An index to our management's discussion and analysis follows:



Topic                                                   Page

  Forward-Looking Statements                              35
  Overview                                                37
  Recent Developments and Outlook                         38
  Results of Operations                                   40
  Segment Results                                         43
  Credit Quality                                          45
  Liquidity and Capital Resources                         49
  Off-Balance Sheet Arrangements                          53
  Critical Accounting Policies and Estimates              53
  Recent Accounting Pronouncements                        53
  Seasonality                                             53



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                          Forward-Looking Statements



This report contains "forward-looking statements" within the meaning of the
Private Securities Litigation Reform Act of 1995. Forward-looking statements are
not statements of historical fact but instead represent only management's
current beliefs regarding future events. By their nature, forward-looking
statements are subject to risks, uncertainties, assumptions, and other important
factors that may cause actual results, performance or achievements to differ
materially from those expressed in or implied by such forward-looking
statements. We caution you not to place undue reliance on these forward-looking
statements, which speak only as of the date they were made. We do not undertake
any obligation to update or revise these forward-looking statements to reflect
events or circumstances after the date of this report or to reflect the
occurrence of unanticipated events or the non-occurrence of anticipated events,
whether as a result of new information, future developments, or otherwise,
except as required by law. Forward-looking statements include, without
limitation, statements concerning future plans, objectives, goals, projections,
strategies, events, or performance, and underlying assumptions and other
statements related thereto. Statements preceded by, followed by or that
otherwise include the words "anticipates," "appears," "are likely," "believes,"
"estimates," "expects," "foresees," "intends," "plans," "projects," and similar
expressions or future or conditional verbs such as "would," "should," "could,"
"may," or "will" are intended to identify forward-looking statements. Important
factors that could cause actual results, performance, or achievements to differ
materially from those expressed in or implied by forward-looking statements
include, without limitation, the following:

•adverse changes in general economic conditions, including the interest rate
environment and the financial markets;
•risks associated with the global outbreak of a novel strain of coronavirus
("COVID-19") or any additional strains of COVID-19 and the mitigation efforts by
governments and related effects on us, our customers, and employees;
•our estimates of the allowance for finance receivable losses may not be
adequate to absorb actual losses, causing our provision for finance receivable
losses to increase, which would adversely affect our results of operations;
•increased levels of unemployment and personal bankruptcies;
•adverse changes in the rate at which we can collect or potentially sell our
finance receivables portfolio;
•natural or accidental events such as earthquakes, hurricanes, tornadoes, fires,
or floods affecting our customers, collateral, or our branches or other
operating facilities;
•war, acts of terrorism, riots, civil disruption, pandemics, disruptions in the
operation of our information systems, or other events disrupting business or
commerce;
•risks related to the acquisition or sale of assets or businesses or the
formation, termination, or operation of joint ventures or other strategic
alliances, including increased loan delinquencies or net charge-offs,
integration or migration issues, increased costs of servicing, incomplete
records, and retention of customers;
•a failure in or breach of our operational or security systems or infrastructure
or those of third parties, including as a result of cyber-attacks, or other
cyber-related incidents involving the loss, theft or unauthorized disclosure of
personally identifiable information ("PII") of our present or former customers;
•our credit risk scoring models may be inadequate to properly assess the risk of
customer unwillingness or lack of capacity to repay;
•adverse changes in our ability to attract and retain employees or key
executives to support our businesses;
•increased competition, or changes in customer responsiveness to our
distribution channels, an inability to make technological improvements, and the
ability of our competitors to offer a more attractive range of personal loan
products than we offer;
•changes in federal, state, or local laws, regulations, or regulatory policies
and practices that adversely affect our ability to conduct business or the
manner in which we currently are permitted to conduct business, such as
licensing requirements, pricing limitations or restrictions on the method of
offering products, as well as changes that may result from increased regulatory
scrutiny of the sub-prime lending industry, our use of third-party vendors and
real estate loan servicing, or changes in corporate or individual income tax
laws or regulations, including effects of the Tax Act, the Coronavirus Aid,
Relief, and Economic Security Act (the "CARES Act"), the Consolidated
Appropriations Act of 2021 (the "CAA"), and the American Rescue Plan Act of 2021
(the "ARPA");
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•risks associated with our insurance operations, including insurance claims that
exceed our expectations or insurance losses that exceed our reserves;
•our inability to successfully implement our growth strategy for our consumer
lending business or successfully acquire portfolios of finance receivables;
•a change in the proportion of secured loans may affect our finance receivables
and portfolio yield;
•declines in collateral values or increases in actual or projected delinquencies
or net charge-offs;
•potential liability relating to finance receivables which we have sold or
securitized or may sell or securitize in the future if it is determined that
there was a non-curable breach of a representation or warranty made in
connection with such transactions;
•the costs and effects of any actual or alleged violations of any federal,
state, or local laws, rules or regulations, including any associated litigation
and damage to our reputation;
•the costs and effects of any fines, penalties, judgments, decrees, orders,
inquiries, investigations, subpoenas, or enforcement or other proceedings of any
governmental or quasi-governmental agency or authority and any associated
litigation and damage to our reputation;
•our continued ability to access the capital markets and maintain adequate
current sources of funds to satisfy our cash flow requirements;
•our ability to comply with our debt covenants;
•our ability to generate sufficient cash to service all of our indebtedness;
•any material impairment or write-down of the value of our assets;
•the ownership of OMH's common stock continues to be highly concentrated, which
may prevent other minority stockholders from influencing significant corporate
decisions and may result in conflicts of interest;
•the effects of any downgrade of our debt ratings by credit rating agencies,
which could have a negative impact on our cost of and/or access to capital;
•our substantial indebtedness, which could prevent us from meeting our
obligations under our debt instruments and limit our ability to react to changes
in the economy or our industry or our ability to incur additional borrowings;
•our ability to maintain sufficient capital levels in our regulated and
unregulated subsidiaries;
•changes in accounting standards or tax policies and practices and the
application of such new standards, policies and practices; and
•management estimates and assumptions, including estimates and assumptions about
future events, may prove to be incorrect.

