false--12-31Q320190001580608P10Y10133400038064000P10Y430300050720001346500032432000421800024298000000.0012524730007468000122200032200006750002250003410002700001215800033605000131170004040500007234500083544000000.050.050.200.200.200.220.010.01110000000011000000003620289163627849423523027593428642130.03170.03530.02800.02290.01270.02440.02520.02860.02800.01380.02420.02410.00880.01330.01160.01850.01350.01930.01630.01280.03340.03530.03420.02290.03900.02440.02520.02800.02360.02420.02410.01330.03340.01850.01350.01630000045324000514240004086800012654100054719000145501000P1Y0.800.850.400.250.950.200.100.600.080.700.700.300.150.900.150.080.500.060.800.850.400.250.950.200.100.600.080.700.700.300.150.900.150.080.500.0620780009030003610000212750000035000286000P5YP3Y0

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q



☒			Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

For the quarterly period ended ~~September 30, 2019~~

March 31, 2020



☐			Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
			For the transition period from to

Commission File Number: 001-36270

SANTANDER CONSUMER USA HOLDINGS INC.

(Exact Name of Registrant as Specified in Its Charter)



~~Delaware~~		~~32-0414408~~
~~(State or other jurisdiction of~~ ~~incorporation or organization)~~		~~(I.R.S. Employer~~ ~~Identification Number)~~



Delaware						32-0414408
(State or other jurisdiction of incorporation or organization)						(I.R.S. Employer Identification Number)

1601 Elm Street

Suite 800

Dallas

Texas

75201

(Address of principal executive offices)

Registrant’s telephone number, including area code (~~214~~) (214) 634-1110

Not Applicable

(Former name, former address, and formal fiscal year, if changed since last report)

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading Symbol (s)

Name of each exchange on which registered

Outstanding shares at ~~October~~April 29, ~~2019~~2020

Common Stock ($0.01 par value)

New York Stock Exchange

~~NYSE~~

~~339,901,869~~321,118,420

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (Section 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer”, “accelerated filer”, “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act. (Check one):

Large accelerated filer

☒

Accelerated filer

☐

Emerging growth company

☐

~~Large accelerated filer~~

☒

~~Accelerated filer~~

☐

~~Emerging growth company~~

☐

Non-accelerated filer

☐

Smaller reporting company

☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act) Yes ☐

No ☒

~~INDEX~~

INDEX


Cautionary Note Regarding Forward-Looking Information			3
PART I: FINANCIAL INFORMATION			6
Item 1.	Unaudited Condensed Consolidated Financial Statements	6
	Unaudited Condensed Consolidated Balance Sheets	6
	Unaudited Condensed Consolidated Statements of Income and Comprehensive Income	8
	Unaudited Condensed Consolidated Statements of Equity	9
	Unaudited Condensed Consolidated Statements of Cash Flows	1110
	Note 1. Description of Business, Basis of Presentation, and Significant Accounting Policies and Practices	1312
	Note 2. Finance Receivables	16
	Note 3. Leases	18
	Note 4. Credit Loss Allowance and Credit Quality	1920
	Note 5. Debt	2325
	Note 6. Variable Interest Entities	2628
	Note 7. Derivative Financial Instruments	2829
	Note 8. Other Assets	3132
	Note 9. Income Taxes	3234
	Note 10. Commitments and Contingencies	3334
	Note 11. Related-Party Transactions	3738
	Note 12. Computation of Basic and Diluted Earnings per Common Share	4041
	Note 13. Fair Value of Financial Instruments	41
	Note 14. Employee Benefit Plans	45
	Note 15. Shareholders' Equity	4746
	Note 16. Investment Losses, Net	4849
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	4849
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	7370
Item 4.	Controls and Procedures	7470
PART II: OTHER INFORMATION			7672
Item 1.	Legal Proceedings	7672
Item 1A.	Risk Factors	7672
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	7673
Item 3.	Defaults upon Senior Securities	7673
Item 4.	Mine Safety Disclosures	7673
Item 5.	Other Information	7673
Item 6.	Exhibits	~~Exhibits~~75	78
SIGNATURES			7976
~~EXHIBITS~~

Unless otherwise specified or the context otherwise requires, the use herein of the terms “we,” “our,” “us,” “SC,” and the “Company” refer to Santander Consumer USA Holdings Inc. and its consolidated subsidiaries.

Cautionary Note Regarding Forward-Looking Information

This Quarterly Report on Form 10-Q contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Any statements about the Company’s expectations, beliefs, plans, predictions, forecasts, objectives, assumptions, or future events or performance are not historical facts and may be ~~forward-looking and reflect the current beliefs and expectations of the Company’s management.~~forward-looking. These statements are often, but not always, made through the use of words or phrases such as “anticipates,” “believes,” “can,” “could,” “may,” “predicts,” “potential,” “should,” “will,” “estimate,” “plans,” “projects,” “continuing,” “ongoing,” “expects,” “intends,” and similar words or phrases. Although the Company believes that the expectations reflected in these forward-looking statements are reasonable, these statements are not guarantees of future performance and involve risks and uncertainties which are subject to change based on various important factors, some of which are beyond the Company’s control. For more information regarding these risks and uncertainties as well as certain additional risks that the Company faces, refer to the Risk Factors detailed in Item 1A of Part I of the 2018 Annual Report on Form 10-K, Item 1A of Part II of this report, as well as factors more fully described in Part I, Item 2, “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and elsewhere in this report, including the exhibits hereto, and subsequent reports and registration statements filed from time to time with the SEC. Among the factors that could cause the Company’s actual ~~results~~performance to differ materially from those suggested by the forward-looking statements are:

•the ~~Company operates in a highly regulated industry~~adverse impact of COVID-19 on our business, financial condition, liquidity and ~~continually changing federal, state, and local laws and regulations could materially adversely affect its business;~~results of operations;

~~the Company’s ability to remediate any material weaknesses in internal controls over financial reporting completely and in a timely manner;~~

~~adverse economic conditions in the United States and worldwide may negatively impact the Company’s results;~~

~~the business could suffer if access to funding is reduced or if there is a change in the Company’s funding costs or ability to execute securitizations;~~

~~the Company faces significant risks implementing its growth strategy, some of which are outside of its control;~~

~~the Company may not realize the anticipated benefits from, and may incur unexpected costs and delays in connection with, exiting its personal lending business;~~

~~the Company’s~~•our agreement with FCA may not result in currently anticipated levels of growth and is subject to ~~performance~~certain conditions that could result in termination of the ~~agreement,~~agreement;

•continually changing federal, state, and ~~is subject to an option giving FCA the right to acquire an equity participation~~local laws and regulations could materially adversely affect our business;

•adverse economic conditions in the ~~Chrysler Capital portion of the Company’s business;~~United States and worldwide may negatively impact our results;

~~the~~•our business could suffer if ~~the Company~~our access to funding is reduced;

•significant risks we face implementing our growth strategy, some of which are outside our control;

•unexpected costs and delays in connection with exiting our personal lending business;

•our business could suffer if we are unsuccessful in developing and maintaining relationships with automobile dealerships;

~~the Company’s~~•our financial condition, liquidity, and results of operations depend on the credit performance of ~~its~~our loans;

•loss of ~~the Company’s~~our key management or other personnel, or an inability to attract such management and ~~personnel, could negatively impact its business;~~personnel;

~~the Company is directly and indirectly, through its relationship with SHUSA, subject to~~ •certain ~~banking and financial services~~ regulations, including but not limited to oversight by the Office of the Comptroller of the Currency (OCC), the Consumer Financial Protection Bureau (CFPB), the European Central Bank (ECB), and the Federal Reserve Bank of Boston (FRBB)~~; such~~, whose oversight and regulation may limit certain of ~~the Company’s~~our activities, including the timing and amount of dividends and other limitations on ~~the Company’s~~our business; ~~and~~

•future changes in ~~the Company’s ownership by, or~~our relationship with SHUSA orand Banco Santander that could adversely affect ~~its operations.~~our operations; and

•the other factors that are described in Part I, Item IA – Risk Factors of the 2019 Annual Report on Form 10-K, and impacts of the COVID-19 outbreak on our business, financial condition, liquidity and results of operations, as noted in the Form 8-K filed with the SEC on April 10, 2020.

If one or more of the factors affecting the Company’s forward-looking information and statements renders forward-looking information or statements incorrect, the Company’s actual results, performance or achievements could differ materially from those expressed in, or implied by, forward-looking information orand statements. Therefore, the Company cautions the reader not to place undue reliance on any forward-looking information or statements. The effect of these factors is difficult to predict. Factors other than these also could adversely affect the Company’s results, and the reader should not consider these factors to be a complete set of all potential risks or uncertainties as new factors emerge from time to time. Management cannot assess the impact of any such factor on the Company’s business or the extent to which any factor, or combination of factors, may cause results to differ materially from those contained in any forward-looking statement. ~~Any forward-looking~~Forward-looking statements reflect the current beliefs and expectations of the Company's management and only speak as of the date of this document, and the Company undertakes no obligation to update any forward-looking information or

statements, whether written or oral, to reflect any change, except as required by law. All forward-looking ~~information and~~ statements attributable to the Company are expressly qualified by these cautionary statements.

Glossary

The following is a list of abbreviations, acronyms, and commonly used terms used in this ~~Quarterly~~Annual Report on Form ~~10-Q.~~

10-K.



~~2018 Annual Report on Form 10-K~~ABS			~~Annual Report on Form 10-K for the year ended December 31, 2018 filed with the SEC on February 26, 2019.~~Asset-backed securities
~~ABS~~ACL			~~Asset-backed securities~~Allowance for credit loss
Advance Rate			The maximum percentage of collateral that a lender is willing to lend.
Affiliates			A party that, directly or indirectly through one or more intermediaries, controls, is controlled by, or is under common control with an entity.
ALG			Automotive Lease Guide
Amendment			Amendment to the Chrysler Agreement with FCA, dated June 28, 2019.
~~APR~~Amortized costs			Includes unpaid principal balance (UPB), net of discounts and premiums
APR			Annual Percentage Rate
ASC			Accounting Standards Codification
ASU			Accounting Standards Update
~~Bluestem~~
Bluestem			Bluestem Brands, Inc., an online retailer for whose customers SC provides financing
Board			SC’s Board of Directors
~~CBP~~
CBP			Citizens Bank of Pennsylvania
~~CCAP~~			~~Chrysler Capital~~
~~CCART~~CCAP			Chrysler Capital
CCART			Chrysler Capital Auto Receivables Trust, a securitization platform
~~CEO~~
CECL			Current Expected Credit Loss, Amendments based on ASU 2016-13, ASU 2019-04, and ASU 2019-11
CEO			Chief Executive Officer
CFPB			Consumer Financial Protection Bureau
CFO			Chief Financial Officer
Chrysler Agreement			Ten-year master private-label financing agreement with FCA
Clean-up Call			The early redemption of a debt instrument by the issuer, generally when the underlying portfolio has amortized to 5% or 10% of its original balance
Commission			U.S. Securities and Exchange Commission
COVID-19			Coronavirus disease 2019
Credit Enhancement			A method such as overcollateralization, insurance, or a third-party guarantee, whereby a borrower reduces default risk
DCF			Discounted Cash Flow Analysis

Dealer Loan			A Floorplan Loan, real estate loan, working capital loan, or other credit extended to an automobile dealer
Dodd-Frank Act			Comprehensive financial regulatory reform legislation enacted by the U.S. Congress on July 21, 2010
DOJ			U.S. Department of Justice
DRIVE			Drive Auto Receivables Trust, a securitization platform




EIR			Effective interest rate
ECL			Expected credit losses
Exchange Act			Securities Exchange Act of 1934, as amended
FASB			Financial Accounting Standards Board
FCA			FCA US LLC, formerly Chrysler Group LLC
FICO®			A common credit score created by Fair Isaac Corporation that is used on the credit reports that lenders use to assess an applicant’s credit risk. FICO® is computed using mathematical models that take into account five factors: payment history, current level of indebtedness, types of credit used, length of credit history, and new credit
FIRREA			Financial Institutions Reform, Recovery and Enforcement Act of 1989
Floorplan Loan			A revolving line of credit that finances dealer inventory until sold
Federal Reserve Board			Board of Governors of the Federal Reserve System
FRBB			Federal Reserve Bank of Boston


FTC			Federal Trade Commission

GAP		Guaranteed Auto Protection
GAAP		U.S. Generally Accepted Accounting Principles
IPO		SC’s Initial Public Offering
ISDA		International Swaps and Derivative Association


~~GAP~~		~~Guaranteed Auto Protection~~
~~GAAP~~	~~U.S. Generally Accepted Accounting Principles~~
~~IPO~~	~~SC’s Initial Public Offering~~
~~ISDA~~	~~International Swaps and Derivative Association~~
Managed Assets	Managed assets included assets (a) owned and serviced by the Company; (b) owned by the Company and serviced by others; and (c) serviced for others


Nonaccretable Difference		The difference between the undiscounted contractual cash flows and the undiscounted expected cash flows of a portfolio acquired with deteriorated credit quality
~~OCC~~
OCC		Office of the Comptroller of the Currency
Overcollateralization		A credit enhancement method whereby more collateral is posted than is required to obtain financing
OEM		Original equipment manufacturer
Private-label		Financing branded in the name of the product manufacturer rather than in the name of the finance provider
RC
PSRT		Private Santander Retail Auto Lease Trust, a lease securitization platform
RC		The Risk Committee of the Board
Remarketing		The controlled disposal of vehicles at the end of the lease term or upon early termination or of financed vehicles obtained through repossession and their subsequent sale
Residual Value		The future value of a leased asset at the end of its lease term
Retail installment contracts		Includes retail installment contracts individually acquired ~~individually~~	~~Includes~~or originated by the Company and purchased non-credit ~~impaired~~deteriorated finance receivables
RSU		Restricted stock unit
SAF		Santander Auto Finance
Santander		Banco Santander, S.A.
SBNA		Santander Bank, N.A., a wholly-owned subsidiary of SHUSA. Formerly Sovereign Bank, N.A.
SC		Santander Consumer USA Holdings Inc., a Delaware corporation, and its consolidated subsidiaries
SCI		Santander Consumer International Puerto Rico, LLC, , a wholly-owned subsidiary of SC Illinois
SC Illinois		Santander Consumer USA Inc., an Illinois corporation and wholly-owned subsidiary of SC
SCRA		Servicemembers Civil Relief Act
SDART		Santander Drive Auto Receivables Trust, a securitization platform
SEC		U.S. Securities and Exchange Commission
~~SHUSA~~

SHUSA		Santander Holdings USA, Inc., a wholly-owned subsidiary of Santander and the majority stockholder of SC
SPAIN		Santander Prime Auto Issuing Note Trust, a securitization platform
SRT		Santander Retail Auto Lease Trust, a lease securitization platform
~~Subvention~~SREV		Santander Revolving Auto Loan Trust, a securitization platform
Subvention		Reimbursement of the finance provider by a manufacturer for the difference between a market loan or lease rate and the below-market rate given to a customer
~~TDR~~
TDR		Troubled Debt Restructuring
Trusts		Special purpose financing trusts utilized in SC’s financing transactions
~~VIE~~

VIE		Variable Interest Entity
Warehouse Line		A revolving line of credit generally used to fund finance receivable originations

~~PART~~

Part I: FINANCIAL INFORMATION

Item 1. Condensed Consolidated Financial Statements (Unaudited)



~~Item 1.~~	~~Condensed Consolidated Financial Statements (Unaudited)~~

SANTANDER CONSUMER USA HOLDINGS INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED BALANCE SHEETS

(Unaudited) (Dollars in thousands, except share amounts)


	March 31, 2020		December 31, 2019
Assets
Cash and cash equivalents - $443,123 and $41,785 held at affiliates, respectively	$	501,588	$	81,848
Finance receivables held for sale, net	912,126		1,007,105
Finance receivables held for investment, at amortized cost	30,829,863		30,810,487
Allowance for credit loss	(5,460,098)		(3,043,468)
Finance receivables held for investment, at amortized cost, net	25,369,765		27,767,019
Restricted cash and cash equivalents - $55 and $27 held at affiliates, respectively	1,987,004		2,079,239
Accrued interest receivable	299,035		288,615
Leased vehicles, net	16,746,907		16,461,982
Furniture and equipment, net of accumulated depreciation of $90,259 and $85,347, respectively	60,020		59,873

Goodwill	74,056		74,056
Intangible assets, net of amortization of $54,271 and $52,665, respectively	47,823		42,772

Other assets - $14,665 and $30,841 held at affiliates, respectively	1,108,607		1,071,020
Total assets	$	47,106,931	$	48,933,529
Liabilities and Equity
Liabilities:
Total borrowings and other debt obligations - $5,652,077 and $5,652,325 to/from affiliates, respectively	$	40,216,880	$	39,194,141

Accounts payable and accrued expenses - $63,044 and $63,951 held at affiliates, respectively	458,429		563,277

Deferred tax liabilities, net	940,121		1,468,222


Other liabilities - $2,622 and $24,730 held at affiliates, respectively	345,398		389,269
Total liabilities	41,960,828		41,614,909
Commitments and contingencies (Notes 5 and 10)
Equity:
Common stock, $0.01 par value — 1,100,000,000 shares authorized;
363,074,722 and 362,798,115 shares issued and 321,117,187 and 339,201,748 shares outstanding, respectively	3,211		3,392
Additional paid-in capital	707,384		1,173,262
Accumulated other comprehensive income (loss), net of taxes	(63,655)		(26,693)
Retained earnings	4,499,163		6,168,659
Total stockholders’ equity	5,146,103		7,318,620
Total liabilities and equity	$	47,106,931	$	48,933,529

September 30,
2019 December 31,
2018
Assets
Cash and cash equivalents - $38,064 and $101,334 held at affiliates, respectively $ 38,589
$ 148,436
Finance receivables held for sale, net 925,611
1,068,757
Finance receivables held for investment, net 26,500,359
25,117,454
Restricted cash and cash equivalents - $27 and $341 held at affiliates, respectively 2,245,526
2,102,048
Accrued interest receivable 282,311
303,686
Leased vehicles, net 16,037,817
13,978,855
Furniture and equipment, net of accumulated depreciation of $83,544 and $72,345, respectively 56,020
61,280
Federal, state and other income taxes receivable 82,151
97,087
Related party taxes receivable 4,732
734
Goodwill 74,056
74,056
Intangible assets, net of amortization of $51,424 and $45,324, respectively 36,627
35,195
Due from affiliates 16,003
8,920
Other assets 979,213
963,347
Total assets $ 47,279,015
$ 43,959,855
Liabilities and Equity
Liabilities:
Notes payable — credit facilities $ 5,460,581
$ 4,478,214
Notes payable — secured structured financings 26,919,490
26,901,530
Notes payable — related party 5,252,571
3,503,293
Accrued interest payable 47,862
49,370
Accounts payable and accrued expenses 392,103
422,951
Deferred tax liabilities, net 1,403,635
1,155,883
Due to affiliates 81,626
63,219
Other liabilities 375,945
367,037
Total liabilities 39,933,813
36,941,497
Commitments and contingencies (Notes 5 and 10)

Equity:
Common stock, $0.01 par value — 1,100,000,000 shares authorized;
362,784,942 and 362,028,916 shares issued and 342,864,213 and 352,302,759 shares outstanding, respectively 3,429
3,523
Additional paid-in capital 1,276,314
1,515,572
Accumulated other comprehensive income (loss), net of taxes (31,836 ) 33,515
Retained earnings 6,097,295
5,465,748
Total stockholders’ equity 7,345,202
7,018,358
Total liabilities and equity $ 47,279,015
$ 43,959,855

See notes to unaudited condensed consolidated financial statements.

SANTANDER CONSUMER USA HOLDINGS INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED BALANCE SHEETS

(Unaudited) (Dollars in thousands)

The assets of consolidated VIEs, presented based upon the legal transfer of the underlying assets in order to reflect legal ownership, that can be used only to settle obligations of the consolidated VIE and the liabilities of these entities for which creditors (or beneficial interest holders) do not have recourse to the Company’s general credit were as follows:


	March 31, 2020		December 31, 2019
Assets
Restricted cash and cash equivalents	$	1,614,616	$	1,629,870

Finance receivables held for investment, net	24,519,932		26,532,328
Leased vehicles, net	16,746,907		16,461,982
Various other assets	700,085		625,359
Total assets	$	43,581,540	$	45,249,539
Liabilities
Notes payable	$	35,358,666	$	34,249,851
Various other liabilities	117,024		188,093
Total liabilities	$	35,475,690	$	34,437,944

September 30,
2019 December 31,
2018
Assets
Restricted cash and cash equivalents $ 1,702,681
$ 1,582,158
Finance receivables held for investment, net 25,102,849
24,151,971
Leased vehicles, net 16,037,817
13,978,855
Various other assets 592,890
685,383
Total assets $ 43,436,237
$ 40,398,367
Liabilities
Notes payable $ 32,950,281
$ 31,949,839
Various other liabilities 179,474
122,010
Total liabilities $ 33,129,755
$ 32,071,849

Certain amounts shown above are greater than the amounts shown in the corresponding line items in the accompanying condensed consolidated balance sheets due to intercompany eliminations between the VIEs and other entities consolidated by the Company. For example, for most of its securitizations, the Company retains one or more of the lowest tranches of bonds. Rather than showing investment in bonds as an asset and the associated debt as a liability, these amounts are eliminated in consolidation as required by GAAP.

See notes to unaudited condensed consolidated financial statements.

SANTANDER CONSUMER USA HOLDINGS INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF INCOME AND COMPREHENSIVE INCOME

(Unaudited) (Dollars in thousands, except per share amounts)


	For the Three Months Ended
	March 31,

	2020		2019
Interest on finance receivables and loans	$	1,273,819	$	1,253,580
Leased vehicle income	747,979		649,560
Other finance and interest income	7,551		10,247
Total finance and other interest income	2,029,349		1,913,387
Interest expense — Including $62,770 and $44,873 to affiliates, respectively	328,834		334,382
Leased vehicle expense	552,912		444,019
Net finance and other interest income	1,147,603		1,134,986
Credit loss expense	907,887		550,879
Net finance and other interest income after credit loss expense	239,716		584,107
Profit sharing	14,295		6,968
Net finance and other interest income after credit loss expense and profit sharing	225,421		577,139
Investment losses, net — Including $3 and $0 from affiliates, respectively	(63,426)		(67,097)
Servicing fee income — Including $12,552 and $12,995 from affiliates, respectively	19,103		23,806
Fees, commissions, and other — Including $3,306 and $6,781 from affiliates, respectively	95,130		94,376
Total other income	50,807		51,085
Compensation expense	133,326		127,894
Repossession expense	57,662		70,860
Other operating costs — Including $1,097 and $933 to affiliates, respectively	91,685		92,203
Total operating expenses	282,673		290,957
Income (loss) before income taxes	(6,445)		337,267
Income tax expense	(2,458)		89,764
Net income (loss)	$	(3,987)	$	247,503

Net income (loss)	$	(3,987)	$	247,503
Other comprehensive income (loss):
Change in unrealized gains (losses) on cash flow hedges, net of tax of $(12,543), and $(6,794), respectively	(39,019)		(21,039)
Unrealized gains (losses) on available-for-sale debt securities net of tax of $661 and $(149), respectively	2,057		462
Comprehensive income (loss)	$	(40,949)	$	226,926
Net income per common share (basic)	$	(0.01)	$	0.70
Net income per common share (diluted)	$	(0.01)	$	0.70
Dividend declared per common share	$	0.22	$	0.20
Weighted average common shares (basic)	334,026,052		351,515,464
Weighted average common shares (diluted)	334,346,122		352,051,887

For the Three Months Ended

September 30, For the Nine Months Ended

September 30,
2019 2018 2019 2018
Interest on finance receivables and loans $ 1,273,022
$ 1,227,129
$ 3,787,700
$ 3,606,675
Leased vehicle income 706,302
583,097
2,032,098
1,625,272
Other finance and interest income 9,926
8,522
31,610
24,153
Total finance and other interest income 1,989,250
1,818,748
5,851,408
5,256,100
Interest expense — Including $54,719, $40,868, $145,501, and $126,541 to affiliates, respectively 335,212
285,583
999,633
800,564
Leased vehicle expense 456,193
389,076
1,344,654
1,108,094
Net finance and other interest income 1,197,845
1,144,089
3,507,121
3,347,442
Provision for credit losses 566,849
597,914
1,548,404
1,514,799
Net finance and other interest income after provision for credit losses 630,996
546,175
1,958,717
1,832,643
Profit sharing 18,125
1,652
38,438
18,882
Net finance and other interest income after provision for credit losses and profit sharing 612,871
544,523
1,920,279
1,813,761
Investment losses, net — Including $0, $4,218, $0, and $24,298 from affiliates, respectively (86,397 ) (86,320 ) (238,281 ) (255,474 )
Servicing fee income — Including $13,117, $12,158, $40,405, and $33,605 from affiliates, respectively 21,447
26,409
70,255
80,129
Fees, commissions, and other — Including $13,465, $4,303, $32,432, and $5,072 from affiliates, respectively 96,243
84,552
280,815
247,423
Total other income 31,293
24,641
112,789
72,078
Compensation expense 132,271
119,722
382,843
360,325
Repossession expense 62,937
62,189
203,496
197,930
Other operating costs — Including $1,222, $2,473, $3,220, and $7,468 to affiliates, respectively 134,262
90,431
314,737
278,949
Total operating expenses 329,470
272,342
901,076
837,204
Income before income taxes 314,694
296,822
1,131,992
1,048,635
Income tax expense 82,156
64,874
283,684
237,047
Net income $ 232,538
$ 231,948
$ 848,308
$ 811,588

Net income $ 232,538
$ 231,948
$ 848,308
$ 811,588
Other comprehensive income (loss):
Change in unrealized gains (losses) on cash flow hedges, net of tax of $(3,610), ($2,078), ($21,275), and $903, respectively (11,158 ) (5,848 ) (66,241 ) 6,190
Unrealized gains (losses) on available-for-sale debt securities net of tax of ($35), $0, $286, and $0 respectively (111 ) —
890
—
Comprehensive income $ 221,269
$ 226,100
$ 782,957
$ 817,778
Net income per common share (basic) $ 0.67
$ 0.64
$ 2.43
$ 2.25
Net income per common share (diluted) $ 0.67
$ 0.64
$ 2.42
$ 2.24
Dividend declared per common share $ 0.22
$ 0.20
$ 0.62
$ 0.30
Weighted average common shares (basic) 345,469,657
360,725,330
349,341,627
360,898,973
Weighted average common shares (diluted) 345,956,043
361,445,223
349,855,822
361,714,123

See notes to unaudited condensed consolidated financial statements.

~~SANTANDER CONSUMER USA HOLDINGS INC. AND SUBSIDIARIES~~

~~CONDENSED CONSOLIDATED STATEMENTS OF EQUITY~~

~~(Unaudited) (In thousands except per share amounts)~~

Common Stock
Additional
Paid-In Capital

Accumulated
Other
Comprehensive Income (Loss)
Retained Earnings
Total
Stockholders’ Equity
Shares Amount
Balance — January 1, 2018 360,527
$ 3,605
$ 1,681,558
$ 44,262
$ 4,736,277
$ 6,465,702
Cumulative-effect adjustment upon adoption of ASU 2018-02 —
—
—
6,149
(6,149 ) —
Stock issued in connection with employee incentive compensation plans 481
5
464
—
—
469
Stock-based compensation expense —
—
4,208
—
—
4,208
Dividends-Common stock, $0.05/share —
—
—
—
(18,028 ) (18,028 )
Tax sharing with affiliate —
—
3,766
—
—
3,766
Net income —
—
—
—
244,615
244,615
Other comprehensive income (loss), net of taxes —
—
—
12,800
—
12,800
Balance — March 31, 2018 361,008
$ 3,610
$ 1,689,996
$ 63,211
$ 4,956,715
$ 6,713,532

Stock issued in connection with employee incentive compensation plans 401
$ 4
$ 2,349
$ —
$ —
$ 2,353
Stock-based compensation expense —
—
1,586
—
—
1,586
Dividends-Common stock, $0.05/share —
—
—
—
(18,064 ) (18,064 )
Tax sharing with affiliate —
—
(35 ) —
—
(35 )
Net income —
—
—
—
335,026
335,026
Other comprehensive income (loss), net of taxes —
—
—
(762 ) —
(762 )
Balance — June 30, 2018 361,409
$ 3,614
$ 1,693,896
$ 62,449
$ 5,273,677
$ 7,033,636

Stock issued in connection with employee incentive compensation plans 326
$ 3
$ 2,899
$ —
$ —
$ 2,902
Stock-based compensation expense —
—
1,098
—
—
1,098
Stock repurchase/Treasury stock (2,388 ) (24 ) (50,155 ) —
—
(50,179 )
Purchase of treasury stock —
—
—
—
—
—
Dividends-Common stock, $0.20/share —
—
—
—
(72,342 ) (72,342 )
Tax sharing with affiliate —
—
—
—
—
—
Net income —
—
—
—
231,948
231,948
Other comprehensive income (loss), net of taxes —
—
—
(5,848 ) —
(5,848 )
Balance — September 30, 2018 359,347
$ 3,593
$ 1,647,738
$ 56,601
$ 5,433,283
$ 7,141,215

~~See notes to unaudited condensed consolidated financial statements.~~

SANTANDER CONSUMER USA HOLDINGS INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF EQUITY

(Unaudited) (In thousands except per share amounts))


	Common Stock					Additional Paid-In Capital		Accumulated Other Comprehensive Income (Loss)		Retained Earnings		Total Stockholders' Equity
	Shares	Amount
Balance — January 1, 2019	352,303	$	3,523	$	1,515,572	$	33,515	$	5,465,748	$	7,018,358
Stock issued in connection with employee incentive compensation plans	391	4		(1,715)		—		—		(1,711)
Stock-based compensation expense	—	—		5,987		—		—		5,987
Stock repurchase/Treasury stock	(965)	(10)		(17,770)		—		—		(17,780)

Dividends-Common stock, $0.20/share	—	—		—		—		(70,268)		(70,268)
Tax sharing with affiliate	—	—		(2,982)		—		—		(2,982)
Available-for-sale securities, net of taxes	—	—		—		462		—		462
Net income	—	—		—		—		247,503		247,503
Other comprehensive income (loss), net of taxes	—	—		—		(21,039)		—		(21,039)
Balance — March 31, 2019	351,729	$	3,517	$	1,499,092	$	12,938	$	5,642,983	$	7,158,530

Balance — January 1, 2020	339,202	$	3,392	$	1,173,262	$	(26,693)	$	6,168,659	$	7,318,620
Stock issued in connection with employee incentive compensation plans	277	3		(1,634)		—		—		(1,631)
Stock-based compensation expense	—	—		4,038		—		—		4,038
Stock repurchase/Treasury stock	(18,361)	(184)		(468,282)		—		—		(468,466)
Cumulative-effect adjustment upon adoption of CECL standard (Note 1)	—	—		—		—		(1,590,885)		(1,590,885)
Dividends-Common stock, $0.22/share	—	—		—		—		(74,624)		(74,624)

Available-for-sale securities, net of taxes	—	—		—		2,057		—		2,057
Net income (loss)	—	—		—		—		(3,987)		(3,987)
Other comprehensive income (loss), net of taxes	—	—		—		(39,019)		—		(39,019)
Balance — March 31, 2020	321,118	$	3,211	$	707,384	$	(63,655)	$	4,499,163	$	5,146,103

Common Stock
Additional
Paid-In Capital

Accumulated
Other
Comprehensive Income (Loss)
Retained Earnings
Total
Stockholders’ Equity
Shares Amount
Balance — January 1, 2019 352,303
$ 3,523
$ 1,515,572
$ 33,515
$ 5,465,748
$ 7,018,358
Stock issued in connection with employee incentive compensation plans 391
4
(1,715 ) —
—
(1,711 )
Stock-based compensation expense —
—
5,987
—
—
5,987
Stock repurchase/Treasury stock (965 ) (10 ) (17,770 ) —
—
(17,780 )
Dividends-Common stock, $0.20/share —
—
—
—
(70,268 ) (70,268 )
Tax sharing with affiliate —
—
(2,982 ) —
—
(2,982 )
Available-for-sale securities, net of taxes —
—
—
462
—
462
Net income —
—
—
—
247,503
247,503
Other comprehensive income (loss), net of taxes —
—
—
(21,039 ) —
(21,039 )
Balance — March 31, 2019 351,729
$ 3,517
$ 1,499,092
$ 12,938
$ 5,642,983
$ 7,158,530

Stock issued in connection with employee incentive compensation plans 151
$ 1
$ 141
$ —
$ —
$ 142
Stock-based compensation expense —
—
1,055
—
—
1,055
Stock repurchase/Treasury stock (3,750 ) (37 ) (86,827 ) —
—
(86,864 )
Dividends-Common stock, $0.20/share —
—
—
—
(70,364 ) (70,364 )
Available-for-sale securities, net of taxes —
—
—
539
—
539
Net income —
—
—
—
368,267
368,267
Other comprehensive income (loss), net of taxes —
—
—
(34,044 ) —
(34,044 )
Balance — June 30, 2019 348,130
$ 3,481
$ 1,413,461
$ (20,567 ) $ 5,940,886
$ 7,337,261

Stock issued in connection with employee incentive compensation plans 214
$ 3
$ 2,886
$ —
$ —
$ 2,889
Stock-based compensation expense —
—
931
—
—
931
Purchase of treasury stock (5,480 ) (55 ) (140,964 ) —
—
(141,019 )
Dividends-Common stock, $0.22/share —
—
—
—
(76,129 ) (76,129 )
Available-for-sale securities, net of taxes —
—
—
(111 ) —
(111 )
Net income —
—
—
—
232,538
232,538
Other comprehensive income (loss), net of taxes —
—
—
(11,158 ) —
(11,158 )
Balance — September 30, 2019 342,864
$ 3,429
$ 1,276,314
$ (31,836 ) $ 6,097,295
$ 7,345,202

See notes to unaudited condensed consolidated financial statements.

