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Item 5. Market for Registrant’s Common Equity

2022-02-11 compared with 2021-02-09 · 25 added, 52 removed, 19 unchanged (80% of the section changed)

1 unchanged sentence

MARKET INFORMATION AND STOCKHOLDERS

OMH’s common stock has been listed for trading on the New York Stock Exchange (“NYSE”) since October 16, 2013.

On November 27, 2015, we changed the symbol from “LEAF” to “OMF” as a result of the OneMain Acquisition.

Our initial public offering was priced at $17.00 per share on October 15, 2013.

On February 1, 2021, there were five record holders of OMH's common stock.

OMH’s common stock is listed for trading on the New York Stock Exchange (“NYSE”) under the symbol “OMF.”

On January 31, 2022, there were two record holders of OMH's common stock.

This figure does not reflect the beneficial ownership of shares held in nominee name.

On February 1, 2021, the closing price for OMH's common stock, as reported on the NYSE, was $47.71.

On January 31, 2022, the closing price for OMH's common stock, as reported on the NYSE, was $51.66.

DIVIDEND POLICY

OMH previously did not pay any dividends on its common stock from its initial public offering in 2013 through 2018.

In February of 2019, the OMH Board of Directors announced a program of quarterly dividends.

While OMH intends to pay its minimum quarterly dividend, currently $0.45 per share, for the foreseeable future, and announced its intention to evaluate dividends above the minimum every first and third quarter, all subsequent dividends will be reviewed and declared at the discretion of its 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.

In February of 2019, the OMH Board of Directors (the “Board”) announced a program of quarterly dividends.

While OMH intends to pay its minimum quarterly dividend, currently $0.95 per share, for the foreseeable future, all subsequent dividends will be reviewed and declared at the discretion of the Board 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 deems relevant.

OMH's dividend payments may change from time to time, and the Board may choose not to continue to declare dividends in the future.

No trading market exists for OMFC’s common stock.

All of OMFC’s common stock is held by OMH.

To provide funding for the dividends, mentioned above, OMFC paid dividends to OMH of $799 million and $408 million in 2020 and 2019, respectively.

OMFC did not pay any dividends to OMH in 2018.

To provide funding for the dividends, mentioned above, OMFC paid dividends to OMH of $1.3 billion and $799 million in 2021 and 2020, respectively.

Because we are holding companies and have no direct operations, we will only be able to pay dividends from our available cash on hand and any funds we receive from our subsidiaries.

1 unchanged sentence

See Notes 8 and 10 of the Notes to the Consolidated Financial Statements included in this report for further information on OMFC's debt agreements and our insurance subsidiary dividends, respectively.

ISSUER PURCHASES OF EQUITY SECURITIES

The following table presents information regarding repurchases of our common stock, excluding commissions and fees, during the quarter ended December 31, 2021:

Period Total Number of

Shares Purchased (a) Average Price

paid per Share Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs (b) Dollar Value of Shares

That May Yet Be Purchased

Under the Plans or Programs (b)

October 1 - October 31 1,986,600 $ 53.66 116,600 $ 71,136,313

November 1 - November 30 720,059 51.70 720,059 33,906,889

December 1 - December 31 958,420 50.43 958,420 85,575,137

Total 3,665,079 $ 52.43 1,795,079

(a) On October 28, 2021, we participated in the October Concurrent Share Buyback, in which we purchased 1,870,000 shares of OMH common stock that were the subject of a secondary public offering by the Selling Stockholder at a purchase price of $53.45 per share, which is equal to the price at which the Underwriter purchased such shares from the Selling Stockholder.

The October Concurrent Share Buyback did not reduce our availability under the stock repurchase program.

For additional information regarding the October Concurrent Share Buyback, see “Recent Developments and Outlook — August and October Concurrent Share Buybacks” under Management’s Discussion and Analysis of Financial Condition and Results of Operations included in this report.

(b) The Board approved a $200 million stock repurchase program, excluding commission and fees, with no stated expiration during the first quarter of 2020.

On December 13, 2021, the Board increased the share repurchase authorization to $300 million.

The timing, number, and share price of any additional shares repurchased will be determined by OMH 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.

OMH is not obligated to purchase any shares under the program, which may be modified, suspended, or discontinued at any time.

STOCK PERFORMANCE

8 unchanged sentences

NYSE Financial Sector Index 100.00 121.40 105.54 136.85 133.79 167.56

Selected Financial Data.

The following table presents OMH's selected historical consolidated financial data and other operating data.

The consolidated statement of operations data for the years ended December 31, 2020, 2019, and 2018 and the consolidated balance sheet data as of December 31, 2020 and 2019 have been derived from OMH's audited consolidated financial statements included elsewhere herein.

The statement of operations data for the years ended December 31, 2017 and 2016 and the consolidated balance sheet data as of December 31, 2018, 2017, and 2016 have been derived from OMH's consolidated financial statements not included elsewhere herein.

Due to the nominal differences between OMFC and OMH, for the 2020, 2019 and 2018 periods, the selected historical consolidated financial data and other operating data relate only to OMH.

See Note 2 of the Notes to the Consolidated Financial Statements included in this report for the reconciliation of results of OMFC to OMH.

For OMFC's selected historical consolidated financial data and other operating data for the years ended 2017 and 2016, see “Selected Financial Data” in Part II Item 6 of OMFC’s Annual Report on Form 10-K for the year ended December 31, 2018 filed on February 15, 2019.

The following selected financial data should be read in conjunction with “Management’s Discussion and Analysis of Financial Condition and Results of Operations” included in this report and OMH’s audited consolidated financial statements and related notes included in this report.

(dollars in millions, except per share amounts) At or for the Years Ended December 31,

2020 2019 2018 2017 2016

Consolidated Statements of Operations Data:

Interest income

$ 4,368 $ 4,127 $ 3,658 $ 3,196 $ 3,110

Interest expense

1,027 970 875 816 856

Provision for finance receivable losses

1,319 1,129 1,048 955 932

Other revenues

526 622 574 560 773

Other expenses

1,571 1,552 1,685 1,554 1,739

Income before income tax expense

977 1,098 624 431 356

730 855 447 183 243

Net income attributable to non-controlling interests

Net income attributable to OneMain Holdings, Inc.

730 855 447 183 215

Earnings per share:

Basic $ 5.42 $ 6.28 $ 3.29 $ 1.35 $ 1.60

Diluted 5.41 6.27 3.29 1.35 1.59

Cash dividends declared per share $ 5.94 $ 3.00 $ — $ — $ —

Consolidated Balance Sheet Data:

Net finance receivables, less unearned insurance premium and claim reserves and allowance for finance receivable losses

$ 15,044 $ 16,767 $ 14,771 $ 13,670 $ 12,457

22,471 22,817 20,090 19,433 18,123

Long-term debt

17,800 17,212 15,178 15,050 13,959

Total liabilities

19,030 18,487 16,291 16,155 15,057

Total shareholders’ equity

3,441 4,330 3,799 3,278 3,066

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 5. Market for Registrant’s Common Equity