We also direct readers to the other risks and uncertainties discussed in other documents we file with the SEC.



If one or more of these or other risks or uncertainties materialize, or if our
underlying assumptions prove to be incorrect, our actual results may vary
materially from what we may have expressed or implied by these forward-looking
statements. You should specifically consider the factors identified in this
report and in the documents we file with the SEC, including our Annual Report,
that could cause actual results to differ before making an investment decision
to purchase our securities and should not place undue reliance on any of our
forward-looking statements. Furthermore, new risks and uncertainties arise from
time to time, and it is impossible for us to predict those events or how they
may affect us.
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Overview



We are a leading provider of responsible personal loan products, primarily to
non-prime customers. Our network of approximately 1,500 branch offices in 44
states is staffed with expert personnel and is complemented by our centralized
operations and our digital platform, which provides current and prospective
customers the option of applying for a personal loan via our website,
www.omf.com. The information on our website is not incorporated by reference
into this report. In connection with our personal loan business, our insurance
subsidiaries offer our customers optional credit and non-credit insurance, and
other products.

In addition to our loan originations, and insurance and other product sales activities, we service loans owned by us and service loans owned by third parties; pursue strategic acquisitions and dispositions of assets and businesses, including loan portfolios or other financial assets; and may establish joint ventures or enter into other strategic alliances.

OUR PRODUCTS

Our product offerings include:



•Personal Loans - We offer personal loans through our branch network,
centralized operations, and our website, www.omf.com, to customers who generally
need timely access to cash. Our personal loans are non-revolving, with a
fixed-rate, fixed terms generally between three and six years, and are secured
by automobiles, other titled collateral, or are unsecured. At March 31, 2021, we
had approximately 2.23 million personal loans, of which 52% were secured by
titled property, totaling $17.6 billion of net finance receivables, compared to
approximately 2.30 million personal loans, of which 53% were secured by titled
property, totaling $18.1 billion at December 31, 2020.

•Insurance Products - We offer our customers optional credit insurance products
(life insurance, disability insurance, and involuntary unemployment insurance)
and optional non-credit insurance products through both our branch network and
our centralized operations. Credit insurance and non-credit insurance products
are provided by our affiliated insurance companies. We offer GAP coverage as a
waiver product or insurance. We also offer optional membership plans from an
unaffiliated company.

Our non-originating legacy products include:



•Other Receivables - We ceased originating real estate loans in 2012 and we
continue to service or sub-service liquidating real estate loans. Effective
September 30, 2018, our real estate loans previously classified as other
receivables were transferred from held for investment to held for sale due to
management's intent to no longer hold these finance receivables for the
foreseeable future. Effective March 31, 2020, our real estate loans held for
sale are reported in "Other assets" of our consolidated balance sheets.

OUR SEGMENT



At March 31, 2021, C&I is our only reportable segment. The remaining components
(which we refer to as "Other") consist of our liquidating SpringCastle Portfolio
servicing activity and our non-originating legacy operations, which primarily
include our liquidating real estate loans. See Note 13 of the Notes to the
Condensed Consolidated Financial Statements included in this report for more
information about our segment.

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                       Recent Developments and Outlook



RECENT DEVELOPMENTS

Management's Response to the COVID-19 Pandemic



COVID-19 evolved into a global pandemic, resulting in widespread volatility and
deterioration in economic conditions across the United States. Governmental
authorities continue to take steps to combat the spread of COVID-19, including
the distribution of COVID-19 vaccines, which over time are designed to create
"herd immunity" and diminish, if not eliminate, the crisis. At this time, the
vaccination program has accelerated in many states to allow all adults to
receive the vaccines. In the meantime, we have continued to focus on assisting
and supporting our customers and employees, while remaining committed to the
safety of our employees. We continue to serve our customers by keeping our
branch locations open with appropriate protective protocols in place and through
our digital closing solutions. This combination has enhanced our operating
performance through the pandemic and enabled us to serve and support our
customers effectively during these unprecedented times. We believe the actions
we have taken and the underlying strength of our balance sheet positions us to
take advantage of growth opportunities as the economy continues to recover.

Redemption of 7.75% Senior Notes due 2021



On January 8, 2021, OMFC paid a net aggregate amount of $681 million, inclusive
of accrued interest and premiums, to complete the redemption of its 7.75% Senior
Notes due 2021. For further information regarding the redemption of our
unsecured debt, see Note 6 of the Notes to the Condensed Consolidated Financial
Statements included in this report.

Cash Dividends to OMH's Common Stockholders



On February 8, 2021, OMH declared a dividend of $3.95 per share payable on
February 25, 2021 to record holders of OMH's common stock as of the close of
business on February 18, 2021. For information regarding the quarterly dividends
declared by OMH, see "Liquidity and Capital Resources" under Management's
Discussion and Analysis of Financial Condition and Results of Operations in this
report.

Apollo-Värde Group Share Sale



On February 11, 2021, we entered into an underwriting agreement with certain
entities managed by affiliates of Apollo-Värde Group, in their capacities as
selling stockholders (together, the "Selling Stockholders"), and Barclays
Capital Inc. and Citigroup Global Markets Inc., as representatives of the
several underwriters (the "Underwriters"), for the sale by the Selling
Stockholders of up to 9,200,000 shares of the OMH's common stock, which included
an option for the Underwriters to purchase up to 1,200,000 shares of the common
stock. The shares sold by the Selling Stockholders were beneficially owned by
the Apollo-Värde Group. On February 12, 2021, the Underwriters exercised in full
their option to purchase additional shares of common stock, and on February 16,
2021, the offering and sale of 9,200,000 shares by the Selling Stockholders to
the Underwriters was completed. We did not receive any proceeds from the sale of
the shares by the Selling Stockholders.