SANTANDER CONSUMER USA HOLDINGS INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(Unaudited) ~~(Dollars~~(Dollars in thousands)


	For the Three Months Ended March 31,

	2020		2019
Cash flows from operating activities:
Net income (loss)	$	(3,987)	$	247,503
Adjustments to reconcile net income to net cash provided by operating activities
Derivative mark to market	8,923		5,162
Credit loss expense	907,887		550,879
Depreciation and amortization	578,497		472,886
Accretion of discount	(13,619)		(26,708)

Proceeds from sales of and collections on receivables held for sale	24,263		36,710
Change in revolving personal loans, net	19,012		6,523
Investment losses, net	63,426		67,097

Stock-based compensation	4,038		5,987
Deferred tax (benefit) expense	(4,798)		81,062
Changes in assets and liabilities:
Accrued interest receivable	(25,511)		16,019
Accounts receivable	(434)		(6,926)
Federal income tax and other taxes	1,422		11,911
Other assets	(18,786)		(73,162)
Accrued interest payable	(6,563)		4,051
Other liabilities	(138,654)		77,289
Net cash provided by operating activities	1,395,116		1,476,283
Cash flows from investing activities:
Originations and purchases of portfolios, and disbursements on finance receivables held for investment	(3,939,255)		(4,041,377)

Collections on finance receivables held for investment	3,294,442		3,008,780

Leased vehicles purchased	(2,030,936)		(1,975,326)
Manufacturer incentives received	170,800		227,757
Proceeds from sale of leased vehicles	941,551		875,002
Change in revolving personal loans, net	28,478		36,520


Purchases of available-for-sale securities	—		(31,410)


Purchases of furniture and equipment	(7,508)		(5,634)
Sales of furniture and equipment	1		58


Other investing activities	—		(1,335)
Net cash used in investing activities	(1,542,427)		(1,906,965)
Cash flows from financing activities:
Proceeds from borrowings and other debt obligations, net of debt issuance costs - $1,835,000 and $1,195,000 from affiliates, respectively	11,374,959		9,747,474
Payments on borrowings and other debt obligations - $(1,835,000) and $(1,195,000) to affiliates, respectively	(10,357,462)		(8,989,335)




Proceeds from stock option exercises, gross	409		1,032
Shares repurchased	(468,466)		(17,780)
Dividends paid	(74,624)		(70,268)

Net cash provided by (used in) financing activities	474,816		671,123

For the Nine Months Ended

September 30,
2019 2018
Cash flows from operating activities:
Net income $ 848,308
$ 811,588
Adjustments to reconcile net income to net cash provided by operating activities
Derivative mark to market 14,027
(12,999 )
Provision for credit losses 1,548,404
1,514,799
Depreciation and amortization 1,439,818
1,211,386
Accretion of discount (59,793 ) (127,238 )
Originations and purchases of receivables held for sale —
(1,790,552 )
Proceeds from sales of and collections on receivables held for sale 101,914
3,043,148
Change in revolving personal loans, net (144,411 ) (147,976 )
Investment losses, net 238,281
255,474
Stock-based compensation 7,973
6,892
Deferred tax expense 268,537
242,361
Changes in assets and liabilities:
Accrued interest receivable 6,637
22,599
Accounts receivable (1,425 ) 9,828
Federal income tax and other taxes 8,161
(4,257 )
Other assets (16,272 ) (77,235 )
Accrued interest payable (1,508 ) 8,151
Other liabilities (55,291 ) 113,602
Due to/from affiliates 12,096
6,062
Net cash provided by operating activities 4,215,456
5,085,633
Cash flows from investing activities:
Originations of and disbursements on finance receivables held for investment (12,118,275 ) (11,856,650 )
Purchases of portfolios of finance receivables held for investment (75,330 ) (183,824 )
Collections on finance receivables held for investment 9,207,346
8,035,336
Leased vehicles purchased (6,754,501 ) (7,678,161 )
Manufacturer incentives received 643,552
785,499
Proceeds from sale of leased vehicles 2,733,172
2,722,688
Change in revolving personal loans, net 64,136
70,861
Purchases of available-for-sale securities (85,098 ) —
Proceeds from repayments and maturities of available-for-sale securities 6,000
—
Purchases of furniture and equipment (8,503 ) (7,065 )
Sales of furniture and equipment 334
95
Upfront fee paid to FCA (60,000 ) —
Other investing activities —
(10,070 )
Net cash used in investing activities (6,447,167 ) (8,121,291 )
Cash flows from financing activities:
Proceeds from notes payable related to secured structured financings — net of debt issuance costs 12,352,496
12,870,460
Payments on notes payable related to secured structured financings (12,361,538 ) (10,586,031 )
Proceeds from unsecured notes payable 6,515,000
—
Payments on unsecured notes payable (4,765,000 ) —
Proceeds from notes payable 15,007,417
20,179,195
Payments on notes payable (14,025,050 ) (20,145,458 )
Proceeds from stock option exercises, gross 4,441
5,962
Dividends paid (216,761 ) (108,433 )
Shares repurchased (245,663 ) (50,179 )
Net cash provided by financing activities 2,265,342
2,165,516

SANTANDER CONSUMER USA HOLDINGS INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (Continued)

(Unaudited) (Dollars in thousands)


	For the Three Months Ended March 31,

	2020		2019
Net increase (decrease) in cash and cash equivalents and restricted cash and cash equivalents	327,505		240,441
Cash and cash equivalent and restricted cash and cash equivalents— Beginning of year	2,161,087		2,250,484
Cash and cash equivalents and restricted cash and cash equivalents — End of year	$	2,488,592	$	2,490,925
Supplemental cash flow information:
Cash and cash equivalents	501,588		76,272
Restricted cash and cash equivalents	1,987,004		2,414,653
Total cash and cash equivalents and restricted cash and cash equivalents	$	2,488,592	$	2,490,925

For the Nine Months Ended

September 30,
2019 2018
Net increase (decrease) in cash and cash equivalents and restricted cash and cash equivalents 33,631
(870,142 )
Cash and cash equivalent and restricted cash and cash equivalents— Beginning of period 2,250,484
3,081,707
Cash and cash equivalents and restricted cash and cash equivalents — End of period $ 2,284,115
$ 2,211,565
Supplemental cash flow information:
      Cash and cash equivalents 38,589
81,435
      Restricted cash and cash equivalents 2,245,526
2,130,130
     Total cash and cash equivalents and restricted cash and cash equivalents $ 2,284,115
$ 2,211,565

See notes to unaudited condensed consolidated financial statements.

SANTANDER CONSUMER USA HOLDINGS INC. AND SUBSIDIARIES

NOTES TO UNAUDITED CONDENSEDCONSOLIDATED FINANCIAL STATEMENTS

(Dollars in thousands, except per share amounts)

(Unaudited)

1.Description of Business, Basis of Presentation, and Significant Accounting Policies and Practices

The Company is the holding company for SC Illinois, and its subsidiaries, a specialized consumer finance company focused on vehicle finance and third-party servicing and delivering ~~superior~~ service to dealers and customers across the full credit spectrum. The Company’s primary business is the indirect origination and servicing of retail installment contracts and leases, principally, through manufacturer-franchised dealers in connection with their sale of new and used vehicles to retail consumers. Additionally, the Company sells consumer retail installment contracts through flow agreements and, when market conditions are favorable, it accesses the ABS market through securitizations of consumer retail installment contracts.

SAF is our primary vehicle brand, and is available as a finance option for automotive dealers across the United States.

Since May 2013, under the Chrysler Agreement with FCA, the Company has operated as FCA’s preferred provider for consumer loans, leases and dealer loans and provides services to FCA customers and dealers under the CCAP brand. These products and services include consumer retail installment contracts and leases, as well as dealer loans for inventory, construction, real estate, working capital and revolving lines of credit.

~~On June 28,~~ In 2019, the Company entered into an Amendment to the Chrysler Agreement with FCA, which modified the Chrysler Agreement to, among other things, adjust certain performance metrics, exclusivity commitments and payment provisions. ~~The Amendment also terminated the previously disclosed tolling agreement, dated July 11, 2018, between the Company and FCA.~~

The Company also originates vehicle loans through a web-based direct lending program, purchases vehicle retail installment contracts from other lenders, and services automobile and recreational and marine vehicle portfolios for other lenders. Additionally, the Company has other relationships through which it provides other consumer finance products.

The Company is taking numerous proactive steps to mitigate the negative financial and operational impacts of COVID-19. Business contingency plans have been implemented and will continue to be adjusted in response to the evolving global situation.

As of ~~September 30, 2019,~~March 31, 2020, the Company was owned approximately ~~71.6%~~76.5% by SHUSA, a subsidiary of Santander, and approximately ~~28.4%~~23.5% by other shareholders.

Basis of Presentation

The accompanying condensed consolidated financial statements include the accounts of the Company and its subsidiaries, including certain Trusts, which are considered VIEs. The Company also consolidates other VIEs for which it was deemed to be the primary beneficiary. All intercompany balances and transactions have been eliminated in consolidation.

The accompanying condensed consolidated financial statements as of ~~September 30, 2019~~March 31, 2020 and December 31, ~~2018,~~ 2019,

and for the three ~~and nine~~ months ended ~~September 30,~~March 31, 2020 and 2019, ~~and 2018,~~ have been prepared in accordance with GAAP for interim financial information and with the instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by GAAP for complete financial statements. In the opinion of management, these financial statements contain all adjustments, consisting of normal recurring adjustments, necessary for the fair statement of the financial position, results of operations and cash flows for the periods indicated. Results of operations for the periods presented herein are not necessarily indicative of results of operations for the entire year. These financial statements should be read in conjunction with the ~~2018~~2019 Annual Report on Form 10-K.

The preparation of condensed financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, and the disclosures of contingent assets and liabilities, as of the date of the financial statements and the amount of revenue and expenses during the reporting periods. Actual results could differ from those estimates and those differences may be material. These estimates include the determination of credit loss allowance, discount accretion, impairment, fair value, expected end-of-term lease residual values, values of repossessed assets, and income taxes. These estimates, although based on actual historical trends and modeling, may potentially show significant variances over time.

Business Segment Information

The Company has 1 reportable segment, Consumer Finance, which includes the Company’s vehicle financial products and services, including retail installment contracts, vehicle leases, and Dealer Loans, as well as financial products and services related to recreational vehicles and marine vehicles. It also includes the Company’s personal loan and point-of-sale financing operations.

~~Accounting Policies~~

~~There have been no material changes in the Company’s accounting policies from those disclosed in Part II, Item 8 - Financial Statements and Supplementary Data in the 2018 Annual Report on Form 10-K.~~

Recently Adopted Accounting Standards

Since January 1, ~~2019,~~2020, the Company adopted the following FASB ASUs:

•

~~In February 2016, the FASB issued ASU 2016-02,~~

~~Leases~~. The primary effect of the ASU is to replace the existing accounting requirements for operating leases for lessees. Lessee accounting requirements for finance leases and lessor accounting requirements for operating leases and sales type and direct financing leases (sales-type and direct financing leases were both previously referred to as capital leases) are largely unchanged. The Company adopted this standard using the modified retrospective method and utilized the optional transition method under which we continue to apply the legacy guidance in ASC 840, Leases, including its disclosure requirements, in the comparative period presented.

For all our operating leases (primarily our office space/facility leases), where the Company is a lessee, adoption of the new standard resulted in recognizing on our balance sheet, a right-of-use (“ROU”) asset of $67,300, a reduction of accounts payable and accrued expenses of $24,100 relating to straight-line rent accruals and unamortized tenant improvement allowances, and a lease liability of $91,400. The right-of-use-asset and lease liability will be derecognized in a manner that effectively yields a straight-line lease expense over the lease term. In addition, the Company will no longer capitalize certain initial direct costs in connection with lease originations where it is the lessor.

Further, we elected the package of practical expedients permitted under the transition guidance within the new standard, which among other things, allowed us to carry forward the historical lease classification. We elected not to (a) use the hindsight practical expedient to determine the lease term for existing leases; and (b) recognize a lease liability and associated ROU asset for short term leases if such lease meet the definition under ASC 842. We chose not to elect the practical expedient to not separate non-lease components from lease components. The standard did not have a material impact on our condensed consolidated statement of income or condensed consolidated statement of cash flows.

•

~~In August 2018, the FASB issued ASU 2018-15,~~ ~~Intangibles-Goodwill and Other-Internal-Use Software (Subtopic 350-40): Customer’s Accounting for Implementation Costs Incurred in a Cloud Computing Arrangement That Is a Service Contract.~~ This ASU aligns the requirements for capitalizing implementation costs incurred in a hosting arrangement that is a service contract with the requirements for capitalizing implementation costs incurred to develop or obtain internal-use software. The Company adopted this standard effective January 1, 2019 and it did not have a material impact on the Company’s business, financial position or results of operations.

•

~~In October 2018, the FASB issued ASU 2018-16, Derivatives and Hedging (Topic 815),~~ ~~Inclusion of the Secured Overnight Financing Rate (SOFR) Overnight Index Swap (OIS) Rate as a Benchmark Interest Rate for Hedge Accounting Purposes.~~ This ASU permits use of the OIS rate based on SOFR as an eligible benchmark interest rate for purposes of applying hedge accounting under Topic 815. The adoption of this standard did not have any impact on the Company’s business, financial position or results of operations.

~~The adoption of the following ASUs did not have a material impact on the Company’s business, financial position or results of operations.~~


•	~~ASU 2017-08,~~ ~~Receivables - Nonrefundable Fees and Other Costs (Subtopic 310-20): Premium Amortization on Purchased Callable Debt Securities~~

•

~~ASU 2017-11,~~ Earnings Per Share (Topic 260); Distinguishing Liabilities from Equity (Topic 480); Derivatives and Hedging (Topic 815): (Part I) Accounting for Certain Financial Instruments with Down Round Features, (Part II) Replacement of the Indefinite Deferral for Mandatorily Redeemable Financial Instruments of Certain Nonpublic Entities and Certain Mandatorily Redeemable Noncontrolling Interests with a Scope Exception


•	~~ASU 2018-07,~~ ~~Compensation - Stock Compensation (Topic 718): Improvements to Nonemployee Share-Based Payment Accounting~~


•	~~ASU 2018-09,~~ ~~Codification Improvements~~

~~Recently Issued Accounting Pronouncements~~

~~In June 2016, the FASB issued ASU 2016-13,~~ Financial ~~Instruments-Credit~~Instruments - Credit Losses (Topic 326), Measurement of Credit Losses on Financial Instruments. This guidance significantly changes how entities will measure credit losses for most financial assets and certain other instruments that are ~~not~~ measured at ~~fair value through net income.~~amortized cost. The amendment introduces a new credit reserving framework known as ~~Current~~"Current Expected Credit ~~Loss~~Loss" (“CECL”), which replaces the incurred loss impairment framework in ~~current~~prior GAAP with one that reflects expected credit losses over the full ~~remaining~~expected life of financial assets and commitments, and requires consideration of a broader range of reasonable and supportable information, including estimation of future expected changes in macroeconomic conditions. ~~For AFS debt securities, entities will be required to record allowances rather than reduce~~Additionally, the ~~carrying amount, as they do today under the OTTI framework. The~~ standard ~~also simplifies~~changes the accounting framework for purchased ~~credit-impaired~~credit deteriorated HTM debt securities and ~~loans.~~loans, and dictates measurement of AFS debt securities using an allowance instead of reducing the carrying amount as it is under the prior OTTI framework. The Company ~~will adopt~~adopted the new guidance on January 1, ~~2020.~~

~~The Company established~~2020, on a cross-functional working group for implementation of this standard. Our implementation process includes (i) data sourcing and validation, (ii) development and validation of loss forecasting methodologies and models, including determiningmodified retrospective basis, which resulted in the length of the reasonable and supportable forecast period and selecting macroeconomic forecasting methodologies to comply with the new guidance, (iii) updating the design of our established governance, financial reporting, and internal control framework, (iv) updating accounting policies and procedures, and (v) determining future expanded disclosures on aspects such as credit quality. The status of our implementation is periodically presented to the Audit Committee and the Risk Committee. The Company continues to test and refine its current expected credit loss models to satisfy the requirements of the new standard. Oversight and testing, as well as efforts to meet expanded disclosure requirements, will extend through the remainder of 2019.

~~The Company currently expects an~~ increase in the ~~allowance for credit losses for finance receivables in the range~~ACL of 55% to 70% and a decrease (net of tax) in our regulatory capital amounts and ratios. The Company expects to leverage relief provided by federal banking regulatory agencies for an initial capital decrease by phasing in the adoption over four years on a straight-line basis in its calculation of regulatory capital amounts and ratios. The Company does not expect a material impact on its other financial instruments.

~~The increase in allowance for credit losses will be reflected as~~approximately $2.1 billion, a decrease to opening retained earnings of approximately $1.6 billion and a decrease in deferred tax liabilities, net of ~~income taxes,~~approximately $0.5 billion , at January 1, 2020. The estimated increase ~~will take into account~~was based on forecasts of expected future economic conditions and iswas primarily driven by the fact that the allowance ~~will cover~~now covers expected lifetime credit losses ~~over the full expected life~~ of the loan portfolios. ~~This estimate is subject to further refinement based~~The standard did not have a material impact on ~~continuing reviews and approvals of models, methodologies and judgments. The impact at January 1, 2020 will depend upon~~ the ~~nature and characteristics of our~~Company's other financial ~~instruments at the adoption date, the macroeconomic conditions and forecasts at that date, and other management judgments.~~instruments.

•

~~In August 2018, the FASB issued ASU 2018-13,~~ ~~Fair Value Measurement (Topic 820): Disclosure Framework- Changes to the Disclosure Requirements for Fair Value Measurement, which modifies the disclosure requirements on fair value measurements.~~ The ASU removes the requirement to disclose: the amount of and reasons for transfers between Level 1 and Level 2 of the fair value hierarchy; the policy for timing of transfers between levels; and the valuation processes for Level 3 fair value measurements. The ASU requires disclosure of changes in unrealized gains and losses for the period included in other comprehensive income (loss) for recurring Level 3 fair value measurements held at the end of the reporting period and the range and weighted average of significant unobservable inputs used to develop Level 3 fair value measurements. This new guidance will be effective for fiscal years beginning after December 15, 2019 and interim periods within those fiscal years. Early adoption is permitted. The Company is currently evaluating the effect that the new guidance will have on its consolidated financial statements and related disclosures.

In ~~addition~~March 2020, the FASB issued ASU 2020-4, Reference Rate Reform (Topic 848): Facilitation of the Effects of Reference Rate Reform on Financial Reporting. This guidance provides temporary optional expedients to ~~those described in detail above,~~reduce the ~~Company is also~~costs and complexity associated with the high volume of contractual modifications expected in the ~~process~~transition away from LIBOR as the benchmark rate in contracts and hedges.These optional expedients allow entities to negate many of ~~evaluating~~ the ~~ASU 2018-17,~~ ~~Consolidation (Topic 10): Targeted Improvements~~accounting impacts of modifying contracts and hedging relationships necessitated by reference rate reform, allowing them to ~~Related Party Guidance for Variable Interest Entities,~~ ~~but~~

~~does~~generally maintain the accounting as if a change had not ~~expect it~~occurred. The Company adopted this standard during the three months ended March 31, 2020, and will electt the practical expedients relative to Company’s contracts and hedging relationship modified as a result of reference rate reform through December 31, 2022. These practical expedients did not have a material impact on the Company’s business, financial position, results of operations, or disclosures.

•In December 2019, the FASB issued ASU 2019-12, Simplifying the Accounting for Income Taxes. The amendments in this ASU simplify the accounting for income taxes by removing certain exceptions to the general tax accounting principles and simplifying other specific tax scenarios. The Company early adopted this update as of January 1, 2020, and did not have any material impact to the Company’s business, financial position, results of operations, or disclosures.

The adoption of the following ASUs did not have a material impact on the Company’s business, financial position or results of operations.

•ASU 2018-17, Consolidation (Topic 10): Targeted Improvements to Related Party Guidance for Variable Interest Entities

•ASU 2018-13, Fair Value Measurement (Topic 820): Disclosure Framework- Changes to the Disclosure Requirements for Fair Value Measurement


2.	~~Finance Receivables~~

Accounting Policies

There have been no material changes (except as disclosed below) in the Company's accounting policies from those disclosed in Part II, Item 8 - Financial Statements and Supplementary Data in the 2019 Annual Report on Form 10-K.

The change in the following policy is as a result of the Company's adoption of CECL standard, on January 1, 2020.

•Investment securities

Debt securities expected to be held for an indefinite period of time are classified as AFS and recorded on the balance sheet at fair value. If the fair value of an AFS debt security declines below its amortized cost basis and the Company does not have the intention or requirement to sell the security before it recovers its amortized cost basis, declines due to credit factors will be recorded in earnings through the ACL for debt securities, and declines due to non-credit factors will be recorded in AOCI, net of taxes. Subsequent to recognition of a credit loss, improvements to the expectation of collectability will be reversed through the ACL for debt securities. If the Company has the intention or requirement to sell the security, the Company will record its fair value changes in earnings as a direct write down to the security. Increases in fair value above amortized cost basis are recorded in AOCI, net of taxes.

The Company conducts an impairment assessment quarterly on all AFS securities with a fair value that is less than their amortized cost basis to determine whether the loss is due to credit factors. Securities for which management expects risk of nonpayment of the amortized costs basis is zero, do not have a reserve. The Company has a zero loss expectation when the securities are issued or guaranteed by certain US government entities, since these entities have a long history of no defaults and the highest credit ratings issued by rating agencies. In the event of a credit loss, the credit component of the impairment is recognized within non-interest income as a separate line item, and by the recording of a valuation reserve. The non-credit component is recorded within AOCI.

•Purchased Credit Deteriorated or PCD loans

Loans that at acquisition the Company deems to have more than insignificant deterioration in credit quality since origination (i.e., Purchased Credit Deteriorated or PCD loans) require the recognition of an allowance for credit losses at purchase. The allowance for credit losses is added to the purchase price at the date of acquisition to determine the initial amortized cost basis of the PCD loan. The allowance for credit losses is calculated using the same methodology as originated loans, as described below. Alternatively, the Company can elect the fair value option at the time of purchase for any financial asset. Under the FVO, loans are recorded at fair value with changes in value recognized immediately in income. There is no ACL for loans under a FVO.

•Credit Loss Expense and Allowance for Credit losses

General

Credit loss expenses are charged to operations in amounts sufficient to maintain the ACL at levels considered adequate to cover expected credit losses in the Company’s retail installment contracts. The allowance for expected credit losses on retail installment contracts is measured based on a lifetime expected loss model, which means that it is not necessary for a loss event to occur before a credit loss is recognized. Management’s estimate of expected credit losses is based on an evaluation of relevant information about past events, current conditions, and reasonable and supportable forecasts that affect the future collectability of the reported amounts. Management's evaluation takes into consideration the risks in the portfolio, past loss experience, specific loans with loss potential, geographic and industry concentrations, delinquency trends, economic forecasts and other relevant factors. While management uses the best information available to make such evaluations, future adjustments to the ACL may be necessary if conditions differ substantially from the assumptions used in making the evaluations.

The Company measures expected losses of all components on an amortized cost basis. For all loans except TDRs, the Company has elected to exclude accrued interest receivable balances from the measurement of expected credit losses because it applies a nonaccrual policy that results in the timely write off of accrued interest.

Methodology

The Company uses several methodologies for the measurement of ACL. The ACL is made up of a quantitative and a qualitative component. To determine the quantitative component, the Company generally uses a DCF approach for determining ACL for TDRs and other individually assessed loans, and a non-DCF approach for other loans. Expected credit losses are estimated on an individual basis only if the individual asset or exposure does not share similar risk attributes with other financial assets or exposures, including when an asset is treated as a collateral dependent asset.

The ACL estimate includes significant assumptions including the reasonable and supportable economic forecast period, which considers the availability of forward-looking scenarios and their respective time horizons, as well as the reversion method to historical losses. This method results in a single, quantitatively consistent credit model across the entire projection period as the macroeconomic effects in the historical data are controlled for the estimate of the long-run loss level.

Models

The Company uses a statistical methodology based on an ECL approach that focuses on forecasting the ECL components (i.e., probability of default, payoff, loss given default and exposure at default) on a loan level basis to estimate the expected future life time losses. The individual loan balances used in the models are measured on an amortized cost basis.

•In calculating the probability of default and payoff, the Company developed model forecasts, which consider variables such as delinquency status, loan tenor and other credit quality indicators.

•The loss given default component forecasts the extent of losses given that a default has occurred and considers variables such as collateral, loan-to-value and other credit quality indicators.

•The exposure at default component captures the effects of expected partial prepayments and underpayments that are expected to occur during the forecast period and considers variable such as loan-to-value, collateral and other credit quality indicators.

The above ECL components are used to compute an ACL based on the weighted average of the results of the macroeconomic scenarios. The weighting of these scenarios is governed and approved quarterly by management through established committee governance. These ECL components are inputs to both the Company’s DCF approach for TDR and individually assessed loans, and non-DCF approach for other loans.

When using a non-DCF method to measure the ACL, the Company measures ECL over the asset’s contractual term, adjusted for (a) expected prepayments; (b) expected extensions associated with assets for which management has a reasonable expectation at the reporting date that it will execute a TDR with the borrower; and (c) expected extensions or renewal options (excluding those that are accounted for as derivatives) included in the original or modified contract at the reporting date that are not unconditionally cancellable by the entity.

DCF approaches

A DCF method measures expected credit losses by forecasting expected future principal and interest cash flows and discounting them using the financial asset’s EIR. The ACL reflects the difference between the amortized cost basis (including accrued interest) and the present value of the expected cash flows. When using a DCF method to measure the ACL, the period of exposure is determined as a function of the Company’s expectations of the timing of principal and interest payments. The Company considers estimated prepayments in the future principal and interest cash flows when utilizing a DCF Method. The Company generally uses a DCF approach for TDRs.

Collateral- Dependent Assets

A loan is considered a Collateral Dependent Financial Asset when (a) the Company determines foreclosure is probable or (b) the borrower is experiencing financial difficulty and the Company expects repayment to be provided substantially through the operation or sale of the collateral. For all collateral dependent loans such as certain bankruptcy modifications, the Company measures the ACL as the difference between the loan’s amortized cost basis and the fair value of the underlying collateral as of the reporting date, adjusted for expected costs to sell if repayment of the asset depends on the sale of the collateral. If repayment or satisfaction of the loan is dependent only on the operation, rather than the sale, of the collateral, the measure of credit losses does not incorporate estimated costs to sell. The collateral dependent loan is written down (i.e. charged off) to the fair value of the collateral adjusted for costs to sell (if repayment from sale is expected.) Any subsequent increase or decrease in the collateral’s fair value less cost to sell is recognized as an adjustment to the related loan’s ACL.

Negative allowance

Negative allowance is defined as the amount of future recovery expected for accounts that have already been charged-off. The Company performs an analysis of the actual historical recovery values to determine the pattern of recovery and expected rate of recovery over a given historic period, and uses the results of this analysis to determine negative allowance. Negative allowance reduces the ACL.

Qualitative Reserve

Regardless of the extent of the Company's analysis of customer performance, portfolio evaluations, trends or risk management processes established, a level of imprecision will always exist due to the judgmental nature of loan portfolio and/or individual loan evaluations. The Company maintains a qualitative reserve as a component of the ACL to recognize the existence of these exposures. Imprecisions include loss factors inherent in the loan portfolio that may not have been discreetly contemplated in deriving the quantitative component of the allowance, as well as potential variability in estimates.

The qualitative adjustment is also established in consideration of several factors such as inherent delays in obtaining information regarding a customer's financial condition or changes in its unique business conditions and the interpretation of economic trends. This analysis is conducted at least quarterly, and the Company revises the qualitative component of the allowance when necessary in order to address improving or deteriorating credit quality trends or specific risks associated with loan pool classification, not otherwise captured in the quantitative models.

Governance

A comprehensive analysis of the ACL is performed by the Company on a quarterly basis. Management regularly monitors the condition of borrowers and assesses both internal and external factors in determining whether any relationships have deteriorated considering factors such as historical loss experience, trends in delinquency, changes in risk composition and underwriting standards, experience and ability of staff and regional and national economic conditions, trends and forecasts. Risk factors are continuously reviewed and revised by management when conditions warrant.

The Company's reserves are principally based on various models subject to the Company's model risk management framework. New models are approved by the Company's Model Risk Management Committee. Models, inputs and documentation are further reviewed and validated at least annually, and the Company completes a detailed variance analysis of historical model projections against actual observed results on a quarterly basis. Required actions resulting from the Company's analysis, if necessary, are governed by its ACL Committee. Reserve levels are collectively reviewed for adequacy and approved quarterly by Board-level committees.

Changes in the assumptions used in these estimates could have a direct material impact on the credit loss expense in the Consolidated Statements of Operations and in the allowance for credit losses. The loan portfolio represents the largest asset on the Consolidated Balance Sheets. The Company’s models incorporate a variety of assumptions based on historical experience, current conditions and forecasts. Management also applies its judgement in evaluating the appropriateness of the allowance. Material change to the ACL might be necessary if prevailing conditions differ materially from the assumptions and estimates utilized in calculating the ACL.

2. Finance Receivables

Held For Investment

Finance receivables held for investment, net is comprised of the following at ~~September 30, 2019~~March 31, 2020 and December 31, ~~2018:~~

2019:


						March 31, 2020		December 31, 2019
Retail installment contracts, net (a)					Retail installment contracts, net (a)	$	25,322,609	$	27,719,221
Purchased receivables - credit deteriorated					Purchased receivables - credit deteriorated	10,872		12,177
Receivables from dealers					Receivables from dealers	12,366		12,536
	September 30, 2019		December 31, 2018
Retail installment contracts acquired individually (a)	$	26,452,517	$	25,065,511
Purchased receivables-Credit Impaired	13,620		19,235
Receivables from dealers	12,707		14,557
Personal loans (b)	—		2,014
Finance lease receivables (Note 3)	21,515		16,137		Finance lease receivables (Note 3)	23,918		23,085
Finance receivables held for investment, net	$	26,500,359	$	25,117,454	Finance receivables held for investment, net	$	25,369,765	$	27,767,019

(a) The Company has elected the fair value option for certain retail installment contracts reported in finance receivables held for investment, net. As of ~~September 30, 2019~~March 31, 2020 and December 31, ~~2018, $6,288~~2019, $15,307 and ~~$13,509~~$22,353 of loans were recorded at fair value, respectively (Note 13).

~~(b) The remaining balance of personal loans, held for investment, was charged off during the quarter ended June 30, 2019.~~

The Company’s held for investment portfolio of retail installment contracts ~~acquired individually, receivables from dealers, and personal loans~~ is comprised of the following at ~~September 30, 2019~~March 31, 2020 and December 31, ~~2018:~~2019:


	September 30, 2019										March 31, 2020
	Retail Installment Contracts Acquired Individually						Receivables from Dealers				Retail Installment Contracts
	Non-TDR			TDR							Non-TDR			TDR
Unpaid principal balance	$	25,353,223		$	4,221,473		$	12,841		Unpaid principal balance	$	27,261,964		$	3,459,695
Credit loss allowance - specific	—			(1,060,612		)	—
Credit loss allowance - collective	(2,051,792		)	—			(134		)
ACL										ACL	(4,482,663)			(973,236)

Discount	(75,202		)	(21,922		)	—			Discount	(21,542)			(13,109)
Capitalized origination costs and fees	84,062			3,286			—			Capitalized origination costs and fees	89,108			2,392
Net carrying balance	$	23,310,291		$	3,142,225		$	12,707		Net carrying balance	$	22,846,867		$	2,475,742
ACL as a percentage of unpaid principal balance										ACL as a percentage of unpaid principal balance	16.4		%	28.1		%
ACL and discount as a percentage of unpaid principal balance										ACL and discount as a percentage of unpaid principal balance	16.5		%	28.5		%


	December 31, 2018													December 31, 2019
	Retail Installment Contracts Acquired Individually						Receivables from Dealers			Personal Loans				Retail Installment Contracts
	Non-TDR			TDR									Non-TDR					TDR
Unpaid principal balance	$	23,054,157		$	5,378,603			$	14,710			$	2,637	Unpaid principal balance		$	26,895,551				$	3,859,040
Credit loss allowance - specific	—			(1,416,743		)	—			—			Credit loss allowance - specific	—					(914,718)
Credit loss allowance - collective	(1,819,360		)	—			(153		)	(761		)	Credit loss allowance - collective	(2,123,878)					—
Discount	(172,659		)	(40,333		)	—			—			Discount	(67,484)					(17,167)
Capitalized origination costs and fees	77,398			4,448			—			138			Capitalized origination costs and fees	84,961					2,916
Net carrying balance	$	21,139,536		$	3,925,975		$	14,557		$	2,014		Net carrying balance	$	24,789,150				$	2,930,071
Allowance as a percentage of unpaid principal balance													Allowance as a percentage of unpaid principal balance	7.9		%			23.7		%
Allowance and discount as a percentage of unpaid principal balance													Allowance and discount as a percentage of unpaid principal balance	8.1		%			24.1		%

Retail installment contracts

Retail installment contracts are collateralized by vehicle titles, and the Company has the right to repossess the vehicle in the event the consumer defaults on the payment terms of the contract. Most of the Company’s retail installment contracts held for investment are pledged against warehouse lines or securitization bonds (Note 5). Most of the borrowers on the Company’s retail installment contracts held for investment are retail consumers; however, ~~$663,342~~$781,871 and ~~$537,922~~$741,592 of the unpaid principal balance represented fleet contracts with commercial borrowers as of ~~September 30, 2019~~March 31, 2020 and December 31, ~~2018,~~2019, respectively.

During the ~~nine~~three months ended ~~September 30,~~March 31, 2020 and 2019, ~~and 2018,~~ the Company originated (including the SBNA originations program) ~~$9,514,939~~$2,621,828 and ~~$6,452,924,~~$2,442,582, respectively, in CCAP loans which represented ~~56%~~53% and ~~48%~~61%, respectively, of the total retail installment contract originations (including the SBNA originations program). As of September 30, 2019 and December 31, 2018, the Company’s carrying value of auto retail installment contract portfolio consisted of $9,942,534 and $8,977,284, respectively, of CCAP loans which represents 38% and 36%, respectively, of the Company’s carrying value of auto retail installment contract portfolio.

As of ~~September 30, 2019,~~March 31, 2020, borrowers on the Company’s retail installment contracts held for investment are located in Texas (17%), Florida (11%), California (9%), Georgia (6%) and other states each individually representing less than 5% of the Company’s total portfolio.

Purchased receivables ~~- Credit impaired~~

~~Purchased receivables portfolios, which were acquired with deteriorated credit quality, is comprised of the following at September 30, 2019 and December 31, 2018:~~

September 30, 2019 December 31, 2018
Outstanding balance $ 23,300
$ 30,631
Outstanding recorded investment, net of impairment 13,719
19,390

~~Changes in accretable yield on the Company’s purchased receivables portfolios-credit impaired for the periods indicated were as follows:~~

Three Months Ended Nine Months Ended
September 30, 2019
September 30, 2018 September 30, 2019
September 30, 2018
Balance — beginning of period $ 13,758
$ 18,368
$ 18,145
$ 19,464
Accretion of accretable yield (852 ) (1,974 ) (3,204 ) (7,059 )
Reclassifications from (to) nonaccretable difference (a) 2,265
2,111
230
6,100
Balance — end of period $ 15,171
$ 18,505
$ 15,171
$ 18,505

~~(a) Reclassifications from (to) nonaccretable difference represents the increases (decreases) in accretable yield resulting from higher (lower) estimated undiscounted cash flows.~~

During the three ~~and nine~~ months ended ~~September 30,~~March 31, 2020 and March 2019, ~~and 2018,~~ the Company did not acquire any vehicle loan portfolios ~~for which it was probable at acquisition that not all contractually required payments would be collected. However, during~~from third party lenders.

During the three months ended ~~September 30,~~March 31, 2020 and 2019 ~~and 2018,~~ the Company recognized certain retail installment contracts with an unpaid principal balance of 0,$76,878 and ~~for the nine months ended September 30, 2019 and 2018, the Company recognized certain retail installment contracts with an unpaid principal balance of $74,718 and $115,959,~~0 respectively, held by non-consolidated securitization Trusts, under optional clean-up calls (Note 6). Following the initial recognition of these loans at fair value, the performing loans in the portfolio are carried at amortized cost, net of allowance for credit losses. The Company elected the fair value option for all non-performing loans acquired (more than 60 days delinquent as of the re-recognition date), for which it was probable that not all contractually required payments would be collected (Note 13).

Receivable from Dealers

The receivables from dealers held for investment are all Chrysler Agreement-related. As of ~~September 30, 2019,~~March 31, 2020, borrowers on these dealer receivables are located in Virginia (70%) and New York (30%).

Held For Sale

The carrying value of the Company’s finance receivables held for sale, net is comprised of the following at ~~September 30, 2019~~March 31, 2020 and December 31, ~~2018:~~2019:

September 30, 2019 December 31, 2018
Personal loans $ 925,611
$ 1,068,757


	March 31, 2020		December 31, 2019


Personal loans	$	912,126	$	1,007,105

Sales of retail installment contracts and proceeds from sales of charged-off assets for the three ~~and nine~~ months ended ~~September 30,~~March 31, 2020 and 2019 ~~and 2018~~ were as follows:

Three months ended

March 31, 2020

March 31, 2019

Proceeds from sales of charged-off assets to third parties

20,875

20,225

Three Months Ended
Nine Months Ended
September 30, 2019
September 30, 2018
September 30, 2019
September 30, 2018
Sales of retail installment contracts to affiliates $ —
$ 274,609
$ —
$ 2,905,922
Proceeds from sales of charged-off assets to third parties 28,847
3,845
55,220
38,720

3. Leases (SC as Lessor)


3.	~~Leases (SC as Lessor)~~

The Company originates operating and finance leases, which are separately accounted for and recorded on the Company’s condensed consolidated balance sheets. Operating leases are reported as leased vehicles, net, while finance leases are included in finance receivables held for investment, net.

Operating Leases

Leased vehicles, net, which is comprised of leases originated under the Chrysler Agreement, consisted of the following as of ~~September 30, 2019~~March 31, 2020 and December 31, ~~2018:~~2019:


	March 31, 2020		December 31, 2019
Leased vehicles	$	22,152,579	$	21,722,726
Less: accumulated depreciation	(4,334,946)		(4,159,944)
Depreciated net capitalized cost	17,817,633		17,562,782
Manufacturer subvention payments, net of accretion	(1,144,927)		(1,177,342)
Origination fees and other costs	74,201		76,542
Net book value	$	16,746,907	$	16,461,982

September 30,
2019 December 31,
2018
Leased vehicles $ 21,067,104
$ 18,737,338
Less: accumulated depreciation (3,851,631 ) (3,518,025 )
Depreciated net capitalized cost 17,215,473
15,219,313
Manufacturer subvention payments, net of accretion (1,258,407 ) (1,307,424 )
Origination fees and other costs 80,751
66,966
Net book value $ 16,037,817
$ 13,978,855

The following summarizes the maturity analysis of lease payments due to the Company as lessor under operating leases as of ~~September 30, 2019:~~March 31, 2020:



Remainder of 2020	$	2,141,841
2021	1,963,561
2022	829,750
2023	144,756
2024	154
Thereafter	—
Total	$	5,080,062

Remainder of 2019 $ 727,355
2020 2,493,461
2021 1,463,152
2022 364,066
2023 18,874
Thereafter —
Total $ 5,066,908

Finance Leases

Certain leases originated by the Company are accounted for as direct financing leases, as the contractual residual values are nominal amounts. Finance lease receivables, net consisted of the following as of ~~September 30, 2019~~March 31, 2020 and December 31, ~~2018:~~2019:


	September 30, 2019			December 31, 2018				March 31, 2020		December 31, 2019
Gross investment in finance leases	$	31,632		$	23,809		Gross investment in finance leases	$	34,803	$	34,443
Origination fees and other	222			152			Origination fees and other	277		241
Less: unearned income	(6,197		)	(4,465		)	Less: unearned income	(7,093)		(6,859)
Net investment in finance leases before allowance	25,657			19,496			Net investment in finance leases before allowance	27,987		27,825
Less: allowance for lease losses	(4,142		)	(3,359		)
Less: allowance for lease losses (a)							Less: allowance for lease losses (a)	(4,069)		(4,740)
Net investment in finance leases	$	21,515		$	16,137		Net investment in finance leases	$	23,918	$	23,085

(a) The impact of day 1 - Adjustment to allowance for adoption of CECL standard was insignificant.

The following summarizes the maturity analysis of lease payments due to the Company as lessor under finance leases as of ~~September 30, 2019:~~March 31, 2020:



Remainder of 2020	$	7,886
2021	9,574
2022	8,175
2023	5,823
2024	3,160
Thereafter	185
Total	$	34,803

Remainder of 2019 $ 2,288
2020 9,100
2021 8,050
2022 6,532
2023 4,329
Thereafter 1,333
Total $ 31,632


4.	~~Credit Loss Allowance and Credit Quality~~

4. Credit Loss Allowance and Credit Quality

Credit Loss Allowance

During the three months ended March 31, 2020, the Company changed the model used for estimating the ACL on retail installment contracts from incurred loss model to an expected lifetime loss model, as a result of the Company's adoption of the CECL standard on January 1, 2020.

The Company ~~estimates~~maintains an ACL on the ~~allowance for credit losses on individually acquired~~ retail installment contracts (including loans acquired from third party lenders that are considered to have no credit deterioration at acquisition) ~~and personal loans~~ held for investment, not classified as TDRs, based on delinquency status, historical loss experience, estimated values of underlying collateral, when applicable, and various economic factors. In developing the allowance, the Company utilizes a loss emergence period assumption, a loss given default assumption applied to recorded investment, and a probability of default assumption. The loss emergence period assumption represents the average length of time between when a loss event is first estimated to have occurred and when the account is charged-off. The recorded investment represents unpaid principal balance adjusted for unaccreted net discounts, subvention from manufacturers, and origination costs. Under this approach, the resulting allowance represents the expected net losses of recorded investment inherent in the portfolio. The Company uses a transition based Markov model for estimating the allowance for credit losses on individually acquired retail installment contracts. This model utilizes the recently observed loan transition rates from various loan statuses, including delinquency and accounting statuses from performing to charge off, to forecast future losses.

~~For~~excluding those loans ~~classified as TDRs, impairment is generally~~ measured ~~based on the present value of expected future cash flows discounted~~ at ~~the original effective interest rate. For loans that are considered collateral-dependent, such as certain bankruptcy modifications, impairment is measured based on the~~ fair value ~~of the collateral, less its estimated cost to sell. The amount of the allowance is equal to the difference between the loan’s impaired value and the recorded investment.~~

in accordance with applicable accounting standards. The Company maintains ~~a general credit loss allowance~~an expected ACL for receivables from dealers based on risk ratings and individually evaluates loans for specific impairment as necessary. As of ~~September 30,~~March 31, 2020 and 2019, ~~and 2018,~~ the ~~credit loss allowance~~ACL for receivables from dealers is comprised entirely of general allowance as none of these receivables have been determined to be individually impaired. The Company estimates losses on the finance lease receivable portfolio based on delinquency status, loss experience to date, future expectation of losses as well as various economic factors.

Retail installment contracts

The activity in the ~~credit loss allowance~~ACL for ~~individually acquired~~the retail installment contracts ~~and Dealer Loans~~ for the three ~~and nine~~ months ended ~~September 30,~~March 31, 2020 and 2019 ~~and 2018~~ was as follows:


																														Three Months Ended March 31, 2020
	Three Months Ended September 30, 2019														Three Months Ended September 30, 2018
	Retail Installment Contracts Acquired Individually						Receivables from Dealers				Personal Loans				Retail Installment Contracts Acquired Individually							Receivables from Dealers			Personal Loans					Retail Installment Contracts
	Non-TDR			TDR										Non-TDR				TDR											Non-TDR			TDR
										Personal Loans
Balance — beginning of period	$	1,961,893		$	1,156,303		$	135				$	—		$	1,651,714			$	1,664,222		$	158			$	1,116
Provision for credit losses *	484,626			102,494			(1		)			(34		)	380,496				217,447			(3		)		(135		)
Balance — beginning of year																												Balance — beginning of year						$	2,123,878	$	914,718
Day 1 - Adjustment to allowance for adoption of CECL standard																												Day 1 - Adjustment to allowance for adoption of CECL standard		2,030,473			71,833
Credit loss expense																												Credit loss expense		757,193			150,850

Charge-offs (a)	(962,573		)	(381,490		)	—				—				(701,393		)		(524,429		)	—			(414		)	Charge-offs (a)		(899,550)			(289,567)
Recoveries	567,846			183,305			—				34				410,045				202,568			—			330			Recoveries		470,669			125,402

Balance — end of period	$	2,051,792		$	1,060,612		$	134			$	—			$	1,740,862			$	1,559,808		$	155		$	897		Balance — end of period		$	4,482,663		$	973,236

* Includes impact for individually acquired retail installment contracts transferred back from held for sale.


																														Three Months Ended March 31, 2019
	Nine months ended September 30, 2019													Nine months ended September 30, 2018
	Retail Installment Contracts Acquired Individually						Receivables from Dealers			Personal Loans				Retail Installment Contracts Acquired Individually								Receivables from Dealers				Personal Loans				Retail Installment Contracts
	Non-TDR			TDR										Non-TDR				TDR												Non-TDR			TDR
													Receivables from Dealers				Personal Loans				Receivables from Dealers
Balance — beginning of period	$	1,819,360		$	1,416,743		$	153		$	761			$	1,540,315				$	1,804,132			$	164			$	2,565
Provision for credit losses	1,279,931			266,913			(19		)	1,119				930,595					585,771				(9		)	(320		)
Balance — beginning of year																													Balance — beginning of year		$	1,819,360		$	1,416,743
Credit loss expense																													Credit loss expense	446,488			104,613
Charge-offs (a)	(2,685,931		)	(1,217,650		)	—			(2,107		)		(1,962,220		)		(1,484,482		)		—				(2,177		)	Charge-offs (a)	(927,457)			(466,637)
Recoveries	1,638,432			594,606			—			227				1,232,172				654,387				—				829			Recoveries	552,960			225,930

Balance — end of period	$	2,051,792		$	1,060,612		$	134		$	—			$	1,740,862			$	1,559,808			$	155			$	897		Balance — end of period	$	1,891,351		$	1,280,649

(a) Charge-offs for retail installment contracts ~~acquired individually~~includes partial write-down of loans to the collateral value less estimated costs to sell, for which a bankruptcy notice was received. There is no additional ~~credit loss allowance~~ACL on these loans.

The credit risk in the Company’s loan portfolios is driven by credit and collateral quality, and is affected by borrower-specific and economy-wide factors. In general, there is an inverse relationship between credit quality of loans and projections of impairment losses so that loans with better credit quality require a lower expected loss. The Company manages this risk through its underwriting, pricing strategies, credit policy standards, and servicing guidelines and practices, as well as the application of geographic and other concentration limits.

The Company estimates lifetime expected losses ~~on the finance lease receivable portfolio~~ based on ~~delinquency status and loss experience to date,~~prospective information as well as ~~various~~account level models based on historical data. Unemployment, housing price index, and used vehicle index growth rates, along with loan level characteristics, are the key inputs used in the models for prediction of the likelihood that the borrower will default in the forecasted period (the probability of default). The used vehicle index is also used to estimate the loss in the event of default.

The Company has determined the reasonable and supportable period to be three years at which time the economic ~~factors.~~forecasts generally tend to revert to historical averages. The Company utilizes qualitative factors to capture any

additional risks that may not be captured in either the economic forecasts or in the historical data. The Company generally uses a third-party vendor's consensus baseline macroeconomic scenario for the quantitative estimate and additional positive and negative macroeconomic scenarios to make qualitative adjustment for the macroeconomic uncertainty. The scenarios are periodically updated over a reasonable and supportable time horizon with weightings assigned by management and approved through established committee governance, as inputs to the estimate.

To capture potential additional default risk as well as potential decreases in used car prices resulting from COVID-19, for the three months ended March 31, 2020, the Company adjusted the ACL using an additional outbreak specific economic forecast that considered a V-shaped economic recovery of COVID-19.

The Company’s allowance for credit losses increased $2.4 billion for the three months ended March 31, 2020. The primary drivers were an approximately $2.1 billion increase at CECL adoption on January 1, 2020, driven mainly by the addition of lifetime expected credit losses for non-TDR loans, and approximately $0.3 billion, net due to business drivers during the first quarter of 2020, which includes approximately $0.4 billion of additional reserves specific to COVID-19 risk, partially offset by decline in balances.

Other portfolios

The ACL for the period end and its activity for Dealer Loans, Finance Lease receivable portfolio, and Purchased receivable portfolio - credit deteriorated, for the three months ended March 31, 2020 and 2019, is insignificant.

For personal loans, the activity in the ~~lease loss allowance for finance leases~~ACL was insignificant for the three ~~and nine~~ months ended ~~September~~2019. The remaining balance of personal loans, held for investment, was charged off during the quarter ended June 30, ~~2019 and 2018 was as follows:~~2019.

Three Months Ended Nine Months Ended
September 30, 2019 September 30, 2018 September 30, 2019 September 30, 2018
Balance — beginning of period $ 3,928
$ 3,582
$ 3,359
$ 5,642
Provision for lease losses 229
109
1,145
(1,239 )
Charge-offs (1,289 ) (1,614 ) (3,078 ) (4,755 )
Recoveries 1,274
1,387
2,716
3,816
Balance — end of period $ 4,142
$ 3,464
$ 4,142
$ 3,464

~~There was no impairment activity noted for purchased receivable-credit impaired portfolio for the three and nine months ended September 30, 2019 and September 30, 2018.~~

Delinquencies

Retail installment contracts and personal amortizing term loans are generally classified as non-performing (or nonaccrual) when they are greater than 60 days past due as to contractual principal or interest payments. Dealer receivables are classified as non-performing when they are greater than 90 days past due. At the time a loan is placed in non-performing (nonaccrual) status, previously accrued and uncollected interest is reversed against interest income. If an account is returned to a performing (accrual) status, the Company returns to accruing interest on the loan.

The Company considers an account delinquent when an obligor fails to pay substantially all (defined as 90%) of the scheduled payment by the due date. In each case, the period of delinquency is based on the number of days payments are contractually past due.

A summary of delinquencies as of March 31, 2020, and December 31, 2019 is as follows:


	March 31, 2020
	Finance Receivables Held for Investment
	Retail Installment Contract Loans		Purchased Receivables Portfolios - credit deteriorated		Total		Percent

Amortized cost, 30-59 days past due	2,565,268		1,872		2,567,140		8.3	%
Amortized cost over 59 days	1,418,857		1,008		1,419,865		4.6	%
Total delinquent balance at amortized cost (a)	$	3,984,125	$	2,880	$	3,987,005	12.9	%

(a) The amount of accrued interest excluded from the disclosed amortized cost table is $52,300.


	December 31, 2019
	Finance Receivables Held for Investment
	Retail Installment Contract Loans		Purchased Receivables Portfolios - credit impaired		Total		Percent

Principal, 30-59 days past due	2,972,495		1,930		2,974,425		9.7	%
Delinquent principal over 59 days	1,578,452		1,596		1,580,048		5.1	%
Total delinquent principal (a)	$	4,550,947	$	3,526	$	4,554,473	14.8	%

(a) The table includes balances based on UPB. Difference between amortized cost and UPB was not material.

As of March 31, 2020 and December 31, 2019, there were 0 receivables from dealers that were 30 days or more delinquent. The accrual of interest on revolving personal loans continues until the loan is charged off. The unpaid principal balance on revolving personal loans 90 days past due and still accruing totaled ~~$126,283~~$110,854 and ~~$129,227~~$128,872 as of ~~September 30, 2019~~March 31, 2020 and December 31, ~~2018,~~2019, respectively.

~~A summary~~Non-Accrual Loans for Retail Installment Contracts

The amortized cost basis of ~~delinquencies as of September 30, 2019 and December 31, 2018~~financial instruments that are either non-accrual with related expected credit loss or non-accrual without related expected credit loss for retail installment contracts is as follows:

September 30, 2019
Retail Installment Contracts Held for Investment
Loans Acquired Individually Purchased Receivables Portfolios Total
Principal, 30-59 days past due $ 2,806,640
$ 1,734
$ 2,808,374
Delinquent principal over 59 days (a) 1,392,955
1,119
1,394,074
Total delinquent principal $ 4,199,595
$ 2,853
$ 4,202,448

December 31, 2018
Retail Installment Contracts Held for Investment
Loans Acquired Individually Purchased Receivables Portfolios Total
Principal, 30-59 days past due $ 3,118,869
$ 2,926
$ 3,121,795
Delinquent principal over 59 days (a) 1,712,243
1,532
1,713,775
Total delinquent principal $ 4,831,112
$ 4,458
$ 4,835,570

~~(a) Interest is generally accrued until 60 days past due in accordance with the Company’s accounting policy for retail installment contracts.~~

~~The retail installment contracts acquired individually held for investment that were placed on nonaccrual status, as of September 30, 2019 and December 31, 2018:~~


	September 30, 2019				December 31, 2018					March 31, 2020
	Amount		Percent (a)		Amount		Percent (a)			Non-accrual loans		Non-accrual loans with no allowance (a)		Interest income recognized on nonaccrual loans		Non-accrual loans as a percent of total amortized cost
Non-TDR	$	927,027	3.1	%	$	834,921	2.9	%	Non-TDR	$	1,054,039	$	142,511	$	24,681	3.4	%
TDR	511,990		1.7	%	733,218		2.6	%	TDR	421,341		51,575		13,429		1.4	%
Total nonaccrual principal	$	1,439,017	4.8	%	$	1,568,139	5.5	%
Total non-accrual loans									Total non-accrual loans	$	1,475,380	$	194,086	$	38,110	4.8	%

(a) ~~Percent of unpaid principal balance of total retail installment contracts individually held~~These represent loans for ~~investment.~~which a bankruptcy notice was received, and have been partially write-down to the collateral value less estimated costs to sell. Accordingly, there is no additional ACL on these loans.


	December 31, 2019
	Amount		Percent
Non-TDR	$	1,099,462	3.6	%
TDR	516,119		1.7	%
Total nonaccrual principal (a)	$	1,615,581	5.3	%

(a) The table includes balances ~~in the above tables reflect total unpaid principal balance rather than recorded investment before allowance.~~based on UPB. Difference between amortized cost and UPB was not material.

~~As of September 30, 2019 and December 31, 2018, there were 0 receivables from dealers that were 30 days or more delinquent.~~

Credit Quality Indicators

~~FICO~~^®FICO® Distribution (determined at origination) — ~~A summary of the credit risk profile of the Company’s retail installment contracts held~~Amortized Cost Basis (in millions) by Origination Year for ~~investment by FICO~~^® ~~distribution, determined at origination, as of September 30, 2019 and December 31, 2018 was as follows:~~Retail Installment Contacts

FICO^® Band
September 30, 2019 (b) December 31, 2018 (b)
Commercial (a) 2.2% 1.9%
No-FICOs 10.6% 11.0%
<540 17.9% 19.8%
540-599 32.9% 32.9%
600-639 19.0% 18.2%
>640 17.3% 16.2%


																		Total
March 31, 2020	2020 (b)		2019		2018		2017		2016		2015		Prior		Amount		%

No-FICO^®s	508		1,681		784		813		446		296		88		4,616		15.0%
<540	552		1,799		1,244		650		399		309		188		5,141		16.7%
540-599	1,136		3,982		2,405		974		649		455		212		9,813		31.9%
600-639	694		2,529		1,392		491		362		231		119		5,818		18.9%
>640	837		2,271		1,176		404		340		258		105		5,391		17.5%
Total (c)	$	3,727	$	12,262	$	7,001	$	3,332	$	2,196	$	1,549	$	712	$	30,779	100.0%

(a)No FICO^® score is obtained on loans to commercial borrowers.

(b) Represents three months ended March 31, 2020

~~(b)~~(c) The amount of accrued interest excluded from the disclosed amortized cost table is $299 million.


FICO® Band						December 31, 2019 (b)

No-FICO®s						12.4%
<540						16.9%
540-599						31.9%
600-639						19.0%
>640						19.8%

(a) No FICO^® score is obtained on loans to commercial borrowers.

(b) Percentages are based on ~~unpaid principal balance.~~UPB. Difference between amortized cost and UPB was not material.

Commercial Lending — The Company’s risk department performs a credit analysis and classifies certain loans over an internal threshold based on the commercial lending ~~classifications described in Part II, Item 8 - Financial Statements and Supplementary Data (Note 4) in the 2018 Annual Report on Form 10-K.~~classifications. All the receivables from dealers, as of ~~September 30, 2019~~March 31, 2020 and December 31, ~~2018~~2019 were classified as “Pass.”

Troubled Debt Restructurings

In certain circumstances, the Company modifies the terms of its finance receivables to troubled borrowers. Modifications may include a temporary reduction in monthly payment, reduction in interest rate, an extension of the maturity date, rescheduling of future cash flows, or a combination thereof. A modification of finance receivable terms is considered a TDR if the Company grants a concession to a borrower for economic or legal reasons related to the debtor’s financial difficulties that would not otherwise have been considered. Management considers TDRs to include all individually acquired retail installment contracts that have been modified at least once, deferred for a period of 90 days or more, or deferred at least twice. Additionally, restructurings through bankruptcy proceedings are deemed to be TDRs. The purchased receivables ~~portfolio-credit impaired,~~portfolio - credit deteriorated, operating and finance leases, and loans held for sale, including personal

loans, are excluded from the scope of the applicable guidance. The Company’s TDR balance as of ~~September 30, 2019~~March 31, 2020 and December 31, ~~2018~~2019 primarily consisted of loans that had been deferred or modified to receive a temporary reduction in monthly payment. As of ~~September 30, 2019~~March 31, 2020 and December 31, ~~2018,~~2019, there were 0 receivables from dealers classified as a TDR.

A loan that has been classified as a TDR remains so until the loan is liquidated through payoff or charge-off. For loans on nonaccrual status, interest income is recognized on a cash basis, and the accrual of interest is resumed and reinstated if a delinquent account subsequently becomes 60 days or less past due. The recognition of interest income on TDR loans reflects management’s best estimate of the amount that is reasonably assured of collection and is consistent with the estimate of future cash flows used in the impairment measurement. Any accrued but unpaid interest is fully reserved for through the recognition of additional impairment, ~~on the recorded investment,~~ if not expected to be collected.