Share Repurchase Program



In the second quarter of 2021, the Company announced plans to commence a $150
million share repurchase program. For information regarding the share repurchase
program, see "Liquidity and Capital Resources" under Management's Discussion and
Analysis of Financial Condition and Results of Operations in this report.
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OUTLOOK

While we are actively managing the impacts of the COVID-19 pandemic and are
prepared to face any additional challenges that may impact our industry, we
expect near-term impacts to continue to affect our originations. The ultimate
impact on our financial condition and results of operations depends on the speed
of the economic recovery, driven by distribution and effectiveness of the
COVID-19 vaccines, government stimulus measures, states reopening, and
ultimately unemployment rates. There is also uncertainty regarding the effects
of additional strains of COVID-19 and the impact of any related government
actions, including the recently enacted American Rescue Plan Act of 2021. To the
extent economies are suppressed or slow to recover, we could see lower consumer
demand, higher delinquency trends, and related losses. We will continue to
incorporate updates, as necessary, to our macroeconomic assumptions which could
lead to further adjustments in our allowance for finance receivable losses,
allowance ratio, and provision for finance receivable losses.

To further expand the ways in which we help our customers improve their financial well-being, on April 26, 2021, we announced that we have entered into an agreement to acquire Trim, a customer-focused financial wellness fintech company. The acquisition of Trim, subject to completion of standard closing conditions, will enhance OneMain's digital features designed to help its customers progress to a better financial future.



Our experienced management team continues to remain focused on our strategic
priorities of maintaining a solid balance sheet, providing a flexible liquidity
runway and capital coverage, upholding a conservative and disciplined
underwriting model, and building strong relationships with our customers. We are
well positioned to continue to support and serve our customers, invest in our
business and drive growth while creating value for our stockholders and
effectively navigating the evolving economic, social, political, and regulatory
environments in which we operate. We further describe our key initiatives and
strategies under "Recent Developments and Outlook" of the Management's
Discussion and Analysis of Financial Condition and Results of Operations in Part
II - Item 7 included in our Annual Report.
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                             Results of Operations


The results of OMFC are consolidated into the results of OMH. Due to the nominal
differences between OMFC and OMH, content throughout this section relates only
to OMH. See Note 1 of the Notes to the Condensed Consolidated Financial
Statements included in this report for further information.

OMH'S CONSOLIDATED RESULTS

See the table below for OMH's consolidated operating results and selected financial statistics. A further discussion of OMH's operating results for our operating segment is provided under "Segment Results" below.

At or for the


                                                                           Three Months Ended March 31,
(dollars in millions, except per share amounts)                             2021                   2020

Interest income                                                       $       1,060           $     1,106
Interest expense                                                                235                   255
Provision for finance receivable losses                                          (2)                  531
Net interest income after provision for finance receivable
losses                                                                          827                   320

Other revenues                                                                   91                   141
Other expenses                                                                  372                   418
Income before income taxes                                                      546                    43
Income taxes                                                                    133                    11
Net income                                                            $         413           $        32

Share Data:

Earnings per share:

Diluted                                                               $        3.06           $      0.24

Selected Financial Statistics *
Finance receivables held for investment:
Net finance receivables                                               $      17,564           $    18,269
Number of accounts                                                        2,229,609             2,400,536

Average net receivables                                               $      17,824           $    18,380
Yield                                                                         24.08   %             24.17  %
Gross charge-off ratio                                                         5.81   %              7.35  %
Recovery ratio                                                                (1.14)  %             (0.90) %
Net charge-off ratio                                                           4.67   %              6.45  %
30-89 Delinquency ratio                                                        1.57   %              2.25  %
Origination volume                                                    $       2,284           $     2,589
Number of accounts originated                                               225,102               276,773
Debt balances:
Long-term debt balance                                                $      16,789           $    20,443
Average daily debt balance                                                   17,035                17,675


* See "Glossary" at the beginning of this report for formulas and definitions of our key performance ratios.


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Comparison of Consolidated Results for the Three Months Ended March 31, 2021 and
2020

Interest income decreased $46 million or 4.2% for the three months ended March
31, 2021 when compared to the same period in 2020 primarily due to a decrease in
our average net finance receivables.

Interest expense decreased $20 million or 7.8% for the three months ended March
31, 2021 when compared to the same period in 2020 primarily due to a decrease in
average debt along with a lower average cost of funds. See Notes 6 and 7 of the
Notes to the Condensed Consolidated Financial Statements included in this report
for further information on our long-term debt, securitization transactions, and
our revolving conduit facilities.

Provision for finance receivable losses decreased $533 million for the three
months ended March 31, 2021 when compared to the same period in 2020 primarily
due to the decrease in our charge-offs and the expectation of improved
unemployment and anticipated economic recovery from the COVID-19 pandemic as
compared to a build in our allowance reserve in the same period in 2020
primarily due to the uncertainty of expected credit losses at the onset of the
COVID-19 pandemic.

Other revenues decreased $50 million or 35.5% for the three months ended March
31, 2021 when compared to the same period in 2020 primarily due to a $47 million
net loss on the repayment of debt in the current period and a decrease in
insurance products sold due to reduced loan origination volume, partially offset
by an increase in investment revenue primarily driven by higher mark-to-market
net gains on other securities.

Other expenses decreased $46 million or 11.0% for the three months ended March
31, 2021 when compared to the same period in 2020 primarily due to a $35 million
decrease in insurance policy and benefits claims expense due to lower than
expected involuntary unemployment insurance claims along with a decrease in
general operating expenses, reflecting our efforts to manage costs through the
pandemic, offset by our strategic investments in the business.

Income taxes totaled $133 million for the three months ended March 31, 2021
compared to $11 million for the three months ended March 31, 2020 due to higher
pre-tax income in the first quarter of 2021. For the three months ended March
31, 2021 and 2020, the effective tax rates were 24.4% and 24.3%, respectively.
The effective tax rates differed from the federal statutory rate of 21%
primarily due to the effect of state income taxes. See Note 11 of the Notes to
the Condensed Consolidated Financial Statements included in this report for
further information on effective tax rates.
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NON-GAAP FINANCIAL MEASURES

Management uses adjusted pretax income (loss), a non-GAAP financial measure, as
a key performance measure of our segment. Adjusted pretax income (loss)
represents income (loss) before income taxes on a Segment Accounting Basis and
excludes direct costs associated with COVID-19, acquisition-related transaction
and integration expenses, net loss resulting from repurchases and repayments of
debt, and lower of cost or fair value adjustment on loans held for sale.
Management believes adjusted pretax income (loss) is useful in assessing the
profitability of our segment.

Management also uses pretax capital generation, a non-GAAP financial measure, as
a key performance measure of our segment. This measure represents adjusted
pretax income as discussed above and excludes the change in our allowance for
finance receivable losses in the period while still considering the net
charge-offs incurred during the period. Management believes that pretax capital
generation is useful in assessing the capital created in the period impacting
the overall capital adequacy of the Company. Management believes that the
Company's reserves, combined with its equity, represent the Company's loss
absorption capacity.

Management utilizes both adjusted pretax net income (loss) and pretax capital
generation in evaluating our performance. Additionally, both of these non-GAAP
measures are consistent with the performance goals established in OMH's
executive compensation program. Adjusted pretax income (loss) and pretax capital
generation are non-GAAP financial measures and should be considered supplemental
to, but not as a substitute for or superior to, income (loss) before income
taxes, net income, or other measures of financial performance prepared in
accordance with GAAP.

OMH's reconciliations of income (loss) before income tax expense (benefit) on a
Segment Accounting Basis to adjusted pretax income (loss) (non-GAAP) by segment
and Consumer and Insurance pretax capital generation (non-GAAP) were as follows:

                                                                    Three Months Ended
                                                                         March 31,
(dollars in millions)                                                 2021             2020

Consumer and Insurance
Income before income taxes - Segment Accounting Basis         $      567              $  51
Adjustments:
  Direct costs associated with COVID-19                                2                  3
Acquisition-related transaction and integration expenses               -                  6
  Net loss on repurchases and repayments of debt                      38                  -

Adjusted pretax income (non-GAAP)                             $      607

$ 60



Provision for finance receivable losses                       $       (3)             $ 530
Net charge-offs                                                     (205)              (296)
Pretax capital generation (non-GAAP)                          $      399

$ 294

Other


Loss before income taxes - Segment Accounting Basis           $       (3)             $  (1)
Adjustments:

Lower of cost or fair value adjustment (a)                             1                  -

Adjusted pretax loss (non-GAAP)                               $       (2)

$ (1)




(a) The carrying value of our remaining real estate loans classified in finance
receivables held for sale exceeded their fair value, and accordingly, we have
marked the loans to fair value and recorded an impairment in other revenue
during the three months ended March 31, 2021.
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                                Segment Results



The results of OMFC are consolidated into the results of OMH. Due to the nominal
differences between OMFC and OMH, content throughout this section relate only to
OMH. See Note 1 of the Notes to the Condensed Consolidated Financial Statements
included in this report for further information.

See Note 13 of the Notes to the Condensed Consolidated Financial Statements included in this report for a description of our segment and methodologies used to allocate revenues and expenses to our C&I segment and Other.

CONSUMER AND INSURANCE

OMH's adjusted pretax income and selected financial statistics for C&I on an adjusted Segment Accounting Basis were as follows:



                                                                                  At or for the
                                                                           Three Months Ended March 31,
(dollars in millions)                                                       2021                   2020

Interest income                                                       $       1,057           $     1,101
Interest expense                                                                233                   249
Provision for finance receivable losses                                          (3)                  530
Net interest income after provision for finance receivable
losses                                                                          827                   322
Other revenues                                                                  136                   136
Other expenses                                                                  356                   398
Adjusted pretax income (non-GAAP)                                     $         607           $        60

Selected Financial Statistics *
Finance receivables held for investment:
Net finance receivables                                               $      17,569           $    18,283
Number of accounts                                                        2,229,609             2,400,536

Average net receivables                                               $      17,830           $    18,397
Yield                                                                         24.04   %             24.07  %
Gross charge-off ratio                                                         5.81   %              7.36  %
Recovery ratio                                                                (1.14)  %             (0.90) %
Net charge-off ratio                                                           4.67   %              6.46  %
30-89 Delinquency ratio                                                        1.57   %              2.26  %
Origination volume                                                    $       2,284           $     2,589
Number of accounts originated                                               225,102               276,773


* See "Glossary" at the beginning of this report for formulas and definitions of our key performance ratios.



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Comparison of Adjusted Pretax Income for the Three Months Ended March 31, 2021
and 2020

Interest income decreased $44 million or 4.0% for the three months ended March
31, 2021 when compared to the same period in 2020 primarily due to a decrease in
our average net finance receivables.

Interest expense decreased $16 million or 6.4% for the three months ended March
31, 2021 when compared to the same period in 2020 primarily due to a decrease in
average debt along with a lower average cost of funds. See Notes 6 and 7 of the
Notes to the Condensed Consolidated Financial Statements included in this report
for further information on our long-term debt, securitization transactions, and
our revolving conduit facilities.