The table below presents the Company’s amortized cost (including accrued interest) of TDRs as of ~~September 30, 2019~~March 31, 2020 and December 31, ~~2018:~~2019:

September 30, 2019 December 31, 2018
Outstanding recorded investment (a) $ 4,191,540
$ 5,365,477
Impairment (1,060,612 ) (1,416,743 )
Outstanding recorded investment, net of impairment $ 3,130,928
$ 3,948,734


	March 31, 2020		December 31, 2019

	Retail Installment Contracts
Amortized Cost including accrued interest (a)	$	3,436,753	$	3,828,892
Impairment	(973,236)		(914,718)
Amortized cost including accrued interest, net of impairment	$	2,463,517	$	2,914,174

(a) As of ~~September 30, 2019, the outstanding recorded investment~~March 31, 2020, this balances excludes ~~$96.9~~$86.7 million of collateral-dependent bankruptcy TDRs that have been written down by ~~$38.0~~$35.2 million to fair value less cost to sell. As of December 31, ~~2018, the outstanding recorded investment~~2019, this balance excludes ~~$90.1~~$94.9 million of collateral-dependent bankruptcy TDRs that have been written down by $36.4 million to fair value less cost to sell.

A summary of the amortized cost (including accrued interest) of the Company’s delinquent TDRs at ~~September 30, 2019~~March 31, 2020 and December 31, ~~2018,~~2019 is as ~~follows (a):~~follows:

September 30, 2019 December 31, 2018
Principal, 30-59 days past due $ 950,716
$ 1,265,946
Delinquent principal over 59 days 518,046
810,589
Total delinquent TDR principal $ 1,468,762
$ 2,076,535


	March 31, 2020		December 31, 2019

	Retail Installment Contracts (a)

30-59 days past due	704,812		927,952
Delinquent balance over 59 days	417,523		521,709
Total delinquent TDRs	$	1,122,335	$	1,449,661

(a) The December 31, 2019 balances ~~in the above table reflect total~~were based on unpaid principal ~~balance rather than net recorded investment before allowance.~~

balance. Difference between amortized cost and UPB was not material.

Average ~~recorded investment~~amortized cost (including accrued interest) and interest income recognized on TDR loans are as follows:

Three Months Ended Nine Months Ended
September 30, 2019
September 30, 2018 September 30, 2019
September 30, 2018
Average outstanding recorded investment in TDRs $ 4,399,099
$ 5,968,689
$ 4,790,378
$ 6,167,812
Interest income recognized $ 188,331
$ 257,168
$ 623,324
$ 808,230



	Three Months Ended
	March 31, 2020		March 31, 2019
	Retail Installment Contracts
Average amortized cost (including accrued interest)	$	3,687,797	$	5,181,657
Interest income recognized	156,238		235,688

The following table summarizes the financial effects, excluding impacts related to credit loss allowance and impairment, of TDRs (including collateral-dependent bankruptcy TDRs) that occurred for the three ~~and nine~~ months ended ~~September 30, 2019~~March 31, 2020 and ~~2018:~~

Three Months Ended Nine Months Ended
September 30, 2019 September 30, 2018 September 30, 2019 September 30, 2018
Outstanding recorded investment before TDR $ 376,206
$ 471,482
$ 1,003,755
$ 1,779,855
Outstanding recorded investment after TDR $ 377,750
$ 472,392
$ 1,006,637
$ 1,780,494
Number of contracts (not in thousands) 21,575
28,004
58,783
105,643

2019:



	Three Months Ended
	March 31, 2020		March 31, 2019
	Retail Installment Contracts
Amortized cost (including accrued interest) before TDR	$	177,215	$	332,010
Amortized cost (including accrued interest) after TDR	177,604		332,630
Number of contracts (not in thousands)	9,826		19,873

A TDR is considered to have subsequently defaulted upon charge off, which for retail installment contracts is at the earlier of the date of repossession or 120 days past due and for revolving personal loans is generally the month in which the receivable becomes 180 days past due. Loan restructurings accounted for as TDRs within the previous twelve months that subsequently defaulted during the three ~~and nine~~ months ended ~~September 30,~~March 31, 2020 and 2019 ~~and 2018~~ are summarized in the following table:

Three Months Ended Nine Months Ended
September 30, 2019 September 30, 2018 September 30, 2019
September 30, 2018
Recorded investment in TDRs that subsequently defaulted (a) $ 83,254
$ 163,483
$ 299,619
$ 503,309
Number of contracts (not in thousands) 5,190
9,924
18,097
30,171


	Three Months Ended

	March 31, 2020		March 31, 2019
	Retail Installment Contracts
Amortized cost (including accrued interest) in TDRs that subsequently defaulted (a)	$	69,335	$	126,238
Number of contracts (not in thousands)	4,085		7,572

(a) For TDR modifications and TDR modifications that subsequently default, the allowance methodology remains unchanged; however, the transition rates of the TDR loans are adjusted to reflect the respective risks.

5. Debt

~~Revolving~~


Total borrowings and other debt obligations as of March 31, 2020 and December 31, 2019 consists of:
	March 31, 2020		December 31, 2019
Notes Payable — Facilities with Third Parties	$	6,521,679	$	5,399,931
Notes Payable — Secured Structured Financings	28,043,124		28,141,885
Notes Payable — Facilities with Santander and Related Subsidiaries (a)	5,652,077		5,652,325
	$	40,216,880	$	39,194,141

Notes Payable - Credit Facilities

The following table presents information regarding the Company’s credit facilities as of ~~September 30, 2019~~March 31, 2020 and December 31, ~~2018:~~2019:


	March 31, 2020
	Maturity Date(s)	Utilized Balance		Committed Amount		Effective Rate	Assets Pledged		Restricted Cash Pledged
Facilities with third parties:
Warehouse line	June 2021	$	470,684	$	500,000	2.18%	$	674,616	$	—
Warehouse line	March 2021	872,645		1,250,000		2.62%	1,674,040		1
Warehouse line (b)	October 2021	—		1,000,000		3.47%	—		—
Warehouse line (c)	October 2021	1,502,143		4,000,000		3.47%	1,515,207		2,055
Warehouse line	July 2021	156,000		500,000		3.82%	177,679		261
Warehouse line	October 2021	1,790,377		2,100,000		2.65%	2,744,449		328
Repurchase facility	July 2020	233,893		233,893		3.80%	377,550		—
Repurchase facility (d)	April 2020	53,234		53,234		3.04%	99,120		—
Repurchase facility (d)	April 2020	26,483		26,483		4.64%	69,945		—
Warehouse line	January 2022	739,300		1,000,000		2.62%	1,325,376		—
Warehouse line	November 2021	480,320		500,000		2.27%	531,179		261
Warehouse line	June 2021	196,600		600,000		5.04%	234,858		56
Total facilities with third parties		6,521,679		11,763,610			9,424,019		2,962
Facilities with Santander and related subsidiaries:
Promissory Note	December 2021	250,000		250,000		3.70%	—		—
Promissory Note	December 2022	250,000		250,000		3.95%	—		—
Promissory Note	December 2023	250,000		250,000		5.25%	—		—
Promissory Note	December 2022	250,000		250,000		5.00%	—		—
Promissory Note	March 2021	300,000		300,000		3.95%	—		—
Promissory Note	October 2020	400,000		400,000		3.10%	—		—
Promissory Note	November 2022	400,000		400,000		3.90%	—		—
Promissory Note	May 2020	500,000		500,000		3.49%	—		—
Promissory Note	June 2022	500,000		500,000		3.30%	—		—
Promissory Note	July 2024	500,000		500,000		3.90%	—		—
Promissory Note (a)	March 2022	650,000		650,000		4.20%	—		—
Promissory Note	August 2021	650,000		650,000		3.44%	—		—
Promissory Note	September 2023	750,000		750,000		3.27%	—		—
Line of credit	July 2021	—		500,000		3.40%	—		—
Line of credit	March 2022	—		2,500,000		4.19%	—		—
Total facilities with Santander and related subsidiaries		5,650,000		8,650,000			—		—
Total revolving credit facilities		$	12,171,679	$	20,413,610		$	9,424,019	$	2,962

(a) In 2017, the Company entered into an interest rate swap to hedge the interest rate risk on this fixed rate debt. This derivative was designated as fair value hedge at inception. This derivative was later terminated and the unamortized fair value hedge adjustment as of March 31, 2020 and December 31, 2019 was $2.1 million and $2.3 million, respectively, the amortization of which will reduce interest expense over the remaining life of the fixed rate debt.

September 30, 2019
Maturity Date(s) Utilized Balance Committed Amount Effective Rate Assets Pledged Restricted Cash Pledged
Facilities with third parties:
Warehouse line June 2021 $ 290,384
$ 500,000
3.22% $ 421,304
$ —
Warehouse line March 2021 547,945
1,250,000
3.49% 794,643
—
Warehouse line (a) August 2020 1,728,842
4,400,000
3.70% 2,760,820
2,473
Warehouse line July 2021 484,700
500,000
3.30% 650,051
—
Warehouse line October 2020 1,062,977
2,050,000
3.83% 1,480,296
1,207
Repurchase facility (b) January 2020 332,388
332,388
3.80% 452,740
—
Repurchase facility (b) October 2019 95,901
95,901
3.04% 153,680
—
Repurchase facility (b) December 2019 47,824
47,824
3.30% 69,945
—
Warehouse line November 2020 481,300
1,000,000
3.27% 700,767
—
Warehouse line November 2020 322,420
500,000
2.98% 356,093
352
Warehouse line June 2021 65,900
350,000
5.61% 77,355
149
Total facilities with third parties 5,460,581
11,026,113
7,917,694
4,181
Facilities with Santander and related subsidiaries:
Promissory Note December 2021 250,000
250,000
3.70% —
—
Promissory Note December 2022 250,000
250,000
3.95% —
—
Promissory Note December 2023 250,000
250,000
5.25% —
—
Promissory Note December 2022 250,000
250,000
5.00% —
—
Promissory Note March 2021 300,000
300,000
3.95% —
—
Promissory Note October 2020 400,000
400,000
3.10% —
—
Promissory Note May 2020 500,000
500,000
3.49% —
—
Promissory Note June 2022 500,000
500,000
3.30% —
—
Promissory Note July 2024 500,000
500,000
3.90% —
—
Promissory Note (c) March 2022 650,000
650,000
4.20% —
—
Promissory Note August 2021 650,000
650,000
3.44% —
—
Promissory Note September 2023 750,000
750,000
3.27% —
—
Line of credit July 2021 —
500,000
4.27% —
—
Line of credit March 2022 —
3,000,000
5.60% —
—
Total facilities with Santander and related subsidiaries 5,250,000
8,750,000
—
—
Total revolving credit facilities $ 10,710,581
$ 19,776,113
$ 7,917,694
$ 4,181
(b) During the three months ended March 31, 2020, Chrysler Finance Loan credit facility was reactivated with a $1 billion commitment. In April 2020, the commitment amount was increased by $500 million.

~~(a)~~(c) This line is held exclusively for financing of Chrysler ~~Capital~~Finance leases. In April 2020, the commitment amount was reduced by $500 million.

~~(b)~~(d) The repurchase facilities are collateralized by securitization notes payable retained by the Company. As the borrower, we are exposed to liquidity risk due to changes in the market value of the retained securities pledged. In some instances, we place or receive cash collateral with counterparties under collateral arrangements associated with our repurchase agreements. The maturity date for ~~the~~these repurchase ~~facility~~facilities trade ~~that expires~~expiring in ~~October 2019~~April 2020 was extended to ~~January~~May 2020.

~~(c)~~

In 2017, the Company entered into an interest rate swap to hedge the interest rate risk on this fixed rate debt. This derivative was designated as fair value hedge at inception. This derivative was later terminated and the unamortized fair value hedge adjustment as of September 30, 2019 and December 31, 2018 was $2.6 million and $3.2 million, respectively, the amortization of which will reduce interest expense over the remaining life of the fixed rate debt.

December 31, 2018
Maturity Date(s) Utilized Balance Committed Amount Effective Rate Assets Pledged Restricted Cash Pledged
Facilities with third parties:
Warehouse line August 2019 $ 53,584
$ 500,000
8.34% $ 78,790
$ —
Warehouse line Various 314,845
1,250,000
4.83% 458,390
—
Warehouse line August 2020 2,154,243
4,400,000
3.79% 2,859,113
4,831
Warehouse line October 2020 242,377
2,050,000
5.94% 345,599
120
Repurchase facility April 2019 167,118
167,118
3.84% 235,540
—
Repurchase facility March 2019 131,827
131,827
3.54% 166,308
—
Warehouse line November 2020 1,000,000
1,000,000
3.32% 1,430,524
6
Warehouse line November 2020 317,020
500,000
3.53% 359,214
525
Warehouse line October 2019 97,200
350,000
4.35% 108,418
328
Total facilities with third parties 4,478,214
10,348,945
6,041,896
5,810
Facilities with Santander and related subsidiaries:
Promissory Note December 2022 250,000
250,000
3.95% —
—
Promissory Note December 2021 250,000
250,000
3.70% —
—
Promissory Note December 2023 250,000
250,000
5.25% —
—
Promissory Note December 2022 250,000
250,000
5.00% —
—
Promissory Note March 2019 300,000
300,000
4.09% —
—
Promissory Note October 2020 400,000
400,000
3.10% —
—
Promissory Note May 2020 500,000
500,000
3.49% —
—
Promissory Note March 2022 650,000
650,000
4.20% —
—
Promissory Note August 2021 650,000
650,000
3.38% —
—
Line of credit July 2021 —
500,000
4.34% —
—
Line of credit March 2019 —
3,000,000
4.97% —
—
Total facilities with Santander and related subsidiaries 3,500,000
7,000,000
—
—
Total revolving credit facilities $ 7,978,214
$ 17,348,945
$ 6,041,896
$ 5,810


	December 31, 2019
	Maturity Date(s)	Utilized Balance		Committed Amount		Effective Rate	Assets Pledged		Restricted Cash Pledged
Facilities with third parties:
Warehouse line	June 2021	$	471,284	$	500,000	3.32%	$	675,426	$	—
Warehouse line	March 2021	516,045		1,250,000		3.10%	734,640		1
Warehouse line	October 2021	1,098,443		5,000,000		4.43%	1,898,365		1,756
Warehouse line	July 2021	500,000		500,000		3.64%	761,690		302
Warehouse line	October 2021	896,077		2,100,000		3.44%	1,748,325		7
Repurchase facility	January 2020	273,655		273,655		3.80%	377,550		—
Repurchase facility	March 2020	100,756		100,756		3.04%	151,710		—
Repurchase facility	March 2020	47,851		47,851		3.15%	69,945		—
Warehouse line	November 2020	970,600		1,000,000		2.57%	1,353,305		—
Warehouse line	November 2020	471,320		500,000		2.69%	505,502		186
Warehouse line	June 2021	53,900		600,000		7.02%	62,601		94
Total facilities with third parties		5,399,931		11,872,262			8,339,059		2,346
Facilities with Santander and related subsidiaries:
Promissory Note	December 2021	250,000		250,000		3.70%	—		—
Promissory Note	December 2022	250,000		250,000		3.95%	—		—
Promissory Note	December 2023	250,000		250,000		5.25%	—		—
Promissory Note	December 2022	250,000		250,000		5.00%	—		—
Promissory Note	March 2021	300,000		300,000		3.95%	—		—
Promissory Note	October 2020	400,000		400,000		3.10%	—		—
Promissory Note	November 2022	400,000		400,000		3.00%	—		—
Promissory Note	May 2020	500,000		500,000		3.49%	—		—
Promissory Note	June 2022	500,000		500,000		3.30%	—		—
Promissory Note	July 2024	500,000		500,000		3.90%	—		—
Promissory Note	March 2022	650,000		650,000		4.20%	—		—
Promissory Note	August 2021	650,000		650,000		3.44%	—		—
Promissory Note	September 2023	750,000		750,000		3.27%	—		—
Line of credit	July 2021	—		500,000		3.86%	—		—
Line of credit	March 2022	—		3,000,000		4.96%	—		—
Total facilities with Santander and related subsidiaries		5,650,000		9,150,000			—		—
Total revolving credit facilities		$	11,049,931	$	21,022,262		$	8,339,059	$	2,346

Notes Payable - Facilities with Third Parties

The warehouse lines and repurchase facilities are fully collateralized by a designated portion of the Company’s retail installment contracts (Note 2), leased vehicles (Note 3), securitization notes payables and residuals retained by the Company.

Facilities with Santander and Related Subsidiaries

Lines of Credit

SHUSA provides the Company ~~with~~ wi~~$3,500,000~~th $3,000,000 of committed revolving credit that can be drawn on an unsecured basis.

Promissory Notes

SHUSA provides the Company with ~~$5,250,000~~ $5,650,000 of unsecured promissory notes.

Notes Payable - Secured Structured Financings

The following table presents information regarding secured structured financings as of ~~September 30, 2019~~March 31, 2020 and December 31, ~~2018:~~2019:


												March 31, 2020
	September 30, 2019											Estimated Maturity Date(s) at Issuance	Balance		Initial Note Amounts Issued (e)		Initial Weighted Average Interest Rate	Collateral (b)		Restricted Cash
	Estimated Maturity Date(s)	Balance		Initial Note Amounts Issued (d)		Initial Weighted Average Interest Rate	Collateral (b)		Restricted Cash
2015 Securitizations	April 2021 - January 2023	$	818,382	$	7,092,352	1.33%-2.29%	$	978,813	$	210,657
2016 Securitizations	April 2022- March 2024	1,373,328		7,462,790		1.63%-2.8%	1,831,577		255,808		2016 Securitizations	April 2022 - March 2024	$	939,496	$	7,462,790	1.63% - 2.80%	$	1,313,459	$	242,112
2017 Securitizations	July 2022 - September 2024	2,691,272		9,296,570		1.35%-2.52%	3,958,439		313,056		2017 Securitizations	July 2022 - September 2024	1,932,971		9,296,570		1.35% - 2.52%	2,922,415		298,085
2018 Securitizations	May 2022 - April 2026	6,241,641		12,039,840		2.41%-3.42%	8,266,097		505,552		2018 Securitizations	May 2022 - April 2026	4,550,511		12,039,840		2.41% - 3.42%	6,280,162		455,067
2019 Securitizations	May 2024-February 2027	8,445,226		9,852,390		2.36%-3.34%	10,467,623		400,704		2019 Securitizations	May 2024 - February 2027	8,731,548		11,924,720		2.08% - 3.34%	10,336,725		510,220
2020 Securitizations											2020 Securitizations	November 2024 - May 2027	2,002,173		2,122,580		1.78% - 2.14%	2,149,086		86,315
Public Securitizations (a)		19,569,849		45,743,942			25,502,549		1,685,777		Public Securitizations (a)		18,156,699		42,846,500			23,001,847		1,591,799
2013 Private issuances	July 2024- September 2024	1,642,719		1,537,025		1.28%	2,647,768		1		2013 Private issuances	July 2024 - September 2024	2,811,632		1,537,025		1.28%	3,013,721		135
2015 Private issuances	July 2019	54,373		500,000		1.05%	97,954		207
2016 Private issuances	September 2024	43,654		300,000		2.35%	107,817		—
2017 Private issuances	June 2021 - September 2021	99,095		1,350,000		1.85%-2.44%	341,062		309
2018 Private issuance	June 2022-April 2024	4,087,929		4,536,002		2.42%-3.53%	5,629,294		11,260
2018 Private issuances											2018 Private issuances	June 2022 - April 2024	3,328,760		4,536,002		2.42% - 3.53%	4,610,387		9,663
2019 Private issuance	September 2022-August 2024	1,421,871		1,526,766		3.34%-3.9%	1,830,553		948		2019 Private issuance	September 2022 - November 2026	3,012,292		3,524,536		2.45% - 3.90%	3,703,702		10,056
2020 Private issuance											2020 Private issuance	April 2024	733,741		750,000		2.68%	734,025		—
Privately issued amortizing notes (c)		7,349,641		9,749,793			10,654,448		12,725		Privately issued amortizing notes (c)		9,886,425		10,347,563			12,061,835		19,854
Total secured structured financings		$	26,919,490	$	55,493,735		$	36,156,997	$	1,698,502	Total secured structured financings		$	28,043,124	$	53,194,063		$	35,063,682	$	1,611,653

(a)Securitizations executed under Rule 144A of the Securities Act are included within this balance.

(b)Secured structured financings may be collateralized by the Company’s collateral overages of other issuances.

(c)All privately issued amortizing notes issued in 2014 through 2017 were paid in full.

(d)Excludes securitizations which no longer have outstanding debt and excludes any incremental borrowings.

December 31, 2018
Estimated Maturity Date(s) Balance Initial Note Amounts Issued Initial Weighted Average Interest Rate Collateral Restricted Cash
2014 Securitizations January 2022 - April 2022 $ 246,989
$ 2,291,020
1.16% - 1.27% $ 334,888
$ 65,028
2015 Securitizations April 2021 - January 2023 1,651,411
9,054,732
1.33% - 2.29% 1,979,942
288,654
2016 Securitizations April 2022 - March 2024 2,233,720
7,462,790
1.63% - 2.80% 2,876,141
285,300
2017 Securitizations July 2022 - September 2024 4,385,029
9,296,570
1.35% - 2.52% 6,090,150
352,833
2018 Securitizations May 2022 -April 2026 10,708,030
13,275,840
2.41% - 3.53% 13,631,783
549,899
Public Securitizations 19,225,179
41,380,952
24,912,904
1,541,714
2013 Private issuance November 2020 - September 2024 1,507,241
2,044,054
1.28% - 1.38% 2,896,344
3,021
2015 Private issuances June 2019 -September 2021 1,043,723
1,811,312
0.88% - 2.80% 350,212
2,215
2016 Private issuances August 2020 - September 2024 454,280
2,550,000
1.93% - 2.86% 901,641
1,661
2017 Private issuances April 2021 -September 2021 689,152
1,600,000
1.85% - 2.44% 1,037,263
5,716
2018 Private issuances June 2022 - April 2024 3,981,955
3,300,002
2.42% - 3.17% 5,197,806
22,588
Privately issued amortizing notes 7,676,351
11,305,368
10,383,266
35,201
Total secured structured financings $ 26,901,530
$ 52,686,320
$ 35,296,170
$ 1,576,915


	December 31, 2019
	Estimated Maturity Date(s) at Issuance	Balance		Initial Note Amounts Issued		Initial Weighted Average Interest Rate	Collateral		Restricted Cash
2015 Securitizations	August 2021 - January 2023	$	334,916	$	3,258,300	1.67% - 2.29%	$	411,310	$	94,382
2016 Securitizations	April 2022- March 2024	1,144,421		7,462,790		1.63% - 2.80%	1,560,133		248,784
2017 Securitizations	July 2022 - September 2024	2,364,177		9,296,570		1.35% - 2.52%	3,423,303		292,601
2018 Securitizations	May 2022 - April 2026	5,376,231		12,039,840		2.41% - 3.42%	7,240,151		466,069
2019 Securitizations	May 2024 - February 2027	9,588,028		11,924,720		2.08% - 3.34%	12,062,261		504,810
Public Securitizations		18,807,773		43,982,220			24,697,158		1,606,646
2013 Private issuances	July 2024- September 2024	2,252,616		1,537,025		1.28%	2,143,065		303
2015 Private issuances	July 2019	19,029		500,000		1.05%	67,007		113
2016 Private issuances	September 2024	30,943		300,000		2.35%	90,352		—
2018 Private issuance	June 2022-April 2024	3,742,509		4,536,002		2.42% - 3.53%	5,292,020		10,114
2019 Private issuance	September 2022 - November 2026	3,289,015		3,524,536		2.45% - 3.90%	4,455,773		10,348
Privately issued amortizing notes		9,334,112		10,397,563			12,048,217		20,878
Total secured structured financings		$	28,141,885	$	54,379,783		$	36,745,375	$	1,627,524

Most of the Company’s secured structured financings are in the form of public, SEC-registered securitizations. The Company also executes private securitizations under Rule 144A of the Securities Act and periodically issues private term amortizing notes, which are structured similarly to securitizations but are acquired by banks and conduits. The Company’s securitizations and private issuances are collateralized by vehicle retail installment contracts and loans or leases. As of ~~September 30, 2019~~March 31, 2020 and December 31, ~~2018,~~2019, the Company had private issuances of notes backed by vehicle leases ~~totaling $8,979,429~~totaling $11,081,736 and ~~$7,847,071,~~$10,243,158, respectively.

Unamortized debt issuance costs are amortized as interest expense over the terms of the related notes payable using the effective interest method and are classified as a discount to the related recorded debt balance. Amortized debt issuance costs ~~were $11,591~~were $9,352 and ~~$11,015~~$8,461 for the three months ended ~~September 30,~~March 31, 2020 and 2019, ~~and 2018, respectively, and $29,361 and $27,515 for the nine months ended September 30, 2019 and 2018,~~ respectively. For securitizations, the term takes into consideration the expected execution of the contractual call option, if applicable. Amortization of premium or accretion of discount on notes payable is also included in interest expense using the effective interest method over the estimated remaining life of the notes. Total interest expense on secured structured financings for the three months ended ~~September 30,~~March 31, 2020 and 2019 was $198,463 and ~~2018 was $217,544 and $198,184,~~$231,291, respectively. ~~Total interest expense on secured structured financings for the nine months ended September 30, 2019 and 2018 was $671,770 and $521,775, respectively.~~


6.	~~Variable Interest Entities~~

6. Variable Interest Entities

The Company transfers retail installment contracts and vehicle leases into newly formed Trusts that then issue one or more classes of notes payable backed by the collateral. The Company’s continuing involvement with these Trusts is in the form of servicing the assets and, generally, through holding residual interests in the Trusts. The Trusts are considered VIEs under GAAP and the Company may or may not consolidate these VIEs on the condensed consolidated balance sheets.

For further description of the Company’s securitization activities, involvement with VIEs and accounting policies regarding consolidation of VIEs, see Part II, Item 8 - Financial Statements and Supplementary Data (Note 7) in the ~~2018~~2019 Annual Report on Form 10-K.

On-balance sheet variable interest entities

The Company retains servicing rights for receivables transferred to the Trusts and receives a monthly servicing fee on the outstanding principal balance. Supplemental fees, such as late charges, for servicing the receivables are reflected in

fees, commissions and other income. As of ~~September 30, 2019~~March 31, 2020 and December 31, ~~2018,~~2019, the Company was ~~servicing~~ servicin~~$28,196,046~~g $29,514,854 and ~~$27,193,924,~~$27,253,573, respectively, of gross retail installment contracts that have been transferred to consolidated Trusts. The remainder of the Company’s retail installment contracts remain unpledged.

A summary of the cash flows received from consolidated securitization trusts during the three ~~and nine~~ months ended ~~September 30,~~March 31, 2020 and 2019, ~~and 2018,~~ is as follows:


	Three Months Ended

	March 31, 2020		March 31, 2019

Assets securitized	$	6,675,730	$	4,928,462

Net proceeds from new securitizations (a)	$	3,876,529	$	3,962,618
Net proceeds from retained bonds	54,467		17,306
Cash received for servicing fees (b)	246,743		208,325
Net distributions from Trusts (b)	866,936		592,769
Total cash received from Trusts	$	5,044,675	$	4,781,018

Three Months Ended Nine Months Ended
September 30, 2019 September 30, 2018 September 30, 2019 September 30, 2018
Assets securitized $ 5,498,705
$ 5,414,393
$ 15,340,428
$ 19,167,290

Net proceeds from new securitizations (a) $ 4,475,722
$ 4,014,928
$ 12,232,777
$ 12,073,124
Net proceeds from retained bonds 2,414
203,704
119,719
797,336
Cash received for servicing fees (b) 242,801
229,520
740,760
659,210
Net distributions from Trusts (b) 1,018,301
860,024
2,689,735
2,186,010
Total cash received from Trusts $ 5,739,238
$ 5,308,176
$ 15,782,991
$ 15,715,680
(a)Includes additional advances on existing securitizations.


~~(a)~~	~~Includes additional advances on existing securitizations.~~


~~(b)~~	~~These amounts are not reflected in the accompanying condensed consolidated statements of cash flows because these cash flows are intra-company and eliminated in consolidation.~~

(b)These amounts are not reflected in the accompanying condensed consolidated statements of cash flows because these cash flows are intra-company and eliminated in consolidation.

Off-balance sheet variable interest entities

During the three and nine months ended September 30, 2018 the Company sold $274,609 and $2,905,922, respectively, of gross retail installment contracts to Santander in off-balance sheet securitizations for a loss (excluding lower of cost or market adjustments, if any) of $656 and $20,736, respectively. The losses were recorded in investment losses, net, in the accompanying consolidated statements of income.

There were 0 sales during the three ~~and nine~~ months ended ~~September 30,~~March 31, 2020 and 2019.

As of ~~September 30, 2019~~March 31, 2020 and December 31, ~~2018,~~2019, the Company was servicing ~~$2,755,242~~$2,022,464 and ~~$4,072,843,~~$2,408,205, respectively, of gross retail installment contracts that have been sold in off-balance sheet securitizations and were subject to an optional clean-up call. The portfolio was comprised as follows:

September 30,
2019 December 31,
2018
SPAIN $ 2,445,116
$ 3,461,793
Total serviced for related parties 2,445,116
3,461,793
Chrysler Capital securitizations 310,126
611,050
Total serviced for third parties 310,126
611,050
Total serviced for others portfolio $ 2,755,242
$ 4,072,843


	March 31, 2020		December 31, 2019


Related party SPAIN serviced securitizations	$	1,869,514	$	2,149,008
Third party CCAP serviced securitizations	152,950		259,197
Total serviced for others portfolio	$	2,022,464	$	2,408,205

Other than repurchases of sold assets due to standard representations and warranties, the Company ~~has~~has 0 exposure to loss as a result of its involvement with these VIEs.

A summary of the cash flows received from off-balance sheet securitization trusts for the three ~~and nine~~ months ended ~~September 30,~~March 31, 2020 and 2019, ~~and 2018,~~ is as follows:

Three Months Ended

March 31, 2020

March 31, 2019

Cash received for servicing fees

6,179

10,251

7. Derivative Financial Instruments

Three Months Ended Nine Months Ended
September 30, 2019 September 30, 2018 September 30, 2019 September 30, 2018
Receivables securitized (a) $ —
$ 274,609
$ —
$ 2,905,922

Net proceeds from new securitizations $ —
$ 274,855
$ —
$ 2,909,794
Cash received for servicing fees 7,859
11,896
27,467
32,590
Total cash received from securitization trusts $ 7,859
$ 286,751
$ 27,467
$ 2,942,384

~~(a) Represents the unpaid principal balance at the time of original securitization.~~


7.	~~Derivative Financial Instruments~~

The Company uses derivative financial instruments such as interest rate swaps, interest rate caps and the corresponding options written in order to offset the interest rate caps to manage the Company’s exposure to changing interest rates. The Company uses both derivatives that qualify for hedge accounting treatment and economic hedges.