Provision for finance receivable losses decreased $533 million for the three
months ended March 31, 2021 when compared to the same period in 2020 primarily
due to the decrease in our charge-offs and the expectation of improved
unemployment and anticipated economic recovery from the COVID-19 pandemic as
compared to a build in our allowance reserve in the same period in 2020
primarily due to the uncertainty of expected credit losses at the onset of the
COVID-19 pandemic.

Other revenues for the three months ended March 31, 2021 remained consistent
with the same period in 2020 primarily due to a decrease in insurance products
sold due to reduced loan origination volume, offset by an increase in investment
revenue primarily driven by higher mark-to-market net gains on other securities.

Other expenses decreased $42 million or 10.6% for the three months ended March
31, 2021 when compared to the same period in 2020 primarily due to a $35 million
decrease in insurance policy and benefits claims expense due to lower than
expected involuntary unemployment insurance claims along with a decrease in
general operating expenses, reflecting our efforts to manage costs through the
pandemic, offset by our strategic investments in the business.

OTHER

"Other" consists of our liquidating SpringCastle Portfolio servicing activity and our non-originating legacy operations, which primarily include our liquidating real estate loans.

OMH's adjusted pretax loss of the Other components on an adjusted Segment Accounting Basis was as follows:



                                                                            Three Months Ended
                                                                                 March 31,
(dollars in millions)                                                     2021               2020

Interest income                                                       $        1          $      2
Interest expense                                                               1                 1

Net interest income after provision for finance receivable
losses                                                                         -                 1
Other revenues                                                                 4                 4
Other expenses                                                                 6                 6
Adjusted pretax loss (non-GAAP)                                       $     

(2) $ (1)

Net finance receivables of the Other components, reported in "Other assets," on a Segment Accounting Basis were as follows:



                                                 March 31,
(dollars in millions)                         2021       2020

Net finance receivables held for sale:
Other receivables                            $  46      $ 63



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                                Credit Quality



FINANCE RECEIVABLES

Our net finance receivables, consisting of personal loans, were $17.6 billion at
March 31, 2021 and $18.1 billion at December 31, 2020. Our personal loans are
non-revolving, with a fixed-rate, fixed terms generally between three and six
years, and are secured by automobiles, other titled collateral, or are
unsecured. We consider the delinquency status of our finance receivables as our
key credit quality indicator. We monitor the delinquency of our finance
receivable portfolio, including the migration between the delinquency buckets
and changes in the delinquency trends to manage our exposure to credit risk in
the portfolio. Our branch team members work with customers as necessary and
offer a variety of borrower assistance programs to help customers continue to
make payments.

DELINQUENCY

We monitor delinquency trends to evaluate the risk of future credit losses and
employ advanced analytical tools to manage our exposure. Team members are
actively engaged in collection activities throughout the early stages of
delinquency. We closely track and report the percentage of receivables that are
contractually 30-89 days past due as a benchmark of portfolio quality,
collections effectiveness, and as a strong indicator of losses in coming
quarters.

When finance receivables are contractually 60 days past due, we consider these
accounts to be at an increased risk for loss and we transfer collection of these
accounts to our centralized operations. Use of our centralized operations teams
for managing late stage delinquency allows us to apply more advanced collection
technologies and tools, and drives operating efficiencies in servicing. At 90
days contractually past due, we consider our finance receivables to be
nonperforming. We stop accruing finance charges and reverse finance charges
previously accrued on nonperforming loans.

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The delinquency information for net finance receivables is as follows:
                                                 Consumer             

Segment to


                                                    and                  GAAP            GAAP
         (dollars in millions)                   Insurance            Adjustment         Basis

         March 31, 2021
         Current                                $ 16,973             $        (5)     $ 16,968
         30-59 days past due                         157                       -           157
         Delinquent (60-89 days past due)            119                       -           119
         Performing                               17,249                      (5)       17,244

         Nonperforming (90+ days past due)           320                       -           320
         Total net finance receivables          $ 17,569             $        (5)     $ 17,564

         Delinquency ratio
         30-89 days past due                        1.57  %                      *        1.57  %
         30+ days past due                          3.39  %                      *        3.39  %
         60+ days past due                          2.50  %                      *        2.50  %
         90+ days past due                          1.82  %                      *        1.82  %

         December 31, 2020
         Current                                $ 17,362             $        (7)     $ 17,355
         30-59 days past due                         251                       -           251
         Delinquent (60-89 days past due)            162                       -           162
         Performing                               17,775                      (7)       17,768

         Nonperforming (90+ days past due)           316                       -           316
         Total net finance receivables          $ 18,091             $        (7)     $ 18,084

         Delinquency ratio
         30-89 days past due                        2.28  %                      *        2.28  %
         30+ days past due                          4.03  %                      *        4.03  %
         60+ days past due                          2.64  %                      *        2.64  %
         90+ days past due                          1.75  %                      *        1.75  %


* Not applicable




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ALLOWANCE FOR FINANCE RECEIVABLE LOSSES

We estimate and record an allowance for finance receivable losses to cover the estimated lifetime expected credit losses on our finance receivables. Our allowance for finance receivable losses may fluctuate based upon changes in portfolio growth, credit quality, and economic conditions.



Our current methodology to estimate expected credit losses used the most recent
macroeconomic forecasts, which incorporated the projected impacts and expected
recovery of COVID-19 on the U.S. economy. We also considered known government
stimulus measures, the involuntary unemployment insurance coverage of our
portfolio, and our borrower assistance efforts. Our forecast leveraged economic
projections from an industry leading forecast provider. At March 31, 2021, our
economic forecast used a reasonable and supportable period of 12 months. In the
near-term, we may experience further changes to the macroeconomic assumptions
within our forecast, as well as changes to our loan loss performance outlook,
both of which could lead to further changes in our allowance for finance
receivable losses, allowance ratio, and provision for finance receivable losses.