The underlying notional amounts and aggregate fair values of these ~~derivatives~~derivative financial instruments at ~~September 30, 2019~~March 31, 2020 and December 31, ~~2018,~~2019, are as follows:

September 30, 2019
Notional Fair Value Asset Liability
Interest rate swap agreements designated as cash flow hedges $ 3,650,000
$ (42,063 ) $ 5,886
$ (47,949 )
Interest rate swap agreements not designated as hedges 2,110,000
(11,612 ) 1,232
(12,844 )
Interest rate cap agreements 9,063,716
60,301
60,301
—
Options for interest rate cap agreements 9,063,716
(60,301 ) —
(60,301 )

December 31, 2018
Notional Fair Value Asset Liability
Interest rate swap agreements designated as cash flow hedges $ 3,933,500
$ 36,489
$ 43,967
$ (7,478 )
Interest rate swap agreements not designated as hedges 2,270,200
9,423
11,553
(2,130 )
Interest rate cap agreements 7,741,765
128,377
128,377
—
Options for interest rate cap agreements 7,741,765
(128,377 ) —
(128,377 )


	March 31, 2020
	Notional		Fair Value		Asset		Liability
Interest rate swap agreements designated as cash flow hedges	$	2,150,000	$	(88,598)	$	—	$	(88,598)
Interest rate swap agreements not designated as hedges	777,000		(17,167)		—		(17,167)
Interest rate cap agreements	10,093,450		4,926		4,926		—
Options for interest rate cap agreements	10,093,450		(4,926)		—		(4,926)


	December 31, 2019
	Notional		Fair Value		Asset		Liability
Interest rate swap agreements designated as cash flow hedges	$	2,650,000	$	(36,321)	$	2,807	$	(39,128)
Interest rate swap agreements not designated as hedges	1,281,000		(10,267)		—		(10,267)
Interest rate cap agreements	9,379,720		62,552		62,552		—
Options for interest rate cap agreements	9,379,720		(62,552)		—		(62,552)

The aggregate fair value of the interest rate swap agreements was included on the Company’s condensed consolidated balance sheets in other assets and other liabilities, as appropriate. The interest rate cap agreements were included in other assets and the related options in other liabilities on the Company’s condensed consolidated balance sheets. See Note 13 - “Fair Value of Financial Instruments” in the accompanying condensed financial statements for additional disclosure of fair value and balance sheet location of the Company’s derivative financial instruments.

The Company enters into legally enforceable master netting agreements that reduce risk by permitting netting of transactions, such as derivatives and collateral posting, with the same counterparty on the occurrence of certain events. A master netting agreement allows two counterparties the ability to net-settle amounts under all contracts, including any related collateral posted, through a single payment. The right to offset and certain terms regarding the collateral process, such as valuation, credit events and settlement, are contained in ISDA master agreements. The Company has elected to present derivative balances on a gross basis even if the derivative is subject to a legally enforceable master netting (ISDA) agreement. Collateral that is received or pledged for these transactions is disclosed within the “Gross ~~amounts not offset~~Amounts Not Offset in the ~~Condensed~~condensed Consolidated Balance Sheet” section of the tables below. Information on the offsetting of derivative assets and derivative liabilities due to the right of offset was as follows, as of ~~September 30, 2019~~March 31, 2020 and December 31, ~~2018:~~2019:

Gross Amounts Not Offset in the
Condensed Consolidated Balance Sheet
Assets Presented
in the
Condensed Consolidated
Balance Sheet Collateral
Received (a) Net
Amount
September 30, 2019
Interest rate swaps - third party (b) $ 7,118
$ —
$ 7,118
Interest rate caps - Santander and affiliates 10,515
(990 ) 9,525
Interest rate caps - third party 49,786
(33,158 ) 16,628
Total derivatives subject to a master netting arrangement or similar arrangement 67,419
(34,148 ) 33,271
Total derivatives not subject to a master netting arrangement or similar arrangement —
—
—
Total derivative assets $ 67,419
$ (34,148 ) $ 33,271
Total financial assets $ 67,419
$ (34,148 ) $ 33,271

December 31, 2018
Interest rate swaps - third party (b) $ 55,520
$ (23,929 ) $ 31,591
Interest rate caps - third party 128,377
(72,830 ) 55,547
Total derivatives subject to a master netting arrangement or similar arrangement 183,897
(96,759 ) 87,138
Total derivatives not subject to a master netting arrangement or similar arrangement —
—
—
Total derivative assets $ 183,897
$ (96,759 ) $ 87,138
Total financial assets $ 183,897
$ (96,759 ) $ 87,138



	Gross Amounts Not Offset in the condensed Consolidated Balance Sheet
	Assets Presented in the condensed Consolidated Balance Sheet		Collateral Received (a)		Net Amount
March 31, 2020


Interest rate caps - Santander and affiliates	$	2,623	$	(1,980)	$	643
Interest rate caps - third party	2,303		(2,303)		—


Total derivatives subject to a master netting arrangement or similar arrangement	4,926		(4,283)		643
Total derivatives not subject to a master netting arrangement or similar arrangement	—		—		—
Total derivative assets	$	4,926	$	(4,283)	$	643
Total financial assets	$	4,926	$	(4,283)	$	643

December 31, 2019

Interest rate swaps - third party (b)	$	2,807	$	(540)	$	2,267
Interest rate caps - Santander and affiliates	25,330		(14,930)		10,400
Interest rate caps - third party	37,222		(26,199)		11,023
Total derivatives subject to a master netting arrangement or similar arrangement	65,359		(41,669)		23,690
Total derivatives not subject to a master netting arrangement or similar arrangement	—		—		—
Total derivative assets	$	65,359	$	(41,669)	$	23,690
Total financial assets	$	65,359	$	(41,669)	$	23,690

(a) Collateral received includes cash, cash equivalents, and other financial instruments. Cash collateral received is reported in Other liabilities in the consolidated balance sheet. Financial instruments that are pledged to the Company are not reflected in the accompanying ~~consolidated~~ balance sheet since the

Company does not control or have the ability of rehypothecation of these instruments. In certain instances, the counter party is over-collateralized since the actual amount of collateral received exceeds the associated financial asset. As a result, the actual amount of collateral received that is reported may be greater than the amount shown in the table above.

(b) Includes derivative instruments originally transacted with Santander and affiliates and subsequently amended to reflect clearing with central clearing counterparties.

Gross Amounts Not Offset in the
Condensed Consolidated Balance Sheet
Liabilities Presented
in the Condensed
Consolidated
Balance Sheet Collateral
Pledged (a) Net
Amount
September 30, 2019
Interest rate swaps - third party (b) $ 60,793
$ (60,793 ) $ —
Interest rate caps - Santander and affiliates 10,515
(10,515 ) —
Interest rate caps - third party 49,786
(49,786 ) —
Total derivatives subject to a master netting arrangement or similar arrangement 121,094
(121,094 ) —
Total derivatives not subject to a master netting arrangement or similar arrangement —
—
—
Total derivative liabilities $ 121,094
$ (121,094 ) $ —
Total financial liabilities $ 121,094
$ (121,094 ) $ —

December 31, 2018
Interest rate swaps - third party $ 9,608
$ (9,608 ) $ —
Interest rate caps - third party 128,377
(128,377 ) —
Total derivatives subject to a master netting arrangement or similar arrangement 137,985
(137,985 ) —
Total derivatives not subject to a master netting arrangement or similar arrangement —
—
—
Total derivative liabilities $ 137,985
$ (137,985 ) $ —
Total financial liabilities $ 137,985
$ (137,985 ) $ —



	Gross Amounts Not Offset in the condensed Consolidated Balance Sheet
	Liabilities Presented in the condensed Consolidated Balance Sheet		Collateral Pledged (a)		Net Amount
March 31, 2020

Interest rate swaps - third party (b)	$	105,765	$	(105,765)	$	—
Interest rate caps - Santander and affiliates	2,623		(2,623)		—
Interest rate caps - third party	2,303		(2,303)		—



Total derivatives subject to a master netting arrangement or similar arrangement	110,691		(110,691)		—


Total derivatives not subject to a master netting arrangement or similar arrangement	—		—		—
Total derivative liabilities	$	110,691	$	(110,691)	$	—
Total financial liabilities	$	110,691	$	(110,691)	$	—

December 31, 2019

Interest rate swaps - third party	$	49,395	$	(49,395)	$	—
Interest rate caps - Santander and affiliates	25,330		(25,330)		—
Interest rate caps - third party	37,222		(37,222)		—
Total derivatives subject to a master netting arrangement or similar arrangement	111,947		(111,947)		—


Total derivatives not subject to a master netting arrangement or similar arrangement	—		—		—
Total derivative liabilities	$	111,947	$	(111,947)	$	—
Total financial liabilities	$	111,947	$	(111,947)	$	—

(a) Collateral pledged includes cash, cash equivalents, and other financial instruments. These balances are reported in Other assets in the consolidated balance sheet. In certain instances, the Company is over-collateralized since the actual amount of collateral pledged exceeds the associated financial liability. As a result, the actual amount of collateral pledged that is reported in Other assets may be greater than the amount shown in the table above.

(b) Includes derivative instruments originally transacted with Santander and affiliates and subsequently amended to reflect clearing with central clearing counterparties.

The gross gains (losses) reclassified from accumulated other comprehensive income (loss) to net income, are included as components of interest expense. The impacts on the ~~condensed~~ consolidated statements of income and comprehensive income ~~for~~during the three ~~and nine~~ months ended ~~September 30,~~March 31, 2020 and 2019 ~~and 2018~~ were as follows:


	Three Months Ended September 30, 2019								Three Months Ended March 31, 2020
	Recognized in Earnings		Gross Gains (Loss) Recognized in Accumulated Other Comprehensive Income (Loss)			Gross amount Reclassified From Accumulated Other Comprehensive Income to Interest Expense			Recognized in Earnings		Gross Gains (Loss) Recognized in Accumulated Other Comprehensive Income (Loss)		Gross amount Reclassified From Accumulated Other Comprehensive Income to Interest Expense
Interest rate swap agreements designated as cash flow hedges	$	—	$	(6,485	)	$	8,283	Interest rate swap agreements designated as cash flow hedges	$	—	$	(52,386)	$	(824)


Derivative instruments not designated as hedges								Derivative instruments not designated as hedges
Losses (Gains) recognized in interest expenses	903							Losses (Gains) recognized in interest expenses	$	9,171

Three Months Ended September 30, 2018
Recognized in Earnings Gross Gains (Losses) Recognized in Accumulated Other Comprehensive Income (Loss) Gross Gains (Losses) Reclassified From Accumulated Other Comprehensive
Income to Interest Expense
Interest rate swap agreements designated as cash flow hedges $ —
$ 3,244
$ 11,170

Derivative instruments not designated as hedges
Losses (Gains) recognized in interest expenses (2,566 )


	Three Months Ended March 31, 2019
	Recognized in Earnings		Gross Gains Recognized in Accumulated Other Comprehensive Income (Loss)		Gross amount Reclassified From Accumulated Other Comprehensive Income to Interest Expense
Interest rate swap agreements designated as cash flow hedges	$	—	$	(14,793)	$	13,040





Derivative instruments not designated as hedges
Losses (Gains) recognized in interest expenses	$	5,401

Nine Months Ended September 30, 2019
Recognized in Earnings Gross Gains (Loss) Recognized in Accumulated Other Comprehensive Income (Loss) Gross amount Reclassified From Accumulated Other Comprehensive
Income to Interest Expense
Interest rate swap agreements designated as cash flow hedges $ —
$ (52,292 ) $ 35,224

Derivative instruments not designated as hedges
Losses (Gains) recognized in interest expenses 14,750

Nine Months Ended September 30, 2018
Recognized in Earnings Gross Gains Recognized in Accumulated Other Comprehensive Income (Loss) Gross amount Reclassified From Accumulated Other Comprehensive
Income to Interest Expense
Interest rate swap agreements designated as cash flow hedges $ —
$ 38,085
$ 24,843

Derivative instruments not designated as hedges
Losses (Gains) recognized in interest expenses (12,305 )

The Company estimates that ~~approximately $4,129~~approximately $30,393 of unrealized ~~losses included~~gains included in accumulated other comprehensive income (loss) will be reclassified to interest expense within the next twelve months.

8. Other Assets

Other assets were comprised as follows:


	September 30, 2019		December 31, 2018			March 31, 2020		December 31, 2019
Vehicles (a)	$	315,802	$	342,097	Vehicles (a)	$	444,907	$	341,465
Manufacturer subvention payments receivable (b)	92,204		106,313		Manufacturer subvention payments receivable (b)	63,940		74,738
Upfront fee (b)	106,403		65,000		Upfront fee (b)	91,556		98,980
Derivative assets (third party) at fair value (c)	56,904		183,897
Derivative assets at fair value (c)					Derivative assets at fair value (c)	4,926		65,358
Derivative - collateral	157,127		150,783		Derivative - collateral	142,612		147,914
Operating leases (Right-of-use-assets)	60,391		—		Operating leases (Right-of-use-assets)	54,987		57,508
Available-for-sale debt securities	91,961		—		Available-for-sale debt securities	95,434		92,246
Prepaids	41,790		29,080		Prepaids	53,180		45,644
Accounts receivable	29,888		28,511		Accounts receivable	34,117		24,103
Federal and State tax receivable					Federal and State tax receivable	80,372		82,945
Other	26,743		57,666		Other	42,576		40,119
Other assets	$	979,213	$	963,347	Other assets	$	1,108,607	$	1,071,020


~~(a)~~	(a)Includes vehicles recovered through repossession as well as vehicles recovered due to lease terminations.

~~(b)~~

~~These amounts relate to the Chrysler Agreement. The Company paid a~~ ~~$150,000~~ ~~upfront fee upon the May 2013 inception of the Chrysler Agreement. The fee is being amortized into finance and other interest income over a~~ ~~ten-year~~ term. In addition, in June 2019, in connection with the execution of the sixth amendment to the Chrysler Agreement, the Company paid $60,000 upfront fee to FCA. This fee is being amortized into finance and other interest income over the remaining term of the Chrysler Agreement.


~~(c)~~	Derivative assets at fair value represent the gross amount of derivatives presented in the condensed consolidated financial statements. Refer to Note 7 to these Condensed Consolidated Financial Statements for the detail of these amounts.

(b)These amounts relate to the Chrysler Agreement. The Company paid a $150,000 upfront fee upon the May 2013 inception of the Chrysler Agreement. The fee is being amortized into finance and other interest income over a ten-year term. In addition, in June 2019, in connection with the execution of the sixth amendment to the Chrysler Agreement, the Company paid $60,000 upfront fee to FCA. This fee is being amortized into finance and other interest income over the remaining term of the Chrysler Agreement.

(c)Derivative assets at fair value represent the gross amount of derivatives presented in the condensed consolidated financial statements. Refer to Note 7 - "Derivative Financial Instruments" to these condensed Consolidated Financial Statements for the detail of these amounts.

Operating Leases (SC as Lessee)

The Company has entered into various operating leases, primarily for office space. Operating leases are included within other assets as operating lease ROU assets and other liabilities within our ~~condensed~~ consolidated balance sheets. ROU assets represent our right to use an underlying asset for the lease term and lease liabilities represent our obligation to make lease payments arising from the lease. Operating lease ROU assets and liabilities are recognized based on the present value of lease payments over the lease term. As most of our leases do not provide an implicit rate, we use our incremental borrowing rate based on the information available in determining the present value of lease payments. The operating lease ROU asset also includes any lease payments made and excludes lease incentives.

Most of our real estate leases include one or more options to renew, with renewal terms that can extend the lease term from one year to 15 years or more. The exercise of lease renewal options is at our sole discretion. The ~~depreciable life~~Company does not include any of ~~assets and leasehold improvements are limited by~~ the ~~expected~~renewal options in the lease term ~~unless there~~as it is ~~a transfer of title or purchase option~~not reasonably certain ~~of exercise.~~that these options will be exercised.

Supplemental information relating to these operating leases is as follows:


	March 31, 2020
Operating leases-right of use assets	$	54,987
Other liabilities	75,666
Weighted average lease term	6
Weighted average discount rate	3.4%

September 30,
2019
Operating leases-right of use assets $ 60,391
Other liabilities 82,373
Weighted average lease term 6.4 years
Weighted average discount rate 3.40 %

Lease expense ~~incurred~~incurred totaled $~~3,402~~3,562 and ~~and $2,571~~ $3,466 for the three months ended ~~September 30, 2019~~March 31, 2020 and ~~2018, respectively, and~~ ~~$10,316~~ ~~and $7,661 for the~~ ~~nine~~ ~~months ended September 30,~~ 2019, ~~and 2018,~~ respectively, and is included within “other operating costs” in the income statement. Leases with an initial term of 12 months or less are not recorded on the balance sheet; we recognize lease expense for these leases on a straight-line basis over the lease term. Cash paid for amounts included in the measurement of operating lease liabilities was ~~$12,677~~$4,251 during the ~~nine~~three months ended ~~September 30, 2019.~~March 31, 2020.

The maturity of lease liabilities at ~~September 30,~~March 31, 2020 and December 31, 2019 are as follows:

2019 $ 4,111
2020 16,716
2021 13,201
2022 12,555
2023 12,678
Thereafter 32,391
Total $ 91,652
Less: Interest (9,279 )
Present value of lease liabilities $ 82,373


	March 31, 2020
2020	$	12,579
2021	13,279
2022	12,632
2023	12,755
2024	12,701
Thereafter	19,690
Total	$	83,636
Less: Interest	(7,970)
Present value of lease liabilities	$	75,666


	December 31, 2019
2020	$	16,715
2021	13,201
2022	12,555
2023	12,678
2024	12,701
Thereafter	19,691
Total	$	87,541
Less: Interest	$	(8,603)
Present value of lease liabilities	$	78,938

Available-for-sale debt securities

Debt securities expected to be held for an indefinite period of time are classified as available-for-sale (“AFS”) and are carried at fair value, with temporary unrealized gains and losses reported as a component of accumulated other comprehensive income within stockholder's equity, net of estimated income taxes. All of these securities are used to satisfy collateral requirements for our derivative financial instruments.

Realized gains and losses on sales of investment securities are recognized on the trade date and are determined using specific identification method and is included in earnings within Investment gain (losses) on sale of securities. Unamortized premiums and discounts are recognized in interest income over the estimated life of the security using the interest method.

The following tables present the amortized cost, gross unrealized gains and losses and approximate fair values of debt securities AFS as of March 31, 2020:


	March 31, 2020
	Amortized cost (before unrealized gains / losses)		Gross Unrealized gain		Gross Unrealized loss		Fair value
Available-for-sale debt securities (US Treasury securities)	$	91,708	$	3,726	$	—	$	95,434

~~September 30, 2019~~:

September 30, 2019
Amortized cost (before unrealized gains / losses) Gross Unrealized gain Gross Unrealized loss Fair value
Available-for-sale debt securities (US Treasury securities) $ 90,785
$ 1,176
$ —
$ 91,961

Contractual Maturities

~~Contractual Maturities~~

The contractual maturities of available-for-sale debt instruments are summarized in the following table.


	Amortized cost		Fair value
Due within one year	$	—	$	—
Due after one year but within 5 years	91,708		95,434

Total	$	91,708	$	95,434

Amortized cost Fair value
Due within one year $ —
$ —
Due after one year but within 5 years 90,785
91,961
Total $ 90,785
$ 91,961

The Company didid d 0t r~~record~~ecord any other-than-temporary impairment related to its AFS securities ~~for the nine~~three months ended ~~September 30, 2019.~~March 31, 2020.


9.	~~Income Taxes~~

9. Income Taxes

The Company recorded income tax expense of ~~$82,156 (26.1%~~ $(2,458) (38.1% effective tax rate) and ~~$64,874~~ (~~21.9%~~$89,764 (26.6% effective tax rate) during the three months ended ~~September 30,~~March 31, 2020 and 2019, ~~and 2018,~~ respectively. ~~The Company recorded income tax expense of$283,684~~(~~25.1%~~ ~~effective tax rate) and~~ ~~$237,047~~ (~~22.6%~~The effective tax ~~rate) during~~rate increased primarily due to discrete tax adjustments that increased the ~~nine months ended~~ ~~September 30, 2019~~ ~~and 2018, respectively.~~tax benefit recorded on the pre-tax loss in the first quarter of 2020.

The Company is a party to a tax sharing agreement requiring that the unitary state tax liability among affiliates included in unitary state tax returns be allocated using the hypothetical separate company tax calculation method. The Company had a net receivable from affiliates under the tax sharing agreement of ~~$4,732~~$12,160 and ~~$734~~$11,010 at ~~September 30,~~

~~2019~~March 31, 2020 and December 31, ~~2018,~~2019, respectively, which was included in related party taxes receivable in the condensed consolidated balance sheet.

The Company provides U.S. income taxes on earnings of foreign subsidiaries unless the subsidiaries’ earnings are considered indefinitely reinvested outside of the United States. As of March 31, 2020 and December 31, ~~2018 and September 30,~~ 2019, the Company has 0 earnings that are considered indefinitely reinvested.

The Company applies an aggregate portfolio approach whereby disproportionate income tax effects from accumulated other comprehensive income are released only when an entire portfolio (i.e., all related units of account) of a particular type is liquidated, sold or extinguished.

Significant judgment is required in evaluating and reserving for uncertain tax positions. Although management believes adequate reserves have been established for all uncertain tax positions, the final outcomes of these matters may differ. Management does not believe the outcome of any uncertain tax position, individually or combined, will have a material effect on the Company’s business, financial position or results of operations. The reserve for uncertain tax positions, as well as associated penalties and interest, is a component of the income tax provision.

10. Commitments and Contingencies


~~10.~~	~~Commitments and Contingencies~~

The following table summarizes liabilities recorded for commitments and contingencies as of ~~September 30, 2019~~March 31, 2020 and December 31, ~~2018,~~2019, all of which are included in accounts payable and accrued expenses in the accompanying condensed consolidated balance sheets:


Agreement or Legal Matter	Commitment or Contingency	March 31, 2020		December 31, 2019
Chrysler Agreement	Revenue-sharing and gain/(loss), net-sharing payments	$	15,349	$	12,132
Agreement with Bank of America	Servicer performance fee	2,010		2,503
Agreement with CBP	Loss-sharing payments	1,247		1,429

Other Contingencies	Consumer arrangements	642		1,991
Legal and regulatory proceedings	Aggregate legal and regulatory liabilities	132,000		137,000
	Total commitments and contingencies	$	151,248	$	155,055

Agreement or Legal Matter Commitment or Contingency September 30, 2019 December 31, 2018
Chrysler Agreement Revenue-sharing and gain/(loss), net-sharing payments $ 22,560
$ 7,001
Agreement with Bank of America Servicer performance fee 4,068
6,353
Agreement with CBP Loss-sharing payments 1,866
3,708
Other Contingencies Consumer arrangements 2,138
2,138
Legal and regulatory proceedings Aggregate legal and regulatory liabilities 126,000
97,700

Following is a description of the agreements and legal matters pursuant to which the liabilities in the preceding table were recorded.

Chrysler Agreement

Under terms of the Chrysler Agreement, the Company must make revenue sharing payments to FCA and also must share with FCA when residual gains/(losses) on leased vehicles exceed a specified threshold. The Company had accrued ~~$22,560~~$15,349 and ~~$7,001~~$12,132 at ~~September 30, 2019~~March 31, 2020 and December 31, ~~2018,~~2019, respectively, related to these obligations. The Chrysler Agreement also requires that ~~Santander~~the Company maintain at least $5.0 billion in funding available for Floorplan Loans and $4.5 billion of financing dedicated to FCA retail financing. In turn, FCA must provide designated minimum threshold percentages of its subvention business to the Company.

Agreement with Bank of America

Until January 2017, the Company had a flow agreement with Bank of America whereby the Company was committed to selling up to $300,000 of eligible loans to the bank each month. The Company retains servicing on all sold loans and may receive or pay a servicer performance payment based on an agreed-upon formula if performance on the sold loans is better or worse, respectively, than expected performance at time of sale. Servicer performance payments are due six years from the cut-off date of each loan sale. The Company had accrued ~~$4,068~~$2,010 and ~~$6,353~~$2,503 at ~~September 30, 2019~~March 31, 2020 and December 31, ~~2018,~~2019, respectively, related to this obligation.

Agreement with CBP

Until May 2017, the Company sold loans to CBP under terms of a flow agreement and predecessor sale agreements. The Company retained servicing on the sold loans and owes CBP a loss-sharing payment capped at 0.5% of the original pool balance if losses exceed a specified threshold, established on a pool-by-pool basis. Loss-sharing payments are due the month in which net losses exceed the established threshold of each loan sale. The Company had accrued ~~$1,866~~$1,247 and ~~$3,708~~$1,429 at ~~September 30, 2019~~March 31, 2020 and December 31, ~~2018,~~2019, respectively, related to the loss-sharing obligation.

Other Contingencies

The Company is or may be subject to potential liability under various other contingent exposures. The Company had accrued ~~$2,138~~$642 and ~~$2,138~~$1,991 at ~~September 30, 2019~~March 31, 2020 and December 31, ~~2018,~~2019, respectively, for other miscellaneous contingencies.

Legal and regulatory proceedings

Periodically, the Company is party to, or otherwise involved in, various lawsuits and other legal proceedings that arise in the ordinary course of business. In view of the inherent difficulty of predicting the outcome of any such lawsuit, regulatory matter and legal proceeding, particularly where the claimants seek very large or indeterminate damages or where the matters present novel legal theories or involve a large number of parties, the Company generally cannot predict the eventual outcome of the pending matters, the timing of the ultimate resolution of the matters, or the eventual loss, fines or penalties related to the matter. Further, it is reasonably possible that actual outcomes or losses may differ materially from the Company’s current assessments and estimates and any adverse resolution of any of these matters against it could materially and adversely affect the Company’s business, financial condition and results of operation.

In accordance with applicable accounting guidance, the Company establishes an accrued liability for litigation, regulatory matters and other legal proceedings when those matters present material loss contingencies that are both probable and estimable. In such cases, there may be an exposure to loss in excess of any amounts accrued. When a loss contingency is not both probable and estimable, the Company does not establish an accrued liability. As a litigation, regulatory matter or other legal proceeding develops, the Company, in conjunction with any outside counsel handling the matter, evaluates on an ongoing basis whether the matter presents a material loss contingency that is probable and estimable. If a determination is made during a given quarter that a material loss contingency is probable and estimable, an accrued liability is established during such quarter with respect to such loss contingency. The Company continues to monitor the matter for further developments that could affect the amount of the accrued liability previously established.

As of ~~September 30, 2019,~~March 31, 2020, the Company has accrued aggregate legal and regulatory liabilities of ~~$126,000.~~$132 million. Further, the Company believes that the estimate of the aggregate range of reasonably possible losses, in excess of reserves established, for legal and regulatory proceedings is up to ~~$32,000~~$11.5 million as of ~~September 30, 2019.~~March 31, 2020. Set forth below are descriptions of the material lawsuits, regulatory matters and other legal proceedings to which the Company is subject.

Securities Class Action and Shareholder Derivative Lawsuits

•

•Deka Lawsuit: The Company is a defendant in a purported securities class action lawsuit (the "Deka Lawsuit") in the United States District Court, Northern District of Texas, captioned Deka Investment GmbH et al. v. Santander Consumer USA Holdings Inc. et al., No. 3:15-cv-2129-K. The Deka Lawsuit, which was filed in August 26, 2014, was brought against the Company, certain of its current and former directors and executive officers and certain institutions that served as underwriters in the Company’s IPO on behalf of a class consisting of those who purchased or otherwise acquired our securities between January 23, 2014 and June 12, 2014. The complaint alleges, among other things, that our IPO registration statement and prospectus and certain subsequent public disclosuresThe Company is a defendant in a purported securities class action lawsuit (the Deka Lawsuit) in the United States District Court, Northern District of Texas, captioned Deka Investment GmbH et al. v. Santander Consumer USA Holdings Inc. et al., No. 3:15-cv-2129-K. The Deka Lawsuit, which was filed in August 26, 2014, was brought against the Company, certain of its current and former directors and executive officers and certain institutions that served as underwriters in the Company’s IPO on behalf of a class consisting of those who purchased or otherwise acquired our securities between January 23, 2014 and June 12, 2014. The complaint alleges, among other things, that our IPO registration statement and prospectus and certain subsequent public disclosures violated federal securities laws by containing misleading statements concerning the Company’s ability to pay dividends and the adequacy of the Company’s compliance systems and oversight. In December 2015, the Company and the individual defendants moved to dismiss the lawsuit, which was denied. In December 2016, the plaintiffs moved to certify the proposed classes. In July 2017, the court entered an order staying the Deka Lawsuit pending the resolution of the appeal of a class certification order in In re Cobalt Int’l Energy, Inc. Sec. Litig., No. H-14-3428, 2017 U.S. Dist. LEXIS 91938 (S.D. Tex. June 15, 2017). In October 2018, the court vacated the order staying the Deka Lawsuit and ordered that merits discovery in the Deka Lawsuit be stayed until the court ruled on the issue of class certification.

•

~~Feldman Lawsuit:~~ In October 2015, a shareholder derivative complaint was filed in the Court of Chancery of the State of Delaware, captioned Feldman v. Jason A. Kulas, et al., C.A. No. 11614 (the Feldman Lawsuit). The Feldman Lawsuit names as defendants, certain of its current and former members of the Board, and names the Company as a nominal defendant. The complaint alleges, among other things, that the current and former director defendants breached their fiduciary duties in connection with overseeing the Company’s nonprime vehicle lending practices, resulting in harm to the Company. The complaint seeks unspecified damages and equitable relief. In December 2015, the Feldman Lawsuit was stayed pending the resolution of the Deka Lawsuit.

•

~~Jackie888 Lawsuit:~~ In September 2016, a shareholder derivative complaint was filed in the Court of Chancery of the State of Delaware, captioned Jackie888, Inc. v. Jason Kulas, et al., C.A. # 12775 (the Jackie888 Lawsuit). The Jackie888 Lawsuit names as defendants current and former members of the Board, and names the Company as a nominal defendant. The complaint alleges, among other things, that the defendants breached their fiduciary duties in connection with the Company’s accounting practices and controls. The complaint seeks unspecified damages and equitable relief. In April 2017, the Jackie888 Lawsuit was stayed pending the resolution of the Deka Lawsuit.

violated federal securities laws by containing misleading statements concerning the Company’s ability to pay dividends and the adequacy of the Company’s compliance systems and oversight. In December 2015, the Company and the individual defendants moved to dismiss the lawsuit, which was denied. In December 2016, the plaintiffs moved to certify the proposed classes. In July 2017, the court entered an order staying the Deka Lawsuit pending the resolution of the appeal of a class certification order in In re Cobalt Int’l Energy, Inc. Sec. Litig., No. H-14-3428, 2017 U.S. Dist. LEXIS 91938 (S.D. Tex. June 15, 2017). In October 2018, the court vacated the order staying the Deka Lawsuit and ordered that merits discovery in the Deka Lawsuit be stayed until the court ruled on the issue of class certification.

•Feldman Lawsuit: In October 2015, a shareholder derivative complaint was filed in the Court of Chancery of the State of Delaware, captioned Feldman v. Jason A. Kulas, et al., C.A. No. 11614 (the "Feldman Lawsuit"). The Feldman Lawsuit names as defendants, certain of its current and former members of the Board, and names the Company as a nominal defendant. The complaint alleges, among other things, that the current and former director defendants breached their fiduciary duties in connection with overseeing the Company’s nonprime vehicle lending practices, resulting in harm to the Company. The complaint seeks unspecified damages and equitable relief. In December 2015, the Feldman Lawsuit was stayed pending the resolution of the Deka Lawsuit.

•Jackie888 Lawsuit: In September 2016, a shareholder derivative complaint was filed in the Court of Chancery of the State of Delaware, captioned Jackie888, Inc. v. Jason Kulas, et al., C.A. # 12775 (the "Jackie888 Lawsuit"). The Jackie888 Lawsuit names as defendants current and former members of the Board, and names the Company as a nominal defendant. The complaint alleges, among other things, that the defendants breached their fiduciary duties in connection with the Company’s accounting practices and controls. The complaint seeks unspecified damages and equitable relief. In April 2017, the Jackie888 Lawsuit was stayed pending the resolution of the Deka Lawsuit.

On March 23, 2018, the Feldman Lawsuit and Jackie888 Lawsuit were consolidated under the caption In Re Santander Consumer USA Holdings, Inc. Derivative Litigation, Del. Ch., Consol. C.A. No. 11614-VCG. On January 21, 2020, the Company executed a Stipulation and Agreement of Settlement, Compromise and Release with the plaintiffs in the consolidated action that fully resolves all of the plaintiffs’ claims on the Feldman Lawsuit and the Jackie888 Lawsuit. The Stipulation provides for the settlement of the consolidated action in return for defendants causing the Company to enact and implement certain corporate governance reforms and enhancements. The Settlement Hearing is scheduled for May 27, 2020 at 1:30 pm. The text of the Stipulation can be viewed and/or downloaded at https://www.sec.gov/Archives/edgar/data/1580608/000119312520053011/d896724dex991.htm. The settlement is subject to approval by the Court.

Consumer Lending Cases

The Company is also party to various lawsuits pending in federal and state courts alleging violations of state and federal consumer lending laws, including, without limitation, the Equal Credit Opportunity Act, the Fair Debt Collection Practices Act, Fair Credit Reporting Act, Section 5 of the Federal Trade Commission Act, the Telephone Consumer Protection Act, the Truth in Lending Act, wrongful repossession laws, usury laws and laws related to unfair and deceptive acts or practices. In general, these cases seek damages and equitable and/or other relief.

Regulatory Investigations and Proceedings

The Company is party to, or is periodically otherwise involved in, reviews, investigations, examinations and proceedings (both formal and informal), and information-gathering requests, by government and self-regulatory agencies, including the FRBB, the CFPB, the DOJ, the SEC, the FTC and various state regulatory and enforcement agencies.

Currently, such matters include, but are not limited to, the following:

•The Company received a civil subpoena from the DOJ, under FIRREA, requesting the production of documents and communications that, among other things, relate to the underwriting and securitization of nonprime vehicle loans. The Company has responded to these requests within the deadlines specified in the subpoena and has otherwise cooperated with the DOJ with respect to this matter.

•In October 2014, May 2015, July 2015 and February 2017, the Company received subpoenas and/or Civil Investigative Demands (CIDs) from the Attorneys General of California, Illinois, Oregon, New Jersey, Maryland and Washington under the authority of each state’s consumer protection statutes. The Company has been informed

that these states serve as an executive committee on behalf of a group of 33 state Attorneys General (and the District of Columbia). The subpoenas and/or CIDs from the executive committee states contain broad requests for information and the production of documents related to the Company’s underwriting, securitization, servicing and collection of nonprime vehicle loans. The Company has responded to these requests within the deadlines specified in the CIDs and has otherwise cooperated with the Attorneys General with respect to this matter.

•In August 2017, the Company received a CID from the CFPB. The stated purpose of the CID is to determine whether the Company has complied with the Fair Credit Reporting Act and related regulations. The Company has responded to these requests within the deadlines specified in the CIDs and has otherwise cooperated with the CFPB with respect to this matter. In February 2020, the Company received a communication from the CFPB inviting the Company to respond to the CFPB’s identified issues in the form of a Notice of Opportunity to Respond and Advise (“NORA”) during which the CFPB identified potential claims it might bring against the Company

These matters are ongoing and could in the future result in the imposition of damages, fines or other penalties. No assurance can be given that the ultimate outcome of these matters or any resulting proceedings would not materially and adversely affect the Company’s business, financial condition and results of operations.

•

•2017 Written Agreement with the Federal Reserve: In March 2017, the Company and SHUSA entered into a written agreement with the FRBB. Under the terms of the agreement, the Company is required to enhance its compliance risk management program, Board oversight of risk management and senior management oversight of risk management, and SHUSA is required to enhance its oversight of the Company’s management and operations.

•Mississippi Attorney General Lawsuit: In January 2017, the Attorney General of Mississippi filed a lawsuit against the Company in the Chancery Court of the First Judicial District of Hinds County, Mississippi, captioned State of Mississippi ex rel. Jim Hood, Attorney General of the State of Mississippi v. Santander Consumer USA Inc., C.A. # G-2017-28. The complaint alleges that the Company engaged in unfair and deceptive business practices to induce Mississippi consumers to apply for loans that they could not afford. The complaint asserts claims under the Mississippi Consumer Protection Act (the MCPA) and seeks unspecified civil penalties, equitable relief and other relief. In March 2017, the Company filed motions to dismiss the lawsuit and the parties are proceeding with discovery.

•SCRA Consent Order: In February 2015, the Company entered into a consent order with the DOJ, approved by the United States District Court for the Northern District of Texas, that resolves the DOJ’s claims against the Company that certain of its repossession and collection activities during the period of time between January 2008 and February 2013 violated the Servicemembers Civil Relief Act (SCRA). The consent order requires the Company to pay a civil fine in the amount of $55, as well as at least $9,360 to affected servicemembers consisting of $10 per servicemember plus compensation for any lost equity (with interest) for each repossession by the Company, and $5 per servicemember for each instance where the Company sought to collect repossession-related fees on accounts where a repossession was conducted by a prior account holder. The consent order also provides for monitoring by the DOJ for the Company’s SCRA compliance for a period of five years and requires the Company to undertake certain additional remedial measures. The five-year period for monitoring for SCRA compliance provided for in the consent order expired in February 2020.

•

~~Mississippi Attorney General Lawsuit:~~ In January 2017, the Attorney General of Mississippi filed a lawsuit against the Company in the Chancery Court of the First Judicial District of Hinds County, Mississippi, captioned State of Mississippi ex rel. Jim Hood, Attorney General of the State of Mississippi v. Santander Consumer USA Inc., C.A. # G-2017-28. The complaint alleges that the Company engaged in unfair and deceptive business practices to induce Mississippi consumers to apply for loans that they could not afford. The complaint asserts claims under the Mississippi Consumer Protection Act (the MCPA) and seeks unspecified civil penalties, equitable relief and other relief. In March 2017, the Company filed motions to dismiss the lawsuit and the parties are proceeding with discovery.

•

~~SCRA Consent Order:~~ In February 2015, the Company entered into a consent order with the DOJ, approved by the United States District Court for the Northern District of Texas, that resolves the DOJ’s claims against the Company that certain of its repossession and collection activities during the period of time between January 2008 and February 2013 violated the Servicemembers Civil Relief Act (SCRA). The consent order requires the Company to pay a civil fine in the amount of $55, as well as at least $9,360 to affected servicemembers consisting of $10 per servicemember plus compensation for any lost equity (with interest) for each repossession by the Company, and $5 per servicemember for each instance where the Company sought to collect repossession-related fees on accounts where a repossession was conducted by a prior account holder. The consent order also provides for monitoring by the DOJ for the Company’s SCRA compliance for a period of five years and requires the Company to undertake certain additional remedial measures.

Agreements

•Bluestem

The Company is party to agreements with Bluestem whereby the Company is committed to purchase certain new advances on personal revolving financings receivables, along with existing balances on accounts with new advances, originated by Bluestem for an initial term ending in April 2020 and renewable through April 2022 at Bluestem’s option. As of ~~September 30, 2019~~March 31, 2020 and December 31, ~~2018,~~2019, the total unused credit available to customers was ~~$2.9~~$2.7 billion and ~~$3.1~~$3 billion, respectively. In 2020, the Company purchased $0.2 billion of receivables, out of the $3 billion unused credit available to customers as of December 31, 2019. In 2019, the Company purchased ~~$0.8~~$1.2 billion of receivables, out of the $3.1 billion unused credit available to customers as of December 31, 2018. In ~~2018, the Company purchased $1.2 billion of receivables, out of the $3.9 billion unused credit available to customers as of December 31, 2017. In~~ addition, the Company purchased ~~$137,821~~$20,943 and $24,239 of receivables related to newly opened customer accounts during the ~~nine~~three months ended ~~September 30, 2019.~~March 31, 2020 and 2019 respectively.

Each customer account generated under the agreements generally is approved with a credit limit higher than the amount of the initial purchase, with each subsequent purchase automatically approved as long as it does not cause the account to exceed its limit and the customer is in good standing. As of ~~September 30, 2019~~March 31, 2020 and December 31, ~~2018,~~2019, the Company was obligated to purchase ~~$10,112~~$8,620 and ~~$15,356,~~$10,628, respectively, in receivables that had been originated by Bluestem but not yet purchased by the Company. The Company also is required to make a profit-sharing payment to Bluestem each month if performance exceeds a specified return threshold. The agreement, among other provisions, gives Bluestem the right to repurchase up to 9.99% of the existing portfolio at any time during the term of the agreement, and, provides that if the repurchase right is exercised, Bluestem has the right to retain up to ~~20.00%~~20% of new accounts subsequently originated.

•Others

Under terms of an application transfer agreement with Nissan, the Company has the first opportunity to review for its own portfolio any credit applications turned down by the Nissan’s captive finance company. The agreement does not require the Company to originate any loans, but for each loan originated the Company will pay Nissan a referral fee.

In connection with the sale of retail installment contracts through securitizations and other sales, the Company has made standard representations and warranties customary to the consumer finance industry. Violations of these representations and warranties may require the Company to repurchase loans previously sold to on- or off-balance sheet Trusts or other third parties. As of ~~September 30, 2019,~~March 31, 2020, there were 0 loans that were the subject of a demand to repurchase or replace for breach of representations and warranties for the Company’s asset-backed securities or other sales. In the opinion of management, the potential exposure of other recourse obligations related to the Company’s

retail installment contract sales agreements is not expected to have a material adverse effect on the Company’s business, financial position, results of operations, or cash flows.

Santander has provided guarantees on the covenants, agreements, and obligations of the Company under the governing documents of its warehouse lines and privately issued amortizing notes. These guarantees are limited to the obligations of the Company as servicer.

In November 2015, the Company executed a forward flow asset sale agreement with a third party under terms of which the Company committed to sell $350,000 in charged off loan receivables in bankruptcy status on a quarterly ~~basis .~~basis. However, any sale more than $275,000 is subject to a market price check. The remaining aggregate commitment as of ~~September 30, 2019~~March 31, 2020 and December 31, ~~2018,~~2019, not subject to market price check was ~~$39,787~~$27,702 and ~~$63,975,~~$39,787, respectively.


~~11.~~	~~Related-Party Transactions~~

11. Related-Party Transactions

Related-party transactions not otherwise disclosed in these footnotes to the condensed consolidated financial statements include the following:

Credit Facilities

Interest expense, including unused fees, for affiliate lines of credit for the three ~~and nine~~ months ended ~~September 30,~~March 31, 2020 and 2019 was $63,018 and ~~2018, was as follows:~~

Three Months Ended Nine Months Ended
September 30, 2019 September 30, 2018 September 30, 2019 September 30, 2018
Lines of credit agreement with Santander - New York Branch (a) $ —
$ 1,512
$ —
$ 11,620
Debt facilities with SHUSA (Note 5) 54,963
38,460
145,840
110,868

~~(a) Through its New York branch, Santander provided the Company with revolving credit facilities. During the year ended December 31, 2018 these facilities were terminated.~~$44,881, respectively.

Accrued interest for affiliate lines of credit at ~~September 30, 2019~~March 31, 2020 and December 31, ~~2018,~~2019 was ~~as follows:~~

September 30, 2019 December 31, 2018
Debt facilities with SHUSA (Note 5) $ 26,104
$ 19,928

$27,639 and $29,326, respectively.

In 2015, under an agreement with Santander, the Company agreed to begin incurring a fee of 12.5 basis points (per annum) on certain warehouse lines, as they renew, for which Santander provides a guarantee of the Company’s servicing obligations. The Company recognized guarantee fee expense of $00 and ~~$384~~$230 for the three ~~and nine~~ months ended ~~September 30,~~March 31, 2020 and 2019, ~~respectively, and $1,129 and $4,747 for the three and nine months ended September 30, 2018,~~ respectively. As of ~~September 30, 2019~~March 31, 2020 and December 31, ~~2018,~~2019, the Company had ~~$0 and $1,922~~0 of related fees payable to ~~Santander, respectively.~~Santander.

Derivatives

The Company has derivative financial instruments with Santander and affiliates with outstanding notional amounts of

$~~919,920~~2,074,450 and 0$1,874,100 as of ~~September 30, 2019~~March 31, 2020 and December 31, ~~2018,~~2019, respectively (Note 7). The Company had a collateral overage on derivative liabilities with Santander and affiliates of ~~$2,315~~$2,048 and 0$2,220 as of ~~September 30, 2019~~March 31, 2020 and December 31, ~~2018,~~2019, respectively.

Interest and mark-to-market adjustments on these derivative financial instruments totaled ~~$243~~$248 and ~~$234~~$238 for the three months ended ~~September 30,~~March 31, 2020 and 2019, ~~and 2018, respectively, and $722 and $694 for the nine months ended September 30, 2019 and 2018,~~ respectively.

Retail Installment Contracts and RV Marine

The Company also has agreements with SBNA to service auto retail installment contracts and recreational and marine vehicle portfolios.

Servicing fee income recognized under these agreements totaled ~~$377~~$553 and ~~$684~~$407 for the three months ended ~~September 30,~~March 31, 2020 and 2019, ~~and 2018, respectively, and $1,154 and $2,479 for the nine months ended September 30, 2019 and 2018,~~ respectively. Other information on the serviced auto loan and retail installment contract portfolios for SBNA as of ~~September 30, 2019~~March 31, 2020 and December 31, ~~2018~~2019 is as follows:

September 30, 2019 December 31, 2018
Total serviced portfolio $ 301,494
$ 383,246
Cash collections due to owner 16,159
14,920
Servicing fees receivable 1,183
601


	March 31, 2020		December 31, 2019
Total serviced portfolio	$	256,455	$	277,669
Cash collections due to owner	13,575		14,908
Servicing fees receivable	119		738

Dealer Lending

Under the Company’s agreement with SBNA, the Company is required to permit SBNA a first right to review and assess ~~Chrysler Capital~~CCAP dealer lending opportunities, and SBNA is required to pay the Company an origination fee and an annual renewal fee for each loan originated under the agreement. The agreement also transferred the servicing of all ~~Chrysler Capital~~CCAP receivables from dealers, including receivables held by SBNA ~~and by~~to the Company and from the Company to SBNA. The Company may provide advance funding for dealer loans originated by SBNA, which is reimbursed to the Company by SBNA. The Company had 0 outstanding receivable from SBNA as of ~~September 30, 2019 and~~March 31, 2020 or December 31, ~~2018~~2019 for such advances.

Other information related to the above transactions with SBNA is as follows:

Three Months Ended Nine Months Ended
September 30, 2019 September 30, 2018 September 30, 2019 September 30, 2018
Origination and renewal fee income from SBNA (a) $ 1,291
$ 871
$ 4,218
$ 2,943
Servicing fees expenses charged by SBNA (b) 52
19
113
59

~~(a) As of September 30, 2019 and December 31, 2018, the Company had origination and renewal fees receivable from SBNA of $600 and $385, respectively.~~



	Three Months Ended
	March 31, 2020		March 31, 2019
Origination and renewal fee income from SBNA	$	1,509	$	1,223
Servicing fees expenses charged by SBNA	74		13

~~(b) As of September 30, 2019 and December 31, 2018, the Company had $5 and $19 of servicing fees payable to SBNA, respectively~~.

Under the agreement with SBNA, the Company may originate retail consumer loans in connection with sales of vehicles that are collateral held against floorplan loans by SBNA. Upon origination, the Company remits payment to SBNA, who settles the transaction with the dealer. The Company owed SBNA ~~$6,233~~$3,634 and ~~$5,908~~$5,384 related to such originations as of ~~September 30, 2019~~March 31, 2020 and December 31, ~~2018,~~2019, respectively.

The Company received a $9,000 referral fee in connection with sourcing and servicing arrangement and is amortizing the fee into income over the ~~ten-year~~ten-year term of the agreement through July 1, 2022, the termination date of the agreement. As of ~~September 30, 2019~~March 31, 2020 and December 31, ~~2018,~~2019, the unamortized fee balance was ~~$3,375~~$2,925 and ~~$4,050,~~$3,150, respectively. The Company recognized $225 ~~and $675~~ of income related to the referral fee for the three ~~and nine~~ months ended ~~September 30, 2019~~March 31, 2020 and ~~2018, respectively.~~2019.

Origination Support Services

Beginning in 2018, the Company agreed to provide SBNA with origination support services in connection with the processing, underwriting and purchase of retail loans, primarily from FCA dealers. In addition, the Company agreed to perform the servicing for any loans originated on SBNA’s behalf. ~~During~~For the three ~~and nine~~ months ended ~~September 30,~~March 31, 2020 and 2019, the Company facilitated the purchase of ~~$2.1~~$1.1 billion and $5$1.0 billion ~~of retail installment contacts, respectively. During the three and nine months ended September 30, 2018, the Company facilitated the purchase of $685 million and $738 million~~ of retail installment contacts, respectively. The Company recognized origination/referral fee and servicing fee income of ~~$19,892~~$10,488 and ~~$45,716~~$6,556 for the three ~~and nine~~ months ended ~~September 30,~~March 31, 2020 and 2019, ~~respectively,~~ of which ~~$8,114~~$970 is payable (net of any repurchase from SBNA) and $3,226 is receivable as of ~~September 30, 2019. The Company recognized origination/referral fee~~March 31, 2020 and ~~servicing fee income of $4,564 and $4,952, respectively, for the three and nine months ended September 30, 2018 of which $5,247 is receivable as of September 30, 2018.~~2019, respectively.

Securitizations

The Company had a Master Securities Purchase Agreement (MSPA) with Santander, whereby the Company had the option to sell a contractually determined amount of eligible prime loans to Santander, through the SPAIN securitization platform, for a term that ended in December 2018. The Company provides servicing on all loans originated under this arrangement.

Other information relating to SPAIN securitization platform for the ~~nine~~three months ended ~~September 30,~~March 31, 2020 and 2019 ~~and September 30, 2018~~ is as follows:

Three Months Ended Nine Months Ended
September 30, 2019 September 30, 2018 September 30, 2019 September 30, 2018
Servicing fee income $ 4,743
$ 9,972
$ 20,885
$ 25,793
Loss (Gain) on sale, excluding lower of cost or market adjustments (if any) —
4,218
—
24,298


	Three Months Ended
	March 31, 2020		March 31, 2019
Servicing fee income	$	5,973	$	8,431

Servicing fee receivable as of ~~September 30, 2019~~March 31, 2020 and December 31, ~~2018~~2019 was ~~$2,125~~$1,636 and ~~$2,983~~$1,869, respectively. The Company had ~~$17,889~~$7,002 and ~~$15,968~~$8,180 of collections due to Santander as of ~~September 30, 2019~~March 31, 2020 and December 31, ~~2018,~~2019, respectively.

Santander Investment Securities Inc. (SIS), an affiliated entity, serves as joint bookrunner and co-manager on certain of the Company’s securitizations. Amounts paid to SIS as co-manager for the three months ended ~~September 30,~~March 31, 2020 and 2019, totaled $808 and ~~2018, totaled $929 and $139, respectively, and totaled $1,894 and $997 for the nine months ended September 30, 2019 and 2018,~~$814, respectively, and are included in debt issuance costs in the accompanying condensed consolidated financial statements.

~~CEO and other~~

Other employee compensation

Scott Powell is President and CEO of the Company, and the President and CEO of SHUSA. During the nine months ended September 30, 2019, the Company accrued $2,990 as its share of compensation expense based on time allocation between his services to the Company and SHUSA.

~~In addition, certain~~Certain employees of the Company and SHUSA, provide services to each other. For the ~~nine~~three months ended ~~September 30, 2019,~~March 31, 2020, the Company owed SHUSA approximately ~~$8,895~~$4,479 and SHUSA owed the Company approximately ~~$2,265~~$1,518 for such ~~services.~~service.

Other related-party transactions

•The Company subleases approximately 13,000 square feet of its corporate office space to SBNA. For the three months ended ~~September 30,~~March 31, 2020 and 2019, ~~and 2018,~~ the Company recorded $44 ~~and $40 respectively,~~ in sublease revenue on this property. ~~For the nine months ended September 30, 2019 and 2018, the Company recorded $132 and $122 respectively, in sublease revenue on this property.~~

•The Company’s wholly-owned subsidiary, Santander Consumer International Puerto Rico, LLC (SCI), has deposit accounts with Banco Santander Puerto Rico, an affiliated entity. As of ~~September 30, 2019~~March 31, 2020 and December 31, ~~2018,~~2019, SCI had cash (including restricted cash) of ~~$5,128~~$9,121 and ~~$8,862,~~$8,102, respectively, on deposit with Banco Santander Puerto Rico.

•The Company has certain deposit and checking accounts with SBNA, an affiliated entity. As of ~~September 30, 2019~~March 31, 2020 and December 31, ~~2018,~~2019, the Company had a balance of ~~$32,886~~$434,002 and ~~$92,774,~~$33,683, respectively, in these accounts.

~~Beginning in 2017, the~~•The Company and SBNA ~~entered into~~have a Credit Card Agreement (Card Agreement) whereby SBNA ~~will provide~~provides credit card services for travel and related business expenses ~~and~~ for vendor payments. This service is at zero cost but generates rebates based on purchases made. As of ~~September 30, 2019,~~March 31, 2020, the activities associated with the program were insignificant.

~~Beginning in 2016, the~~•The Company ~~agreed to pay~~pays SBNA a market rate-based fee expense for payments made at SBNA retail branch locations for accounts originated or serviced by the Company and the costs associated with modifying the Advanced Teller platform to the payments. The Company incurred expenses of $58 and $49 ~~and $86~~ for

~~these services during~~ the three months ended ~~September 30,~~March 31, 2020 and 2019, ~~and 2018, respectively, and $182 and $427 for the nine months ended September 30, 2019 and 2018,~~ respectively.

~~Effective 2017, the~~•The Company has contracted Aquanima, a Santander affiliate, to provide procurement services. Expenses incurred totaled ~~$765~~$510 and ~~$378~~$379 for the three months ended ~~September 30,~~March 31, 2020 and 2019, ~~and 2018, respectively, and $1,780 and $1,136 for the nine months ended September 30, 2019 and 2018,~~ respectively.

•Santander Global Tech (formerly known as Produban Servicios Informaticos Generales S.L.), a Santander affiliate, is under contract with the Company to provide professional services, telecommunications, and internal

and/or external applications. Expenses incurred, which are included as a component of other operating costs in the accompanying condensed consolidated statements of income, totaled ~~$71~~$179 and 0$195 for the three months ended ~~September 30,~~March 31, 2020 and 2019, ~~and 2018, respectively, and $300 and 0 for the nine months ended September 30, 2019 and 2018,~~ respectively.

•The Company partners with SHUSA to place Cyber Liability Insurance in which participating national entities share $150 million aggregate limits. The Company repays SHUSA for the Company’s equitably allocated portion of insurance premiums and fees. Expenses incurred totaled $108 ~~and $92~~ for the three months ended ~~September 30, 2019~~March 31, 2020 and ~~2018, respectively, and $324 and $277 for the nine months ended September 30, 2019 and 2018, respectively.~~2019. In addition the Company partners with SHUSA for various other insurance products. Expenses incurred totaled $183 and $195 for the three months ended ~~September 30,~~March 31, 2020 and 2019, respectively.

12. Computation of Basic and ~~2018, respectively, and $571 and $520 for the nine months ended September 30, 2019 and 2018, respectively.~~Diluted Earnings per Common Share


~~12.~~	~~Computation of Basic and Diluted Earnings per Common Share~~

Earnings per common share (“EPS”) is computed using the two-class method required for participating securities. Restricted stock awards are considered to be participating securities because holders of such shares have non-forfeitable dividend rights in the event of a declaration of a dividend on the Company’s common shares.

The calculation of diluted EPS excludes the effect of exercise or settlement ~~of the following securities~~ that would be ~~anti-dilutive:~~

~~(a) Employee~~anti-dilutive for employee stock options of ~~0, 114,124, 24,507,~~34,554 and ~~178,062~~168,728 for the three ~~and nine~~ months ended ~~September 30,~~March 31, 2020 and 2019, ~~and 2018, respectively; and~~respectively.

~~(b) RSUs of 0 for the three and nine months ended September 30, 2019 and September 30, 2018.~~

The following table represents EPS numbers for the three ~~and nine~~ months ended ~~September 30, 2019~~March 31, 2020 and ~~2018:~~2019:

Three Months Ended

September 30, Nine Months Ended

September 30,
2019 2018 2019 2018
Earnings per common share
Net income $ 232,538
$ 231,948
$ 848,308
$ 811,588
Weighted average number of common shares outstanding before restricted participating shares (in thousands) 345,470
360,725
349,342
360,899
Weighted average number of participating restricted common shares outstanding (in thousands) —
—
—
—
Weighted average number of common shares outstanding (in thousands) 345,470
360,725
349,342
360,899
Earnings per common share $ 0.67
$ 0.64
$ 2.43
$ 2.25
Earnings per common share - assuming dilution
Net income $ 232,538
$ 231,948
$ 848,308
$ 811,588
Weighted average number of common shares outstanding (in thousands) 345,470
360,725
349,342
360,899
Effect of employee stock-based awards (in thousands) 486
720
514
815
Weighted average number of common shares outstanding - assuming dilution (in thousands) 345,956
361,445
349,856
361,714
Earnings per common share - assuming dilution $ 0.67
$ 0.64
$ 2.42
$ 2.24


	Three Months Ended March 31,

	2020		2019
Earnings per common share
Net income (loss)	$	(3,987)	$	247,503
Weighted average number of common shares outstanding before restricted participating shares (in thousands)	334,026		351,515

Weighted average number of common shares outstanding (in thousands)	334,026		351,515
Earnings per common share	$	(0.01)	$	0.70
Earnings per common share - assuming dilution
Net income (loss)	$	(3,987)	$	247,503
Weighted average number of common shares outstanding (in thousands)	334,026		351,515
Effect of employee stock-based awards (in thousands)	320		537
Weighted average number of common shares outstanding - assuming dilution (in thousands)	334,346		352,052
Earnings per common share - assuming dilution	$	(0.01)	$	0.70

13. Fair Value of Financial Instruments


~~13.~~	~~Fair Value of Financial Instruments~~

Fair value measurement requires that valuation techniques maximize the use of observable inputs and minimize the use of unobservable inputs and also establishes a fair value hierarchy that categorizes the inputs to valuation techniques used to measure fair value into three levels as follows:

Level 1 inputs are quoted prices in active markets for identical assets or liabilities that can be accessed as of the measurement date. Active markets are those in which transactions for the asset or liability occur in sufficient frequency and volume to provide pricing information on an ongoing basis.

Level 2 inputs are those other than quoted prices included within Level 1 that are observable for the asset or liability, either directly or indirectly. These include quoted prices for similar assets or liabilities in active markets and quoted prices for identical or similar assets or liabilities in markets that are not active.

Level 3 inputs are those that are unobservable or not readily observable for the asset or liability and are used to measure fair value to the extent relevant observable inputs are not available.

Financial Instruments Disclosed, But Not Carried, At Fair Value

The following tables present the carrying value and estimated fair value of the Company’s financial assets and liabilities disclosed, but not carried, at fair value at ~~September 30, 2019~~March 31, 2020 and December 31, ~~2018,~~2019, and the level within the fair value hierarchy:


	September 30, 2019											March 31, 2020
	Carrying Value		Estimated Fair Value		Level 1		Level 2		Level 3			Carrying Value		Estimated Fair Value		Level 1		Level 2		Level 3
Assets:											Assets:
Cash and cash equivalents (a)	$	38,589	$	38,589	$	38,589	$	—	$	—	Cash and cash equivalents (a)	$	501,588	$	501,588	$	501,588	$	—	$	—

Finance receivables held for investment, net (b)	26,296,342		27,082,039		—		—		27,082,039		Finance receivables held for investment, net (b)	25,160,731		26,794,642		—		—		26,794,642
Restricted cash and cash equivalents (a)	2,245,526		2,245,526		2,245,526		—		—		Restricted cash and cash equivalents (a)	1,987,004		1,987,004		1,987,004		—		—
Total	$	28,580,457	$	29,366,154	$	2,284,115	$	—	$	27,082,039	Total	$	27,649,323	$	29,283,234	$	2,488,592	$	—	$	26,794,642
Liabilities:											Liabilities:
Notes payable — credit facilities (c)	$	5,460,581	$	5,460,581	$	—	$	—	$	5,460,581
Notes payable — facilities with third parties (c)											Notes payable — facilities with third parties (c)	$	6,521,679	$	6,521,679	$	—	$	—	$	6,521,679
Notes payable — secured structured financings (d)	26,919,490		27,173,770		—		19,602,088		7,571,682		Notes payable — secured structured financings (d)	28,043,124		27,875,409		—		16,963,276		10,912,133
Notes payable — related party (e)	5,252,571		5,320,329		—		—		5,320,329
Notes payable — facilities with Santander and related subsidiaries (e)											Notes payable — facilities with Santander and related subsidiaries (e)	5,652,077		5,485,906		—		—		5,485,906
Total	$	37,632,642	$	37,954,680	$	—	$	19,602,088	$	18,352,592	Total	$	40,216,880	$	39,882,994	$	—	$	16,963,276	$	22,919,718


	December 31, 2018											December 31, 2019
	Carrying Value		Estimated Fair Value		Level 1		Level 2		Level 3			Carrying Value		Estimated Fair Value		Level 1		Level 2		Level 3
Assets:											Assets:
Cash and cash equivalents (a)	$	148,436	$	148,436	$	148,436	$	—	$	—	Cash and cash equivalents (a)	$	81,848	$	81,848	$	81,848	$	—	$	—

Finance receivables held for investment, net (b)	24,914,833		26,037,559		—		—		26,037,559		Finance receivables held for investment, net (b)	27,544,162		28,133,427		—		1,009,358		27,124,069
Restricted cash and cash equivalents (a)	2,102,048		2,102,048		2,102,048		—		—		Restricted cash and cash equivalents (a)	2,079,239		2,079,239		2,079,239		—		—
Total	$	27,165,317	$	28,288,043	$	2,250,484	$	—	$	26,037,559	Total	$	29,705,249	$	30,294,514	$	2,161,087	$	1,009,358	$	27,124,069
Liabilities:											Liabilities:
Notes payable — credit facilities (c)	$	4,478,214	$	4,478,214	$	—	$	—	$	4,478,214
Notes payable — facilities with third parties (c)											Notes payable — facilities with third parties (c)	$	5,399,931	$	5,399,931	$	—	$	—	$	5,399,931
Notes payable — secured structured financings (d)	26,901,530		26,994,912		—		17,924,867		9,070,045		Notes payable — secured structured financings (d)	28,141,885		28,360,948		—		18,646,326		9,714,622
Notes payable — related party (e)	3,503,293		3,438,543		—		—		3,438,543
Notes payable — facilities with Santander and related subsidiaries (e)											Notes payable — facilities with Santander and related subsidiaries (e)	5,652,325		5,724,675		—		—		5,724,675
Total	$	34,883,037	$	34,911,669	$	—	$	17,924,867	$	16,986,802	Total	$	39,194,141	$	39,485,554	$	—	$	18,646,326	$	20,839,228


~~(a)~~	~~Cash and cash equivalents and restricted cash and cash equivalents~~ — The carrying amount of cash and cash equivalents, including restricted cash and cash equivalents, is at an approximated fair value as the instruments mature within 90 days or less and bear interest at market rates.