Changes in the allowance for finance receivable losses were as follows:


                                              Consumer             Segment to
                                                 and                  GAAP         Consolidated
(dollars in millions)                         Insurance            Adjustment         Total

Three Months Ended March 31, 2021
Balance at beginning of period               $  2,283             $      (14)     $     2,269
Provision for finance receivable losses            (3)                     1               (2)
Charge-offs                                      (255)                     -             (255)
Recoveries                                         50                      -               50
Balance at end of period                     $  2,075             $      (13)     $     2,062

Allowance ratio                                 11.81  %                   (b)          11.74  %

Three Months Ended March 31, 2020
Balance at beginning of period               $    849             $      (20)     $       829
Impact of adoption of ASU 2016-13 (a)           1,119                     (1)           1,118
Provision for finance receivable losses           530                      1              531
Charge-offs                                      (337)                     -             (337)
Recoveries                                         41                      -               41
Balance at end of period                     $  2,202             $      (20)     $     2,182

Allowance ratio                                 12.05  %                   (b)          11.95  %

(a) As a result of the adoption of ASU 2016-13, we recorded a one-time adjustment to the allowance for finance receivable losses. (b) Not applicable.



The current delinquency status of our finance receivable portfolio, inclusive of
recent borrower performance, volume of our TDR activity, level and
recoverability of collateral securing our finance receivable portfolio, and the
reasonable and supportable forecast of economic conditions are the primary
drivers that can cause fluctuations in our allowance for finance receivable
losses from period to period. We monitor the allowance ratio to ensure we have a
sufficient level of allowance for finance receivable losses based on the
estimated lifetime expected credit losses in our finance receivable portfolio.
The allowance for finance receivable losses as a percentage of net finance
receivables decreased from prior period primarily due to the expectation of
improved unemployment and anticipated economic recovery from the COVID-19
pandemic as compared to a build in our allowance reserve in the same period in
2020 primarily due to the uncertainty of expected credit losses at the onset of
the COVID-19 pandemic. See Note 4 of the Notes to the Condensed Consolidated
Financial Statements included in this report for more information about the
changes in the allowance for finance receivable losses.

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TDR FINANCE RECEIVABLES

We make modifications to our finance receivables to assist borrowers
experiencing financial difficulties. When we modify a loan's contractual terms
for economic or other reasons related to the borrower's financial difficulties
and grant a concession that we would not otherwise consider, we classify that
loan as a TDR finance receivable.

Information regarding TDR net finance receivables is as follows:


                                                          Consumer             Segment to
                                                            and                   GAAP         GAAP
     (dollars in millions)                               Insurance             Adjustment      Basis

     March 31, 2021
     TDR net finance receivables                        $      723            $      (33)     $ 690
     Allowance for TDR finance receivable losses               327                   (16)       311

     December 31, 2020
     TDR net finance receivables                        $      728            $      (37)     $ 691
     Allowance for TDR finance receivable losses               332                   (18)       314


DISTRIBUTION OF FINANCE RECEIVABLES BY FICO SCORE



There are many different categorizations used in the consumer lending industry
to describe the creditworthiness of a borrower, including prime, near prime, and
sub-prime. While management does not utilize FICO scores to manage credit
quality, we have presented the following on how we group FICO scores into said
categories for comparability purposes across our industry:

•Prime: FICO score of 660 or higher
•Near prime: FICO score of 620-659
•Sub-prime: FICO score of 619 or below

Our customers' demographics are, in many respects, near the national median but
may vary from national norms in terms of credit and repayment histories. Many of
our customers have experienced some level of prior financial difficulty or have
limited credit experience and require higher levels of servicing and support
from our branch network and central servicing operations.

The following table reflects our personal loans grouped into the categories described above based on borrower FICO credit scores as of the most recently refreshed date or as of the loan origination or purchase date:


            (dollars in millions)       March 31, 2021*       December 31, 2020*

            FICO scores
            660 or higher              $          4,646      $             4,653
            620-659                               4,742                    4,877
            619 or below                          8,176                    8,554
            Total                      $         17,564      $            18,084


* Due to the impact of COVID-19, FICO scores as of March 31, 2021 and December
31, 2020 may have been impacted due to government stimulus measures, borrower
assistance programs, and potentially inconsistent reporting to credit bureaus.
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                       Liquidity and Capital Resources


SOURCES AND USES OF FUNDS



We finance the majority of our operating liquidity and capital needs through a
combination of cash flows from operations, secured debt, unsecured debt,
borrowings from revolving conduit facilities and equity. We may also utilize
other sources in the future. As a holding company, all of the funds generated
from our operations are earned by our operating subsidiaries. Our operating
subsidiaries' primary cash needs relate to funding our lending activities, our
debt service obligations, our operating expenses, payment of insurance claims,
and expenditures relating to upgrading and monitoring our technology platform,
risk systems, and branch locations.

We have previously purchased portions of our unsecured indebtedness, and we may
elect to purchase additional portions of our unsecured indebtedness or
securitized borrowings in the future. Future purchases may be made through the
open market, privately negotiated transactions with third parties, or pursuant
to one or more tender or exchange offers, all of which are subject to terms,
prices, and consideration we may determine at our discretion.

During the three months ended March 31, 2021, OMH generated net income of $413
million. OMH's net cash inflow from operating and investing activities totaled
$754 million for the three months ended March 31, 2021. At March 31, 2021, our
scheduled principal and interest payments for the remainder of 2021 on our
existing debt (excluding securitizations) totaled $393 million. As of March 31,
2021, we had $9.2 billion of unencumbered gross finance receivables.