~~(b)~~	~~Finance receivables held for investment, net~~ ~~— Finance receivables held for investment, net are carried at amortized cost, net of an allowance. These receivables exclude retail installment contracts that are measured~~

(a)Cash and cash equivalents and restricted cash and cash equivalents — The carrying amount of cash and cash equivalents, including restricted cash and cash equivalents, is at an approximated fair value as the instruments mature within 90 days or less and bear interest at market rates.

(b)Finance receivables held for investment, net — Finance receivables held for investment, net are carried at amortized cost, net of an allowance. These receivables exclude retail installment contracts that are measured at fair value on a recurring and nonrecurring basis. The estimated fair value for the underlying financial instruments are determined as follows:


•	~~Retail installment contracts held for investment and purchased receivables~~ — The estimated fair value is calculated based on a DCF in which the Company uses significant unobservable inputs on key assumptions, including historical default rates and adjustments to reflect prepayment rates, expected recovery rates, discount rates reflective of the cost of funding, and credit loss expectations.


•	~~Finance lease receivables~~ — Finance lease receivables are carried at gross investments, net of unearned income and allowance for lease losses. Management believes that the terms of these credit agreements approximate market terms for similar credit agreements.


•	~~Receivables from dealers and personal loans held for investment~~ — Receivables from dealers and personal loans held for investment are carried at amortized cost, net of credit loss allowance. Management believes that the terms of these credit agreements approximate market terms for similar credit agreements.


~~(c)~~	~~Notes payable — credit facilities~~ — The carrying amount of notes payable related to revolving credit facilities is estimated to approximate fair value. Management believes that the terms of these credit agreements approximate market terms for similar credit agreements as the facilities are subject to short-term floating interest rates that approximate rates available to the Company.

~~(d)~~

~~Notes payable — secured structured financings~~ — The estimated fair value of notes payable related to secured structured financings is calculated based on market observable prices and spreads for the Company’s publicly traded debt and market observed prices of similar notes issued by the Company, or recent market transactions involving similar debt with similar credit risks, which are considered level 2 inputs. The estimated fair value of notes payable related to privately issued amortizing notes is calculated based on a combination of credit enhancement review, discounted cash flow analysis and review of market observable spreads for similar liabilities. In conducting this analysis, the Company uses significant unobservable inputs on key assumptions, including historical default rates, prepayment rates, discount rates reflective of the cost of funding, and credit loss expectations, which are considered level 3 inputs.

~~(e)~~

~~Notes payable — related party~~

•Retail installment contracts held for investment and purchased receivables - credit deteriorated — As of December 31, 2019, Company had used the most recent purchase price as the fair value for certain loans and hence classified those retail installment contracts as Level 2. The estimated fair value of all finance receivables at March 31, 2020 is estimated using a DCF model are classified as Level 3.

•Finance lease receivables — Finance lease receivables are carried at gross investments, net of unearned income and allowance for lease losses. Management believes that the terms of these credit agreements approximate market terms for similar credit agreements.

•Receivables from dealers and personal loans held for investment — Receivables from dealers and personal loans held for investment are carried at amortized cost, net of credit loss allowance. Management believes that the terms of these credit agreements approximate market terms for similar credit agreements.

(c)Notes payable — facilities with third parties — The carrying amount of notes payable related to revolving credit facilities is estimated to approximate fair value. Management believes that the terms of these credit agreements approximate market terms for similar credit agreements as the facilities are subject to short-term floating interest rates that approximate rates available to the Company.

(d)Notes payable — secured structured financings — The estimated fair value of notes payable related to secured structured financings is calculated based on market observable prices and spreads for the Company’s publicly traded debt and market observed prices of similar notes issued by the Company, or recent market

transactions involving similar debt with similar credit risks, which are considered level 2 inputs. The estimated fair value of notes payable related to privately issued amortizing notes is calculated based on a combination of credit enhancement review, discounted cash flow analysis and review of market observable spreads for similar liabilities. In conducting this analysis, the Company uses significant unobservable inputs on key assumptions, which are considered level 3 inputs.

(e)Notes payable — facilities with Santander and related subsidiaries — The carrying amount of floating rate notes payable to a related party is estimated to approximate fair value as the facilities are subject to short-term floating interest rates that approximate rates available to the Company. The fair value premium/discount of the fixed rate promissory notes are derived from changes in the Company’s unsecured cost of funds since the time of issuance and weighted average life of these notes.

Financial Instruments Measured At Fair Value On A Recurring Basis

The following tables present the Company’s assets and liabilities that are measured at fair value on a recurring basis at ~~September 30, 2019~~March 31, 2020 and December 31, ~~2018,~~2019, and the level within the fair value hierarchy:


	Fair Value Measurements at September 30, 2019									Fair Value Measurements at March 31, 2020
	Total		Quoted Prices in Active Markets for Identical Assets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)			Total		Quoted Prices in Active Markets for Identical Assets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)
Other assets — trading interest rate caps (a)	$	49,786	$	—	$	49,786	$	—	Other assets — trading interest rate caps (a)	$	4,926	$	—	$	4,926	$	—
Due from affiliates — trading interest rate caps (a)	10,515		—		10,515		—
Other assets — cash flow hedging interest rate swaps (a)	5,886		—		5,886		—
Other assets — trading interest rate swaps (a)	1,232		—		1,232		—

Other assets — available-for-sale-debt securities (b)	91,961		—		91,961		—		Other assets — available-for-sale-debt securities (b)	95,434		—		95,434		—
Other liabilities — trading options for interest rate caps (a)	49,786		—		49,786		—		Other liabilities — trading options for interest rate caps (a)	4,926		—		4,926		—
Other liabilities — cash flow hedging interest rate swaps (a)	47,949		—		47,949		—		Other liabilities — cash flow hedging interest rate swaps (a)	88,598		—		88,598		—
Due to affiliates — trading options for interest rate caps (a)	10,515		—		10,515		—
Other liabilities — trading interest rate swaps (a)	12,844		—		12,844		—		Other liabilities — trading interest rate swaps (a)	17,167		—		17,167		—
Retail installment contracts acquired individually (c)	6,288		—		—		6,288
Retail installment contracts (c)(d)									Retail installment contracts (c)(d)	15,307		—		—		15,307


	Fair Value Measurements at December 31, 2019
	Total	Quoted Prices in Active Markets for Identical Assets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)
Other assets — trading interest rate caps (a)	62,552	$	—	$	62,552	$	—
Other assets — cash flow hedging interest rate swaps (a)	2,807	—		2,807		—

Other assets — available-for-sale-debt securities (b)	92,246	—		92,246		—
Other liabilities — trading options for interest rate caps (a)	62,552	—		62,552		—
Other liabilities — cash flow hedging interest rate swaps (a)	39,128	—		39,128		—
Other liabilities — trading interest rate swaps (a)	10,267	—		10,267		—
Retail installment contracts (c)(d)	22,353	—		17,634		4,719

Fair Value Measurements at December 31, 2018
Total
Quoted Prices
in Active
Markets for
Identical Assets
(Level 1)

Significant
Other
Observable
Inputs
(Level 2)

Significant
Unobservable
Inputs
(Level 3)
Other assets — trading interest rate caps (a) $ 128,377
$ —
$ 128,377
$ —
Other assets — cash flow hedging interest rate swaps (a) 43,967
—
43,967
—
Other assets — trading interest rate swaps (a) 11,553
—
11,553
—
Other liabilities — trading options for interest rate caps (a) 128,377
—
128,377
—
Other liabilities — cash flow hedging interest rate swaps (a) 7,478
—
7,478
—
Other liabilities — trading interest rate swaps (a) 2,130
—
2,130
—
Retail installment contracts acquired individually (c) 13,509
—
—
13,509

(a)The valuation is determined using widely accepted valuation techniques including a DCF on the expected cash flows of each derivative. This analysis reflects the contractual terms of the derivative, including the period to maturity, and uses observable market-based inputs. The Company incorporates credit valuation adjustments to appropriately reflect both its own nonperformance risk and the respective counterparty’s nonperformance risk in the fair value measurement of its derivatives. In adjusting the fair value of its derivative contracts for the effect of nonperformance risk, the Company has considered the impact of netting and any applicable credit enhancements, such as collateral postings and guarantees. The Company utilizes the exception in ASC 820-10-35-18D (commonly referred to as the “portfolio exception”) with respect to measuring counterparty credit risk for instruments (Note 7).

~~(a)~~

The valuation is determined using widely accepted valuation techniques including a DCF on the expected cash flows of each derivative. This analysis reflects the contractual terms of the derivative, including the period to maturity, and uses observable market-based inputs. The Company incorporates credit valuation adjustments to appropriately reflect both its own nonperformance risk and the respective counterparty’s nonperformance risk in the fair value measurement of its derivatives. In adjusting the fair value of its derivative contracts for the effect of nonperformance risk, the Company has considered the impact of netting and any applicable credit enhancements, such as collateral postings and guarantees. The Company utilizes the exception in ASC 820-10-35-18D (commonly referred to as the “portfolio exception”) with respect to measuring counterparty credit risk for instruments (Note 7).


~~(b)~~	The Company's available-for-sale debt securities includes U.S. Treasury securities that are valued utilizing observable market quotes. The Company obtains vendor trading platform data (actual prices) from a number of live data sources, including active market makers and interdealer brokers and therefore, classified as Level 2.

~~(c)~~

For certain retail installment contracts reported in finance receivables held for investment, net, the Company has elected the fair value option. The fair values of the retail installment contracts are estimated using a DCF model. When estimating the fair value using this model, the Company uses significant unobservable inputs on key assumptions, which includes historical default rates and adjustments to reflect prepayment rates based on available data from a comparable market securitization of similar assets, discount rates reflective of the cost of funding of debt issuance and recent historical equity yields, and recovery rates based on the average severity utilizing reported severity rates and loss severity utilizing available market data from a comparable securitized pool. Accordingly, retail installment contracts held for investment are classified as Level 3. Changes in the fair value are recorded in investment gains (losses), net in the condensed consolidated statement of income.

(b)The Company's available-for-sale debt securities includes U.S. Treasury securities that are valued utilizing observable market quotes. The Company obtains vendor trading platform data (actual prices) from a number of live data sources, including active market makers and interdealer brokers and therefore, classified as Level 2.

(c)For certain retail installment contracts reported in finance receivables held for investment, net, the Company has elected the fair value option. The fair values of the retail installment contracts are estimated using a DCF model are classified as Level 3. As of December 31, 2019, Company had used the most recent purchase price as the fair value for certain loans and hence classified those retail installment contracts as Level 2. Changes in the fair value are recorded in investment gains (losses), net in the condensed consolidated statement of income.

(d)The aggregate fair value of retail installment contracts in non-accrual status as of March 31, 2020 and December 31, 2019 is $2,402 and $9,511, respectively.

The following table presents the changes in retail installment contracts held for investment balances classified as Level 3 balances for the three ~~and nine~~ months ended ~~September 30, 2019~~March 31, 2020 and ~~2018:~~

Three Months Ended September 30, Nine Months Ended September 30,
2019 2018 2019 2018
Balance — beginning of period $ 8,832
$ 17,182
$ 13,509
$ 22,124
Additions / issuances —
—
2,079
3,276
Net collection activities (3,176 ) (3,245 ) (10,242 ) (12,775 )
Gains recognized in earnings 632
201
942
1,513
Balance — end of period $ 6,288
$ 14,138
$ 6,288
$ 14,138

2019:



	Three Months Ended March 31,
	2020		2019
Balance — beginning of year	$	4,719	$	13,509
Additions / issuances	2,512		—
Transfer from level 2 (a)	17,634		—
Net collection activities	(9,680)		(2,654)
Gains recognized in earnings	122		340
Balance — end of year	$	15,307	$	11,195

(a) The Company ~~did not have any transfers between Levels 1 and~~transferred retail installment contracts from Level 2 to Level 3 during the three ~~and nine~~ months ended ~~September 30, 2019 and 2018.~~March 31, 2020 because the fair value for these assets cannot be determined by using readily observable inputs at March 31, 2020. There were no ~~amounts transferred into~~other material transfers in or out of Level 3 during the three ~~and nine~~ months ended ~~September 30, 2019~~March 31, 2020 and ~~2018.~~2019.

Financial Instruments Measured At Fair Value On A Nonrecurring Basis

The following table presents the Company’s assets and liabilities that are measured at fair value on a nonrecurring basis at ~~September 30, 2019~~March 31, 2020 and December 31, ~~2018,~~2019, and are categorized using the fair value hierarchy:


	Fair Value Measurements at March 31, 2020
	Total		Quoted Prices in Active Markets for Identical Assets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)		Lower of cost or fair value expense for the three months ended March 31, 2020
Other assets — vehicles (a)	$	444,907	$	—	$	444,907	$	—	$	—
Personal loans held for sale (b)	912,126		—		—		912,126		62,958

Auto loans impaired due to bankruptcy (c)	193,727		—		193,727		—		4,953

Fair Value Measurements at September 30, 2019
Total Quoted Prices
in Active
Markets for
Identical Assets
(Level 1) Significant
Other
Observable
Inputs
(Level 2) Significant
Unobservable
Inputs
(Level 3) Lower of cost or fair value expense for the nine months ended September 30, 2019
Other assets — vehicles (a) $ 315,802
$ —
$ 315,802
$ —
$ —
Personal loans held for sale (b) 925,611
—
—
925,611
239,167
Auto loans impaired due to bankruptcy (c) 197,729
—
197,729
—
9,721


	Fair Value Measurements at December 31, 2018											Fair Value Measurements at December 31, 2019
	Total		Quoted Prices in Active Markets for Identical Assets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)		Lower of cost or fair value expense for the year ended December 31, 2018			Total		Quoted Prices in Active Markets for Identical Assets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)		Lower of cost or fair value expense for the year ended December 31, 2019
Other assets — vehicles (a)	$	342,097	$	—	$	342,097	$	—	$	—	Other assets — vehicles (a)	$	341,465	$	—	$	341,465	$	—	$	—
Personal loans held for sale (b)	1,068,757		—		—		1,068,757		367,219		Personal loans held for sale (b)	1,007,105		—		—		1,007,105		408,700
Retail installment contracts held for sale	—		—		—		—		15,098

Auto loans impaired due to bankruptcy (c)	189,114		—		189,114		—		18,083		Auto loans impaired due to bankruptcy (c)	200,504		—		200,504		—		9,106

(a) The Company estimates the fair value of its vehicles, which are obtained either through repossession or lease termination, using historical auction rates and current market levels of used car prices.

(b) The estimated fair value for personal loans held for sale is calculated based on the lower of market participant view and a DCF analysis in which the Company uses significant unobservable inputs on key ~~assumptions, including historical default rates and adjustments to reflect prepayment rates (principal and interest), discount rates reflective of the cost of funding, and credit loss expectations.~~assumptions. The lower of cost or fair value adjustment for personal loans held for sale includes customer default activity and adjustments related to the net change in the portfolio balance during the reporting period.

(c) For loans that are considered collateral-dependent, such as certain bankruptcy loans, impairment is measured based on the fair value of the collateral, less its estimated cost to sell. For the underlying collateral, the estimated fair value is obtained using historical auction rates and current market levels of used car prices.

Quantitative Information about Level 3 Fair Value Measurements

The following table presents quantitative information about the significant unobservable inputs for assets and liabilities measured at fair value on a recurring and nonrecurring basis at ~~September 30, 2019~~March 31, 2020 and December 31, ~~2018:~~

2019, respectively:

Financial Instruments Fair Value at September 30, 2019 Valuation Technique Unobservable Inputs Range
Financial Assets:
Retail installment contracts held for investment $ 6,288
Discounted Cash Flow Discount Rate 8%-10%
Default Rate 15%-20%
Prepayment Rate 6%-8%
Loss Severity Rate 50%-60%
Personal loans held for sale $ 925,611
Lower of Market or Income Approach Market Approach
Market Participant View 70%-80%
Income Approach
Discount Rate 15%-25%

Default Rate 30%-40%
Net Principal & Interest Payment Rate 70%-85%
Loss Severity Rate 90%-95%

Financial Instruments

Fair Value at March 31, 2020

Valuation Technique

Unobservable Inputs

Range (weighted average) (a)

Financial Assets:

Retail installment contracts held for investment

15,307

Discounted Cash Flow

Discount Rate

7%-13% (8%)

Default Rate

4%-20% (10%)

Prepayment Rate

4%-15% (12%)

Loss Severity Rate

50%-60% (55%)

Personal loans held for sale

912,126

Lower of Market or Income Approach

Market Approach

Market Participant View

70%-80%

Income Approach

Discount Rate

15%-25%

Default Rate

35%-45%

Net Principal & Interest Payment Rate

65%-75%

Loss Severity Rate

90%-95%

(a) Weighted average was developed by weighting the associated relative unpaid principal balances.

Financial Instruments Fair Value at December 31, 2018 Valuation Technique Unobservable Inputs Range
Financial Assets:
Retail installment contracts held for investment $ 13,509
Discounted Cash Flow Discount Rate 8%-10%
Default Rate 15%-20%
Prepayment Rate 6%-8%
Loss Severity Rate 50%-60%
Personal loans held for sale $ 1,068,757
Lower of Market or Income Approach Market Approach
Market Participant View 70%-80%
Income Approach
Discount Rate 15%-25%

Default Rate 30%-40%
Net Principal & Interest Payment Rate 70%-85%
Loss Severity Rate 90%-95%

Financial Instruments

Fair Value at December 31, 2019

Valuation Technique

Unobservable Inputs

Range

Financial Assets:

Retail installment contracts held for investment

4,719

Discounted Cash Flow

Discount Rate

8%-10%

Default Rate

15%-20%

Prepayment Rate

6%-8%

Loss Severity Rate

50%-60%

Personal loans held for sale

1,007,105

Lower of Market or Income Approach

Market Approach

Market Participant View

70%-80%

Income Approach

Discount Rate

15%-25%

Default Rate

30%-40%

Net Principal & Interest Payment Rate

70%-85%

Loss Severity Rate

90%-95%

14. Employee Benefit Plans

The Company has granted stock options to certain executives, other employees, and independent directors under the Company’s 2011 Management Equity Plan (the MEP), which enabled the Company to make stock option awards up to a total of approximately 29 million common shares (net of shares canceled and forfeited). The MEP expired in January 2015 and the Company will not grant any further awards under the MEP. The Company has granted stock options, restricted stock awards and restricted stock units (RSUs) under the Omnibus Incentive Plan (the Plan), which was established in 2013 and enables the Company to grant awards of cash and of non-qualified and incentive stock options, stock appreciation rights, restricted stock awards, RSUs, and other awards that may be settled in or based upon the value of the Company’s common stock up to a total of 5,192,641 common shares. The Plan was amended and restated as of June 16, 2016.

Stock options granted under the MEP and the Plan have an exercise price based on the estimated fair market value of the Company’s common stock on the grant date. The stock options expire ten years after grant date and include both time vesting options and performance vesting options. The fair value of the stock options is amortized into expense over the vesting period as time and performance vesting conditions are met.

Compensation expense related to the 583,890 shares of restricted stock that the Company has issued to certain executives is recognized over a ~~five-year~~five-year vesting period, with 0 recorded for the three ~~and nine~~ months ended ~~September 30, 2019~~March 31, 2020 and ~~2018.~~2019. The Company recognized ~~$7,973~~$4,038 and ~~$6,892~~$5,987 related to stock options and restricted stock units within compensation expense for the ~~nine~~three months ended ~~September 30, 2019~~March 31, 2020 and ~~2018~~2019, respectively. In addition, the Company recognizes forfeitures of awards as they occur.

A summary of the Company’s stock options and related activity as of and for the ~~nine~~three months ended ~~September 30, 2019~~March 31, 2020 is as follows:

Shares
Weighted
Average
Exercise
Price

Weighted
Average
Remaining
Contractual
Term (Years)

Aggregate
Intrinsic
Value
Options outstanding at January 1, 2019 645,376
$ 13.15
4.0
$ 3,682
Granted —
—
—
—
Exercised (347,712 ) 12.77
—
4,145
Expired (1,480 ) 9.21
—
—
Forfeited (15,456 ) 24.36
—
—
Other (a) 1,480
9.21
—
—
Options outstanding at September 30, 2019 282,208
13.00
3.3
3,536
Options exercisable at September 30, 2019 252,257
$ 12.50
3.0
$ 3,288


	Shares	Weighted Average Exercise Price		Weighted Average Remaining Contractual Term (Years)	Aggregate Intrinsic Value
Options outstanding at January 1, 2020	273,737	$	13.09	3.1	$	2,867
Granted	—	—		—	—
Exercised	(38,577)	10.54		—	621
Expired	—	—		—	—
Forfeited	—	—		—	—
Other (a)	—	—		—	—
Options outstanding at March 31, 2020	235,160	13.50		2.9	725
Options exercisable at March 31, 2020	217,780	$	13.13	2.7	$	724
Options expected to vest at March 31, 2020	17,380	$	18.26	5.6	$	1

(a) Represents stock options that were reinstated.

In connection with compensation restrictions imposed on certain executive officers and other employees by the European Central Bank under the Capital Requirements Directive IV prudential rules, which require a portion of such officers’ and employees’ variable compensation to be paid in the form of equity, the Company periodically grants RSUs. Under the Plan, a portion of these RSUs vest immediately upon grant, and a portion vest annually over the following three or five years and subject to the achievement of certain performance conditions as applicable. After the shares subject to the RSUs vest and are settled, they are subject to transfer and sale restrictions for one year. In addition, the Company grants RSUs to certain officers and employees as part of variable compensation and these RSUs typically vest over three years. The Company also has granted certain directors RSUs that vest either upon the earlier of the first anniversary of grant date or the first annual stockholder meeting following the grant date. RSUs are valued based upon the fair market value on the date of the grant.

A summary of the Company’s ~~RSUs~~Restricted Stock Units and performance stock units and related activity as of and for the ~~nine~~three months ended ~~September 30, 2019~~March 31, 2020 is as follows:


									Shares	Weighted Average Grant Date Fair Value		Weighted Average Remaining Contractual Term (Years)	Aggregate Intrinsic Value
	Shares		Weighted Average Grant Date Fair Value		Weighted Average Remaining Contractual Term (Years)	Aggregate Intrinsic Value
Outstanding as of January 1, 2019	698,799		$	14.53	1.1	$	12,292
Outstanding as of January 1, 2020								Outstanding as of January 1, 2020	498,299	$	17.41	0.9	$	11,645
Granted	473,325		20.83		—	—		Granted	247,635	21.42		—	—
Vested	(557,253	)	16.72		—	11,726		Vested	(321,880)	19.84		—	7,812
Forfeited/canceled	(46,401	)	16.13		—	—		Forfeited/canceled	(7,359)	16.17		—	—
Unvested as of September 30, 2019	568,470		$	17.60	1.3	$	14,502
Non-vested at March 31, 2020								Non-vested at March 31, 2020	416,695	$	18.05	1.3	$	5,796

15. Shareholders’ Equity


~~15.~~	~~Shareholders’ Equity~~

Share Repurchases and Treasury Stock

In May 2019, the Board approved a share repurchase program of up to $400 million in share repurchase of its outstanding common stock through the end of the second quarter of 2019, which concluded with the repurchase of $86.8 million of the Company’s common stock.

In June 2019, the Company announced that the Board had authorized purchases by the Company of up to $1.1 billion,

excluding commissions, of its outstanding common stock effective from the third quarter of 2019 through the end of

the second quarter of 2020.

During the three months ended March 31, 2020, the Company purchased a total of 18,361,168 shares of its common stock through a tender offer and other share repurchase program at a total cost of approximately $467 million, excluding commission (see below for details). During the three months ended March 31, 2019, the Company purchased 965,430 shares of its common stock under its share repurchase program at a cost of approximately $18 million, excluding commissions.

A.Tender Offer

On January 30, 2020, the Company commenced a modified Dutch Auction tender offer to purchase shares of its common stock, at a range of between $23 and $26 per share, or such lesser number of shares of its common stock as are properly tendered and not properly withdrawn by the seller, in cash. The ~~following table presents information regarding~~tender offer expired on February 27, 2020.

On March 3, 2020, the Company announced the final results of its “modified Dutch Auction” tender offer. The Company accepted for purchase 17,514,707 shares of its common stock, $0.01 par value per share, at a price of $26 per share, for an aggregate cost of approximately $455 million, excluding fees and expenses related to the tender offer. These shares represent approximately 5.2 percent of the shares ~~we repurchased as part of publicly announced plans or programs during~~outstanding.

B. Other Share Repurchases

During the three ~~and nine~~ months ended ~~September 30, 2019 ($ and shares in thousands, except per~~March 31, 2020, the Company purchased 846,461 share ~~amounts):~~s of its common stock under its share repurchase program at a cost of approximately $12 million, excluding commissions.

Three Months Ended Nine Months Ended
September 30, 2019 September 30, 2019
Total cost of shares repurchased (includes commission) $ 141,019
$ 245,663
Average price per share $ 25.71
$ 24.08
Number of shares repurchased 5,479,650
10,194,772

Refer to Part II ~~“Unregistered~~Item 2 - "Unregistered Sales of Equity Securities and Use of ~~Proceeds”~~Proceeds" section for additional details on share repurchases.

Treasury Stock

The Company had ~~19,920,729~~41,957,535 and ~~9,725,957~~23,596,367 shares of treasury stock outstanding, with a cost of ~~$433,593~~$994,363 and ~~$187,930~~$525,897 as of ~~September 30, 2019,~~March 31, 2020 and December 31, ~~2018,~~2019, respectively. NaN shares were withheld to cover income taxes related to stock issued in connection with employee incentive compensation plans for the three months ended ~~September 30, 2019.~~March 31, 2020. The value of the treasury stock is included within the additional paid-in-capital.

Accumulated Other Comprehensive Income (Loss)

A summary of changes in accumulated other comprehensive income (loss), net of tax, for the three ~~and nine~~ months ended ~~September 30, 2019~~March 31, 2020 and ~~2018~~2019 is as follows:


														Three Months Ended
	Three Months Ended						Nine Months Ended
	September 30, 2019			September 30, 2018			September 30, 2019			September 30, 2018				March 31, 2020		March 31, 2019
Beginning balance, unrealized gains (losses)	$	(20,567	)	$	62,449		$	33,515		$	44,262		Beginning balance, unrealized gains (losses)	$	(26,693)	$	33,515
Other comprehensive income (loss) before reclassifications (gross)	(5,018		)	1,814			(38,696		)	31,749			Other comprehensive income (loss) before reclassifications (gross)	(37,585)		(10,680)
Amounts (gross) reclassified out of accumulated other comprehensive income (loss)	(6,251		)	(7,662		)	(26,655		)	(19,410		)	Amounts (gross) reclassified out of accumulated other comprehensive income (loss)	623		(9,897)
Ending balance, unrealized gains (losses)	$	(31,836	)	$	56,601		$	(31,836	)	$	56,601		Ending balance, unrealized gains (losses)	$	(63,655)	$	12,938

Amounts (gross) reclassified out of accumulated other comprehensive income (loss) during the three ~~and nine~~ months ended ~~September 30, 2019~~March 31, 2020 and ~~2018~~2019 consist of the following:


	Three Months Ended March 31, 2020					Three Months Ended March 31, 2019
Reclassification	Amount reclassified		Income statement line item	Amount reclassified		Income statement line item
Cash flow hedges	$	824	Interest expense	$	(13,040)	Interest expense
Available-for-sale	—		Investment gain/loss	—		Investment gain/loss
Tax benefit	(201)			3,143
Net of tax	$	623		$	(9,897)

Three Months Ended September 30, 2019 Three Months Ended September 30, 2018
Reclassification Amount reclassified Income statement line item Amount reclassified Income statement line item

Cash flow hedges $ (8,283 ) Interest expense $ (11,170 ) Interest expense
Available for sale-debt securities —
Investment gain/loss —
Investment gain/loss
Tax expense (benefit) 2,032
3,508

Net of tax $ (6,251 ) $ (7,662 )

Nine Months Ended September 30, 2019 Nine Months Ended September 30, 2018
Reclassification Amount reclassified Income statement line item Amount reclassified Income statement line item

Cash flow hedges $ (35,224 ) Interest expense $ (24,843 ) Interest expense
Available for sale-debt securities —
Investment gain/loss —
Investment gain/loss
Tax expense (benefit) 8,569
5,433

Net of tax $ (26,655 ) $ (19,410 )

Dividends

The Company paid a cash ~~dividend~~dividend of $0.22 ~~per share in August 2019. Further, the Company~~in February 2020, and has declared a cash dividend of $0.22 per share, to be paid on ~~November 22, 2019,~~May 18, 2020, to shareholders of record as of the close of business on ~~November 12, 2019.~~May 8, 2020.


~~16.~~	~~Investment Losses, Net~~

16. Investment Losses, Net

When the Company sells retail installment contracts, ~~acquired individually,~~ personal loans or leases to unrelated third parties or to VIEs and determines that such sale meets the applicable criteria for sale accounting, the Company recognizes a gain or loss for the difference between the cash proceeds and carrying value of the assets sold. The gain or loss is recorded in investment gains (losses), net. Lower of cost or market adjustments on the ~~recorded investment~~amortized cost of finance receivables held for sale are also recorded in investment gains (losses), net.

Investment gains (losses), net was comprised of the following for the three ~~and nine~~ months ended ~~September 30, 2019~~March 31, 2020 and ~~2018:~~2019:


	Three Months Ended


	March 31, 2020		March 31, 2019
Gain (loss) on sale of loans and leases	$	—	$	—
Lower of cost or market adjustments	(62,958)		(67,691)
Other gains, (losses and impairments), net	(468)		594
	$	(63,426)	$	(67,097)

Three Months Ended Nine Months Ended
September 30, 2019 September 30, 2018 September 30, 2019 September 30, 2018
Gain (loss) on sale of loans and leases $ —
$ (1,918 ) $ —
$ (20,710 )
Lower of cost or market adjustments (87,454 ) (86,847 ) (239,166 ) (236,561 )
Other gains, (losses and impairments), net 1,057
2,445
885
1,797
$ (86,397 ) $ (86,320 ) $ (238,281 ) $ (255,474 )

The lower of cost or market adjustments for the three ~~and nine~~ months ended ~~September 30,~~March 31, 2020 and 2019 included $110,199 and ~~2018 included $102,478, $308,899, $100,324, and $295,629~~ $109,154, in customer default activity, respectively, and net favorable adjustments of ~~$15,023, $69,732, $13,495,~~$47,241 and ~~$59,068,~~ $41,463, respectively, primarily related to net changes in the unpaid principal balance on the personal lending portfolio, all of which is classified as held for sale.