Based on our estimates and taking into account the risks and uncertainties of
our plans, we believe that we will have adequate liquidity to finance and
operate our businesses and repay our obligations as they become due for at least
the next 24 months.

Securitizations and Borrowings from Revolving Conduit Facilities



During the three months ended March 31, 2021, we did not terminate, cancel, or
enter into any new securitizations or conduit facilities. At March 31, 2021, we
had $8.1 billion of gross finance receivables pledged as collateral for our
securitization transactions.

At March 31, 2021, the borrowing capacity of our revolving conduit facilities
was $7.2 billion, and no amounts were drawn nor were any personal loans pledged
as collateral under these facilities.

See Notes 6 and 7 of the Notes to the Condensed Consolidated Financial Statements included in this report for further information on our long-term debt and revolving conduit facilities.

Cash Dividend to OMH's Common Stockholders

As of March 31, 2021, the dividend declaration for the current year by OMH's board of directors was as follows:



     Declaration Date                  Record Date                    Payment Date                 Dividend Per Share                 Amount Paid
                                                                                                                                          (in millions)
February 8, 2021                 February 18, 2021              February 25, 2021              $             3.95        *       $               531

Total                                                                                          $             3.95                $               531

* Includes the minimum quarterly dividend of $0.45 per share as of February 8, 2021.

To provide funding for the dividend, OMFC paid dividends of $531 million to OMH during the three months ended March 31, 2021.



On April 26, 2021, OMH declared a dividend of $0.70 per share payable on May 13,
2021 to record holders of OMH's common stock as of the close of business on
May 6, 2021. To provide funding for the OMH dividend, the OMFC Board of
Directors authorized a dividend in the amount of up to $95 million payable on or
after May 11, 2021.

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While OMH intends to pay its minimum quarterly dividend, currently $0.70 per
share, for the foreseeable future, and announced its intention to evaluate
dividends above the minimum every first and third quarters, all subsequent
dividends will be reviewed and declared at the discretion of the board of
directors and will depend on many factors, including our financial condition,
earnings, cash flows, capital requirements, level of indebtedness, statutory and
contractual restrictions applicable to the payment of dividends, and other
considerations that the board of directors deems relevant. OMH's dividend
payments may change from time to time, and the board of directors may choose not
to continue to declare dividends in the future. See our "Dividend Policy" in
Part II - Item 5 included in our Annual Report for further information.

The Company plans to commence a $150 million programmatic share repurchase plan.
The timing and amount of any shares repurchased will be determined by the
company based on its evaluation of market conditions and other factors and will
be made in accordance with applicable securities laws in either the open market
or in privately negotiated transactions. The company is not obligated to
purchase any shares under the program, and the program may be suspended or
discontinued at any time. The actual timing, number and share price of shares
repurchased will depend on a number of factors, including the market price of
the company's stock, general market and economic conditions, and applicable
legal requirements. The share repurchase program is expected to be funded by
cash on hand and future cash generated from on-going operations.

Whole Loan Sale Transactions



As of March 31, 2021, we have entered into whole loan sale flow agreements with
two third-party buyers in which we agreed to sell a combined total of $120
million per quarter of newly originated unsecured personal loans over a two-year
commitment period. These unsecured personal loans are sold to unconsolidated
VIEs and are derecognized from our balance sheet at the time of sale. We service
the personal loans sold and are entitled to a servicing fee and other fees
commensurate with the services performed as part of the agreements. The amount
sold under the agreements during the three months ended March 31, 2021 was
immaterial.

LIQUIDITY

OMH's Operating Activities

Net cash provided by operations of $556 million for the three months ended March
31, 2021 reflected net income of $413 million, the impact of non-cash items, and
an unfavorable change in working capital of $23 million. Net cash provided by
operations of $565 million for the three months ended March 31, 2020 reflected
net income of $32 million, the impact of non-cash items, and an unfavorable
change in working capital of $45 million.

OMH's Investing Activities



Net cash provided by investing activities of $198 million for the three months
ended March 31, 2021 was primarily due to net principal collections of finance
receivables, calls, sales, and maturities of available-for-sale and other
securities, partially offset by purchases of available-for-sale and other
securities. Net cash used for investing activities of $196 million for the three
months ended March 31, 2020 was primarily due to net principal originations of
finance receivables and purchases of available-for-sale securities, partially
offset by calls, sales, and maturities of available-for-sale securities.

OMH's Financing Activities



Net cash used for financing activities of $1.6 billion for the three months
ended March 31, 2021 was primarily due to debt repayments and cash dividends
paid. Net cash provided by financing activities of $2.8 billion for the three
months ended March 31, 2020 was primarily due to net issuances of long-term debt
offset by the cash dividends paid, and the cash paid on the common stock
repurchased in the quarter.

OMH's Cash and Investments

At March 31, 2021, we had $1.3 billion of cash and cash equivalents, which included $119 million of cash and cash equivalents held at our regulated insurance subsidiaries or for other operating activities that is unavailable for general corporate purposes.

At March 31, 2021, we had $2.0 billion of investment securities, which are all held as part of our insurance operations and are unavailable for general corporate purposes.


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Liquidity Risks and Strategies

OMFC's credit ratings are non-investment grade, which has a significant impact
on our cost and access to capital. This, in turn, can negatively affect our
ability to manage our liquidity and our ability or cost to refinance our
indebtedness. There are numerous risks to our financial results, liquidity,
capital raising, and debt refinancing plans, some of which may not be quantified
in our current liquidity forecasts. These risks are further described in our
"Liquidity and Capital Resources" of Management's Discussion and Analysis of
Financial Condition and Results of Operations in Part II - Item 7 included in
our Annual Report.

The principal factors that could decrease our liquidity are customer
delinquencies and defaults, a decline in customer prepayments, and a prolonged
inability to adequately access capital market funding. We intend to support our
liquidity position by utilizing strategies that are further described in our
"Liquidity and Capital Resources" of Management's Discussion and Analysis of
Financial Condition and Results of Operations in Part II - Item 7 included in
our Annual Report.

However, it is possible that the actual outcome of one or more of our plans could be materially different than expected or that one or more of our significant judgments or estimates could prove to be materially incorrect.

OUR INSURANCE SUBSIDIARIES



Our insurance subsidiaries are subject to state regulations that limit their
ability to pay dividends. AHL and Triton did not pay any dividends during the
three months ended March 31, 2021 and 2020. See Note 11 of the Notes to the
Consolidated Financial Statements in Part II - Item 8 included in our Annual
Report for further information on these state restrictions and the dividends
paid by our insurance subsidiaries in 2020.

OUR DEBT AGREEMENTS



The debt agreements to which OMFC and its subsidiaries are a party include
customary terms and conditions, including covenants and representations and
warranties. See Note 9 of the Notes to the Consolidated Financial Statements in
Part II - Item 8 included in our Annual Report for more information on the
restrictive covenants under OMFC's debt agreements, as well as the guarantees of
OMFC's long-term debt.

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Securitized Borrowings
We execute private securitizations under Rule 144A of the Securities Act of
1933. As of March 31, 2021, our structured financings consisted of the
following:
                                                                                                                 Current
                                                                Initial                  Current                Collateral              Current               Original
                                         Issue Amount          Collateral             Note Amounts               Balance            Weighted Average         Revolving
(dollars in millions)                        (a)                Balance              Outstanding (a)               (b)               Interest Rate             Period

SLFT 2015-B                              $     314          $         336          $            132          $         157                   4.19  %              5 years
SLFT 2017-A                                    652                    685                       346                    400                   3.23  %              3 years
OMFIT 2015-3                                   293                    329                       182                    197                   4.57  %              5 years
OMFIT 2016-3                                   350                    397                       317                    414                   4.33  %              5 years
OMFIT 2017-1                                   947                    988                       264                    325                   3.33  %              2 years
OMFIT 2018-1                                   632                    650                       585                    628                   3.61  %              3 years
OMFIT 2018-2                                   368                    381                       350                    400                   3.87  %              5 years
OMFIT 2019-1                                   632                    654                       554                    598                   3.82  %              2 years
OMFIT 2019-2                                   900                    947                       900                    995                   3.30  %              7 years
OMFIT 2019-A                                   789                    892                       750                    892                   3.78  %              7 years
OMFIT 2020-1                                   821                    958                       821                    958                   4.12  %              2 years
OMFIT 2020-2                                 1,000                  1,053                     1,000                  1,053                   2.03  %              5 years
ODART 2018-1                                   947                    964                       523                    558                   3.66  %              2 years
ODART 2019-1                                   737                    750                       700                    750                   3.79  %              5 years
Total securitizations                    $   9,382          $       9,984

$ 7,424 $ 8,325




(a) Issue Amount includes the retained interest amounts as applicable and the
Current Note Amounts Outstanding balances reflect pay-downs subsequent to note
issuance and exclude retained interest amounts.
(b) Inclusive of in-process replenishments of collateral for securitized
borrowings in a revolving status as of March 31, 2021.

Revolving Conduit Facilities
In addition to the structured financings, we have access to 13 revolving conduit
facilities with a total borrowing capacity of $7.2 billion as of March 31, 2021:
                                                                                Amount
      (dollars in millions)                       Advance Maximum Balance       Drawn

      Rocky River Funding, LLC                   $                    400      $    -
      OneMain Financial Funding IX, LLC                               850           -
      Mystic River Funding, LLC                                       850           -
      OneMain Financial Funding VIII, LLC                             500           -
      Thayer Brook Funding, LLC                                       500           -
      Hubbard River Funding, LLC                                      250           -
      Seine River Funding, LLC                                        650           -
      New River Funding Trust                                         250           -
      Hudson River Funding, LLC                                       500           -
      Columbia River Funding, LLC                                     500           -
      St. Lawrence River Funding, LLC                                 250           -
      OneMain Financial Funding VII, LLC                              850           -
      OneMain Financial Auto Funding I, LLC                           850           -
      Total                                      $                  7,200      $    -



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                         Off-Balance Sheet Arrangements


We have no material off-balance sheet arrangements as defined by SEC rules, and we had no material off-balance sheet exposure to losses associated with unconsolidated VIEs at March 31, 2021 or December 31, 2020.




                   Critical Accounting Policies and Estimates



We describe our significant accounting policies used in the preparation of our
consolidated financial statements in Note 3 of the Notes to the Consolidated
Financial Statements in Part II - Item 8 included in our Annual Report. We
consider the following policies to be our most critical accounting policies
because they involve critical accounting estimates and a significant degree of
management judgment:

•allowance for finance receivable losses; and
•TDR finance receivables.

There have been no material changes to our critical accounting policies or to
our methodologies for deriving critical accounting estimates during the three
months ended March 31, 2021.

                       Recent Accounting Pronouncements



See Note 2 of the Notes to the Condensed Consolidated Financial Statements included in this report for discussion of recently issued accounting pronouncements.




                                  Seasonality



Our personal loan volume is generally highest during the second and fourth
quarters of the year, primarily due to marketing efforts and seasonality of
demand. Demand for our personal loans is usually lower in January and February
after the holiday season and as a result of tax refunds. Delinquencies on our
personal loans are generally lower in the first and second quarters and tend to
rise throughout the remainder of the year. These seasonal trends contribute to
fluctuations in our operating results and cash needs throughout the year. Our
normal seasonality trends continue to be affected by the COVID-19 pandemic and
mitigating efforts from government stimulus measures.

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