~~Item~~ITEM 2.			~~Management’s Discussion and Analysis of Financial Condition and Results of Operations~~MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

This Quarterly Report on Form 10-Q should be read in conjunction with the ~~2018~~2019 Annual Report on Form 10-K and in

conjunction with the condensed consolidated financial statements and the accompanying notes included elsewhere in this

report. Additional information, not part of this filing, about the Company is available on the Company’s website at~~www.santanderconsumerusa.com~~.

www.santanderconsumerusa.com. The Company’s recent Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q,

Current Reports on Form 8-K, proxy statements, as well as other filings with the SEC, are available free of charge through the

Company’s website by clicking on the “Investors” page and selecting “SEC Filings.” The Company’s filings with the SEC and

other information may also be accessed at the SEC’s website at www.sec.gov.

~~www.sec.gov~~.

Background and Overview

Santander Consumer USA Holdings Inc. was formed in 2013 as a corporation in the state of Delaware and is the holding company for Santander Consumer USA Inc., a full-service, technology-driven consumer finance company focused on vehicle finance and third-party servicing. The Company is majority-owned (as of ~~September 30, 2019,~~March 31, 2020, approximately ~~71.6%~~76.5%) by SHUSA, a wholly-owned subsidiary of Santander.

The Company is managed through a single reporting segment, Consumer Finance, which includes its vehicle financial products and services, including retail installment contracts, vehicle leases, and Dealer Loans, as well as financial products and services related to recreational and marine vehicles, and other consumer finance products.

~~The Company’s average penetration rate for the third quarter of 2019 was~~ ~~36%, an increase from 31% for the same period in 2018.~~ CCAP continues to be a focal point of the Company’s strategy. ~~On June 28,~~In 2019, the Company entered into an Amendment to the Chrysler Agreement with FCA, which modified the Chrysler Agreement to, among other things, adjust certain performance metrics, exclusivity commitments and payment provisions. The Amendment also established an operating framework that is mutually beneficial for both parties for the remainder of the contract. The Company’s average penetration rate under the Chrysler Agreement for the three months ended March 31, 2020 was 39%, an increase from 31% for the same period in 2019.

The Company has dedicated financing facilities in place for its CCAP business and has worked strategically and collaboratively with FCA to continue to strengthen its relationship and create value within the CCAP program. During the ~~nine~~three months ended ~~September 30, 2019,~~ March 31, 2020, the Company originated ~~$9.5~~$2.6 billion in CCAP loans which represented ~~56%~~53% of total retail installment contract originations (unpaid principal balance), as well as ~~$6.7~~$2.0 billion in CCAP leases. Additionally, substantially all of the leases originated by the Company during the ~~nine~~three months ended~~September 30, 2019~~ March 31, 2020 were under the Chrysler Agreement. ~~Since its May 2013 launch, CCAP has originated more than $62.7 billion in retail loans (excluding SBNA originations program)~~

Refer to Part I, Item 2. "Management's Discussion and ~~purchased $40.1 billion in leases. As~~Analysis of ~~September 30, 2019,~~Financial Conditions and Results of Operations - Recent Developments and Other Factors Affecting The Company’s Results of Operations" for additional details on the ~~Company’s carrying value of auto retail installment contract portfolio consisted of $9.9 billion of CCAP loans, which represents 38%~~impact of the ~~Company’s carrying value of auto retail installment contract portfolio.~~COVID-19 outbreak on Company's current financial and operating status, as well as its future operational and financial planning.

Economic and Business Environment

~~Unemployment rates continue~~Refer to ~~be at low levels~~Part I, Item 2. "Management's Discussion and Analysis of ~~3.5%~~Financial Conditions and Results of Operations - Recent Developments and Other Factors Affecting The Company’s Results of Operations" for additional details on the impact of the COVID-19 outbreak on Company's current financial and operating status, as ~~reported by the Bureau of Labor Statistics for September 30, 2019,~~well as its future operational and ~~the federal funds rate were in the range of 2.00% to 2.25% in~~ ~~September 30, 2019~~.financial planning.

Despite this stability, consumer debt levels continued to rise, specifically auto debt. As consumers assume higher debt levels, the Company may experience an increase in delinquencies and credit losses. Additionally, the Company is exposed to geographic customer concentration risk, which could have an adverse effect on the Company’s business, financial position, results of operations or cash flow. Refer to Note 2 - "Finance Receivables"to ~~these~~the accompanying condensed consolidated financial statements for the details on the Company’s retail installment contracts by state concentration.

Regulatory Matters

The U.S. lending industry is highly regulated under various U.S. federal laws, including the Truth-in-Lending, Equal Credit Opportunity, Fair Credit Reporting, Fair Debt Collection Practices, SCRA, and Unfair, Deceptive, or Abusive Acts or Practices, Credit CARD, Telephone Consumer Protection, FIRREA, and Gramm-Leach-Bliley Acts, as well as various state laws. The Company is subject to inspections, examinations, supervision, and regulation by the Commission, the CFPB, the FTC, and the DOJ and by regulatory agencies in each state in which the Company is licensed. In addition, the Company is directly and indirectly, through its relationship with SHUSA, subject to certain bank regulations, including oversight by the OCC, the European Central Bank, and the Federal Reserve, which have the ability to limit certain of the Company’s activities, such as the timing and amount of dividends and certain transactions that the Company might otherwise desire to enter into, such as merger and acquisition opportunities, or to impose other limitations on the Company’s growth.

Additional legal and regulatory matters affecting the Company’s activities are further discussed in Part I, Item 1A - Risk Factors of the ~~2018~~2019 Annual Report on Form ~~10-K.~~10-K and this Form 10Q for the three months ended March 31, 2020.

How the Company Assesses its Business Performance

Net income, and the associated return on assets and equity, are the primary metrics by which the Company judges the performance of its business. Accordingly, the Company closely monitors the primary drivers of net income:

•

~~Net financing income~~ — The Company tracks the spread between the interest and finance charge income earned on assets and the interest expense incurred on liabilities, and continually monitors the components of its yield and cost of funds. The Company’s effective interest rate on borrowing is driven by various items including, but not limited to, credit quality of the collateral assigned, used/unused portion of facilities, and reference rate for the credit spread. These drivers, as well as external rate trends, including the swap curve, spot and forward rates are monitored.

•Net financing income — The Company tracks the spread between the interest and finance charge income earned on assets and the interest expense incurred on liabilities, and continually monitors the components of its yield and cost of funds. The Company’s effective interest rate on borrowing is driven by various items including, but not limited to, credit quality of the collateral assigned, used/unused portion of facilities, and reference rate for the credit spread. These drivers, as well as external rate trends, including the swap curve, spot and forward rates are monitored.

•Net credit losses — The Company performs net credit loss analysis at the vintage level for retail installment contracts, loans and leases, and at the pool level for purchased portfolios - credit deteriorated, enabling it to pinpoint drivers of any unusual or unexpected trends. The Company also monitors its recovery rates as well as industry-wide rates. Additionally, because delinquencies are an early indicator of future net credit losses, the Company analyzes delinquency trends, adjusting for seasonality, to determine if the Company’s loans are performing in line with original estimations. The net credit loss analysis does not include considerations of the Company’s estimated allowance for credit losses.

•Other income — The Company’s flow agreements have resulted in a large portfolio of assets serviced for others. These assets provide a steady stream of servicing income and may provide a gain or loss on sale. The Company monitors the size of the portfolio and average servicing fee rate and gain. Additionally, due to the classification of the Company’s personal lending portfolio as held for sale upon the decision to exit the personal lending line of business, adjustments to record this portfolio at the lower of cost or market are included in investment gains (losses), net, which is a component of other income (losses).

•Operating expenses — The Company assesses its operational efficiency using the cost-to-managed assets ratio. The Company performs extensive analysis to determine whether observed fluctuations in operating expense levels indicate a trend or are the nonrecurring impact of large projects. The operating expense analysis also includes a loan- and

•

~~Net credit losses~~

portfolio-level review of origination and servicing costs to assist the Company in assessing profitability by pool and vintage.

— The Company performs net credit loss analysis at the vintage level for individually acquired retail installment contracts, loans and leases, and at the pool level for purchased portfolios, enabling it to pinpoint drivers of any unusual or unexpected trends. The Company also monitors its recovery rates as well as industry-wide rates. Additionally, because delinquencies are an early indicator of future net credit losses, the Company analyzes delinquency trends, adjusting for seasonality, to determine if the Company’s loans are performing in line with original estimations. The net credit loss analysis does not include considerations of the Company’s estimated allowance for credit losses.

•

~~Other income~~ — The Company’s flow agreements have resulted in a large portfolio of assets serviced for others. These assets provide a steady stream of servicing income and may provide a gain or loss on sale. The Company monitors the size of the portfolio and average servicing fee rate and gain. Additionally, due to the classification of the Company’s personal lending portfolio as held for sale upon the decision to exit the personal lending line of business, adjustments to record this portfolio at the lower of cost or market are included in investment gains (losses), net, which is a component of other income (losses).

•

~~Operating expenses~~ — The Company assesses its operational efficiency using the cost-to-managed assets ratio. The Company performs extensive analysis to determine whether observed fluctuations in operating expense levels indicate a trend or are the nonrecurring impact of large projects. The operating expense analysis also includes a loan- and portfolio-level review of origination and servicing costs to assist the Company in assessing profitability by pool and vintage.

Because volume and portfolio size determine the magnitude of the impact of each of the above factors on the Company’s earnings, the Company also closely monitors origination and sales volume along with APR and discounts (including subvention and net of dealer participation).

Recent Developments and Other Factors Affecting The Company’s Results of Operations

~~Third Quarter 2019 Summary~~Outbreak of ~~Results~~COVID-19

~~Key highlights~~The current outbreak of a novel strain of coronavirus, or COVID-19, has materially impacted our business, and the continuance of this outbreak or any future outbreak of any other highly contagious diseases or other public health emergency, could materially and adversely impact our business, financial condition, liquidity and results of operations.

Due the unpredictable and rapidly changing nature of this outbreak and the resulting economic distress, it is not possible to determine with certainty the ultimate impact on our results of operations or whether other currently unanticipated consequences of the ~~Company’s~~outbreak are reasonably likely to materially affect our results of operations; however, certain adverse effects have already manifest themselves or are probable. The following sets forth our expectations of the impact of COVID-19 on Company's current financial and operating status, as well as its future operational and financial planning as of the date hereof:

•Impact on workforce: The health and well-being of our colleagues and customers is a top priority for the Company. The Company has implemented business continuity plans and has followed guidelines issued by government

authorities regarding social distancing and work-from-home arrangements. Currently, approximately 90-95% of our

workforce is working remotely. The Company has established a Temporary Emergency Paid Leave Program that provides employees with up to 80 hours of additional paid time off to use – either continuously or intermittently, and before exhausting other paid time off – to assist with needs related to COVID-19. Further, the Company is providing $250 a week in pay premiums for frontline customer support workers to help defray additional costs incurred while coming to work during the outbreak. While our business continuity plans are place, if significant portions of our or our vendors’ workforces are unable to work effectively as a result of the COVID-19 outbreak including because of illness, stay-at-home orders, facility closures reductions in services or hours of operation, or ineffective remote work arrangements, there may be servicing disruptions, which could result in reduced collection effectiveness or impair our ability to operate our business and satisfy our obligations under our third-party servicing agreements. Each of these scenarios could have negative effects on our business, financial condition and results of operations.

•Impact on customers and loans and lease performance: The COVID-19 outbreak and the associated economic crisis have led to negative effects on our customers. Unlike the regional impact of natural disasters, such as hurricanes, the COVID-19 outbreak is impacting customers nationwide and is expected to have a materially more significant impact on the performance of our auto loan and auto lease portfolio than even the most severe historical natural disaster.

Similar to many other financial institutions, we have taken and will continue to take measures to mitigate our customers’ COVID-19 related economic challenges. We have experienced a sharp increase in requests for extensions and modifications related to COVID-19 nationwide and a significant number of such extensions and modifications have been granted. In addition, we have temporarily suspended—and may continue to temporarily suspend— involuntary repossessions although we may elect to re-initiate involuntary repossessions at any time. These customer support programs, by their nature, are expected to negatively impact our financial performance and other results of operations in the ~~third~~near term. Our business, financial condition and results of operations may be materially and adversely affected in the longer term if the COVID-19 outbreak leads us to continue to conduct such programs for a significant period of time, if the number of customers experiencing hardship related directly or indirectly to the outbreak of COVID-19 increases or if our customer support programs are not effective in mitigating the effects of COVID-19 on our customers' financial situations. Given the unpredictable nature of this situation, the nature and extent of such effects cannot be predicted at this time.

Further, government or regulatory authorities could also enact laws, regulations, executive orders or other guidance that allow customers to forgo making scheduled payments for some period of time, require modifications to receivables (e.g., waiving accrued interest), preclude creditors from exercising certain rights or taking certain actions with respect to collateral, including repossession or liquidation of the financed vehicles, or mandate limited operations or temporary closures of the Company or our vendors as “non-essential businesses” or otherwise. Such actions by

government or regulatory authorities could have negative effects on our business, financial condition and results of operations.

•Impact on originations: In many jurisdictions, businesses such as automobile dealers have been required to temporarily close or restrict their operations. Further, even for dealerships that have remained open, consumer demand has deteriorated rapidly. As a result, we have recently experienced a significant decline in our origination of auto loans and leases. In response, the Company has partnered with FCA to launch new incentive programs, including, first payment deferred 90 days on select FCA models and 0% APR for 84 months on select 2019/2020 FCA models. However, if the economic slowdown caused by the outbreak is sustained, it could result in further declines in new and used vehicle sales and downward pressure on used vehicle values, which could materially adversely affect our origination of auto loans and leases and the performance of our existing loans and leases.

•Impact on Debt and Liquidity: We rely upon four primary sources to fund our operations, including private financing, warehouse lines of credit, the asset-backed securitization market, and support from Santander. As international trade and business activity has slowed and supply chains have been disrupted, global credit and financial markets have recently experienced, and may continue to experience, significant disruption and volatility. During the first quarter of ~~2019 included:~~

~~Total auto originations (excluding the SBNA originations program) of $6.3 billion, down (8.7)% from $6.9 billion originated~~2020, financial markets experienced significant declines and volatility, and such market conditions may continue and/or precede recessionary conditions in the ~~same~~U.S. economy. Under these circumstances, we may experience some or all of the risks related to market volatility and recessionary conditions described in the Risk Factors section of our Form 10-K. These include reduced demand for our products and services and reduced access to capital markets funding. These risks could have significant adverse impacts on our financial condition, results of operations and cash flows.

Governmental and regulatory authorities have recently implemented fiscal and monetary policies and initiatives to mitigate the effects of the outbreak on the economy and individual businesses and households, such as the reduction of the Federal Reserve’s benchmark interest rate to near zero in March 2020. Further, the Company expects that the Federal Reserve's Term Asset Backed Securities Loan Facility ("TALF") will be available, if necessary, to support investment in our eligible ABS transactions. However, these governmental and regulatory actions may not be successful in mitigating the adverse economic effects of COVID-19 and could affect our net interest income and reduce our profitability. Sustained adverse economic effects from the outbreak may also result in downgrades in our credit ratings or adversely affect the interest rate environment. If our access to funding is reduced or if our costs to obtain such funding significantly increases, our business, financial condition and results of operations could be materially and adversely affected.

In addition, the Company’s ability to make payments on the notes could be adversely affected if its customers were unable to make timely payments or if the Company elected to, or was required to, implement forbearance programs in connection with customers suffering a hardship (including hardships related to the outbreak of COVID-19).

In addition to the significant amount of liquidity available from warehouse lines and affiliate lines of credit, the Company has executed two new private financing transactions for approximately $1.1 billion in the final 2 weeks of March 2020. The Company also renewed an existing $1.25 billion revolving warehouse line of credit in March 2020. Subsequent to the quarter end, the Company executed an ABS transaction of approximately $1 billion in ~~2018;~~April 2020.

~~Net finance~~

However, due to the rapidly evolving nature of the COVID-19 outbreak, it is not possible to predict whether unanticipated consequences of the outbreak are reasonably likely to materially affect our liquidity and capital resources in the future.

•Impact on impairment of goodwill, indefinite-lived and long-lived assets: In accordance with accounting policy, the Company has analyzed the impact of COVID-19 on its financial statements, including the potential for impairment. The analysis did not support any impairment of these assets, including Goodwill, Leased Vehicles and other ~~interest income of $1.2 billion, up 4.7% compared~~non-financial assets such as Upfront fee and other Intangibles.

•Impact on communities: The Company is committed to supporting our communities impacted by the COVID-19 outbreak and the Company's non-profit foundation has begun responding to the ~~same quarter~~COVID-19 crisis with $200,000 in ~~2018;~~donations to a select group of organizations addressing community issues.

~~Return on average assets of 2.0%, down from 2.2% compared~~

Overall, due to the ~~same quarter~~evolving nature of the outbreak, we are currently unable to estimate the adverse impact of COVID-19 on our business, financial condition, liquidity and results of operations. Our initiatives may negatively impact our revenue and other

results of operations in ~~2018;~~the near term and, if not effective in mitigating the effect of COVID-19 on our customers, may adversely affect our business and results of operations materially over a longer period of time.

~~Common equity tier 1 (CET1) ratio of 15.4%, down 96 bps compared to the same quarter in 2018; and~~

~~Net leased vehicle income of $250 million, up 28.9% compared to the same quarter in 2018.~~

Volume

The Company’s originations of ~~individually acquired~~ loans and leases, including revolving loans, average APR, and dealer discount (net of dealer participation) for the three months ended March 31, 2020 and 2019 were as follows:



	Three Months Ended
	March 31, 2020			March 31, 2019
	(Dollar amounts in thousands)
Retained Originations
Retail installment contracts	$	3,846,226		$	4,026,327
Average APR	15.3 %			17.2		%
Average FICO® (a)	607			593
Discount	(0.8)		%	(0.1)		%

Personal loans (b)	$	270,835		$	288,557
Average APR	29.8		%	29.7		%


Leased vehicles	$	2,020,721		$	1,963,580

Finance lease	$	3,002		$	3,308
Total originations retained	$	6,140,784		$	6,281,772










Total originations (excluding SBNA Originations Program) (c)	$	6,140,784		$	6,281,772

(a)Unpaid principal balance excluded from the weighted average FICO score is $432 million and $493 million as the borrowers on these loans did not have FICO scores at origination and $139 million and $106 million of commercial loans for the three months ended March 31, 2020 and 2019, respectively.

(b) Included in the total origination volume is $21 million and $24 million for the three months ended March 31, 2020, and 2019, respectively, related to newly opened accounts.

(c) There were no asset sales during the three ~~and nine~~ months ended ~~September 30,~~March 31, 2020 and 2019 ~~and 2018 were as follows:~~

Three Months Ended Nine Months Ended
September 30, 2019 September 30, 2018 September 30, 2019 September 30, 2018
(Dollar amounts in thousands)
Retained Originations
Retail installment contracts $ 4,080,028
$ 4,014,963
$ 12,056,003
$ 11,756,642
Average APR 16.0 % 17.3 % 16.5 % 17.4 %
Average FICO® (a) 599
596
598
595
Discount (0.7 )% 0.3 % (0.4 )% 0.3 %

Personal loans (b) $ 322,335
$ 325,120
$ 954,105
$ 938,536
Average APR 29.7 % 28.8 % 29.8 % 29.4 %

Leased vehicles $ 2,225,117
$ 2,890,841
$ 6,708,827
$ 7,616,498

Finance lease $ 4,859
$ 2,633
$ 12,989
$ 7,088
Total originations retained $ 6,632,339
$ 7,233,557
$ 19,731,924
$ 20,318,764

Sold Originations
Retail installment contracts $ —
$ —
$ —
$ 1,826,411
Average APR — % — % — % 7.3 %
Average FICO® (c) —
—
—
727

Total originations (excluding SBNA Originations Program) $ 6,632,339
$ 7,233,557
$ 19,731,924
$ 22,145,175

~~(a)~~

Unpaid principal balance excluded from the weighted average FICO score is $440 million and $744 million for the three months ended September 30, 2019 and 2018, respectively, as the borrowers on these loans did not have FICO scores at origination. Of these amounts, $154 million and $80 million, respectively, were commercial loans. Unpaid principal balance excluded from the weighted average FICO score is $1.4 billion and $1.5 billion for the nine months ended September 30, 2019 and 2018, respectively, as the borrowers on these loans did not have FICO scores at origination. Of these amounts, $401 million and $147 million, respectively, were commercial loans.


~~(b)~~	Included in the total origination volume is $62 million and $71 million for the three months ended September 30, 2019 and 2018, respectively, and $138 million and $155 million for the nine months ended September 30, 2019 and 2018, respectively, related to newly opened accounts.

~~(c)~~

Unpaid principal balance excluded from the weighted average FICO score is zero for the three months ended September 30, 2019 and 2018 as the borrowers on these loans did not have FICO scores at origination. Unpaid principal balance excluded from the weighted average FICO score is zero and $144 million for the nine months ended September 30, 2019 and 2018, respectively, as the borrowers on these loans did not have FICO scores at origination. Of these amounts, zero and $76 million, respectively, were commercial loans.

Total auto originations (excluding SBNA ~~Originations~~Origination Program) decreased ~~$0.6~~$0.1 billion, or ~~8.7%~~2.1%, from the three months ended ~~September 30, 2018~~March 31, 2019 to the three months ended ~~September 30, 2019,~~March 31, 2020, since the Company has initiated the SBNA originations program as described below. The ~~Company’s~~company's initiatives to improve our pricing as well as dealer and customer experience has increased our competitive position in the market. The Company continues to focus on optimizing the loan quality of its portfolio with an appropriate balance of volume and risk. ~~Chrysler Capital~~CCAP volume and penetration rates are influenced by strategies implemented by FCA and the Company, including product mix and incentives.

SBNA Originations Program

Beginning in 2018, the Company agreed to provide SBNA with origination support services in connection with the processing, underwriting and purchase of retail auto loans, primarily from FCA dealers. In addition, the Company agreed to perform the servicing for any loans originated on SBNA’s behalf. During the three ~~and nine~~ months ended ~~September 30,~~March 31, 2020 and 2019 the Company facilitated the purchase of ~~$2.1~~$1.1 billion and $5$1.0 billion of retail installment contacts, respectively.

The Company’s originations of ~~individually acquired~~ retail installment contracts and leases by vehicle type during the three ~~and nine~~ months ended ~~September 30,~~March 31, 2020 and 2019 ~~and 2018~~ were as follows:


																		Three Months Ended
	Three Months Ended								Nine Months Ended
	September 30, 2019				September 30, 2018				September 30, 2019				September 30, 2018					March 31, 2020						March 31, 2019
	(Dollar amounts in thousands)																	(Dollar amounts in thousands)
Retail installment contracts																	Retail installment contracts
Car	$	1,424,419	34.9	%	$	1,500,316	37.4	%	$	4,376,512	36.3	%	$	4,974,158	36.6	%	Car	$	1,229,615	32.0	%	$	1,555,114	38.6	%
Truck and utility	2,483,426		60.9	%	2,358,258		58.7	%	7,186,881		59.6	%	7,883,371		58.1	%	Truck and utility	2,425,512		63.0	%	2,322,091		57.7	%
Van and other (a)	172,184		4.2	%	156,389		3.9	%	492,610		4.1	%	725,524		5.3	%	Van and other (a)	191,099		5.0	%	149,122		3.7	%
	$	4,080,029	100.0	%	$	4,014,963	100.0	%	$	12,056,003	100.0	%	$	13,583,053	100	%		$	3,846,226	100.0	%	$	4,026,327	100.0	%

Leased vehicles																	Leased vehicles
Car	$	97,875	4.4	%	$	240,116	8.3	%	$	354,046	5.3	%	$	673,626	8.8	%	Car	$	70,152	3.5	%	$	106,502	5.4	%
Truck and utility	2,016,964		90.6	%	2,521,921		87.2	%	6,104,722		91.0	%	6,623,028		87.0	%	Truck and utility	1,899,568		94.0	%	1,802,755		91.8	%
Van and other (a)	110,278		5.0	%	128,804		4.5	%	250,059		3.7	%	319,844		4.2	%	Van and other (a)	51,001		2.5	%	54,323		2.8	%
																		$	2,020,721	100.0	%	$	1,963,580	100.0	%
	$	2,225,117	100.0	%	$	2,890,841	100.0	%	$	6,708,827	100.0	%	$	7,616,498	100.0	%
Total originations by vehicle type																	Total originations by vehicle type
Car	$	1,522,294	24.1	%	$	1,740,432	25.2	%	$	4,730,558	25.2	%	$	5,647,784	26.7	%	Car	$	1,299,767	22.2	%	$	1,661,616	27.7	%
Truck and utility	4,500,390		71.4	%	4,880,179		70.7	%	13,291,603		70.8	%	14,506,399		68.4	%	Truck and utility	4,325,080		73.7	%	4,124,846		68.9	%
Van and other (a)	282,462		4.5	%	285,193		4.1	%	742,669		4.0	%	1,045,368		4.9	%	Van and other (a)	242,100		4.1	%	203,445		3.4	%
	$	6,305,146	100.0	%	$	6,905,804	100.0	%	$	18,764,830	100.0	%	$	21,199,551	100.0	%		$	5,866,947	100.0	%	$	5,989,907	100.0	%

(a) Other primarily consists of commercial vehicles.

~~The Company’s asset sales for the three and nine months ended September 30, 2019 and 2018 were as follows:~~

Three Months Ended Nine Months Ended
September 30, 2019 September 30, 2018 September 30, 2019 September 30, 2018
(Dollar amounts in thousands)
Retail installment contracts $ —
$ 274,609
$ —
$ 2,905,922
Average APR — % 7.5 % — % 7.2 %
Average FICO® —
727
—
726

Total asset sales $ —
$ 274,609
$ —
$ 2,905,922

~~There were no asset sales for the three and nine months ended September 30, 2019.~~

The Company’s portfolio of retail installment contracts held for investment and leases by vehicle type as of ~~September 30, 2019~~March 31, 2020 and December 31, ~~2018~~2019 are as follows:


	September 30, 2019				December 31, 2018					March 31, 2020						December 31, 2019
	(Dollar amounts in thousands)									(Dollar amounts in thousands)
Retail installment contracts									Retail installment contracts
Car	$	12,304,049	41.6	%	$	13,011,925	45.7	%	Car	$	11,864,775	38.6	%	$	12,286,182	39.9	%
Truck and utility	16,066,957		54.3	%	14,266,757		50.1	%	Truck and utility	17,587,709		57.2	%	17,238,406		56.0	%
Van and other (a)	1,226,901		4.1	%	1,184,554		4.2	%	Van and other (a)	1,288,660		4.2	%	1,251,450		4.1	%
	$	29,597,907	100.0	%	$	28,463,236	100.0	%		$	30,741,144	100.0	%	$	30,776,038	100.0	%

Leased vehicles									Leased vehicles
Car	$	1,341,815	7.8	%	$	1,590,621	10.5	%	Car	$	1,106,266	6.2	%	$	1,237,803	7.1	%
Truck and utility	15,201,618		88.2	%	12,899,955		84.8	%	Truck and utility	16,202,518		90.9	%	15,795,594		89.8	%
Van and other (a)	672,040		4.0	%	728,737		4.7	%	Van and other (a)	508,849		2.9	%	529,385		3.1	%
	$	17,215,473	100.0	%	$	15,219,313	100.0	%		$	17,817,633	100.0	%	$	17,562,782	100.0	%

Total by vehicle type									Total by vehicle type
Car	$	13,645,864	29.1	%	$	14,602,546	33.4	%	Car	$	12,971,041	26.7	%	$	13,523,985	28.0	%
Truck and utility	31,268,575		66.8	%	27,166,712		62.2	%	Truck and utility	33,790,227		69.6	%	33,034,000		68.3	%
Van and other (a)	1,898,941		4.1	%	1,913,291		4.4	%	Van and other (a)	1,797,509		3.7	%	1,780,835		3.7	%
	$	46,813,380	100.0	%	$	43,682,549	100.0	%		$	48,558,777	100.0	%	$	48,338,820	100.0	%

(a) Other primarily consists of commercial vehicles.

The unpaid principal balance, average APR, and remaining unaccreted net discount of the Company’s held for investment portfolio as of ~~September 30, 2019~~March 31, 2020 and December 31, ~~2018~~2019 are as follows:


								March 31, 2020			December 31, 2019
	September 30, 2019			December 31, 2018				(Dollar amounts in thousands)
	(Dollar amounts in thousands)
Retail installment contracts (a)	$	29,597,907		$	28,463,236
Retail installment contracts							Retail installment contracts	$	30,741,144		$	30,776,038
Average APR	16.5		%	16.7		%	Average APR	15.8		%	16.1		%
Discount	0.4		%	0.8		%	Discount	0.1		%	0.3		%

Personal loans (b)	$	—		$	2,637
Average APR	—		%	31.7		%


Receivables from dealers	$	12,841		$	14,710		Receivables from dealers	$	12,496		$	12,668
Average APR	4.0		%	4.1		%	Average APR	4.0		%	4.0		%

Leased vehicles	$	17,215,473		$	15,219,313		Leased vehicles	$	17,817,633		$	17,562,782

Finance leases	$	25,435		$	19,344		Finance leases	$	27,710		$	27,584

(a) Of this balance as of September 30, 2019, $10.8 billion, $9.1 billion, $3.7 billion, and $2.7 billion was originated during the nine months ended September 30, 2019, and the years ended 2018, 2017, and 2016, respectively.

~~(b) The remaining balance of personal loans, held for investment, was charged off during the quarter ended June 30, 2019.~~

The Company records interest income from ~~individually acquired~~ retail installment contracts ~~personal loans,~~ and receivables from dealers in accordance with the terms of the loans, generally discontinuing and reversing accrued income once a loan becomes more than 60 days past due, except in the case of revolving personal loans, for which the Company continues to accrue interest until charge-off, in the month in which the loan becomes 180 days past due, and receivables from dealers, for which the Company continues to accrue interest until the loan becomes more than 90 days past due.

The Company generally does not acquire receivables from dealers ~~and term personal loans~~ at a discount. The Company amortizes discounts, subvention payments from manufacturers, and origination costs as adjustments to income from ~~individually acquired~~ retail installment contracts using the effective yield method. The Company estimates future principal prepayments specific to pools of homogeneous loans which are based on the vintage, credit quality at origination and term of the loan. Prepayments in our portfolio are sensitive to credit quality, with higher credit quality loans generally experiencing higher voluntary prepayment rates than lower credit quality loans. The impact of defaults is not considered in the prepayment rate; the prepayment rate only considers voluntary prepayments. The resulting prepayment rate specific to each pool is based on historical experience, and is used as an input in the calculation of the constant effective yield. Our estimated weighted average prepayment rates ranged from ~~5.2%~~5.0% to 11.0% as of ~~September 30, 2019,~~March 31, 2020, and ~~5.8%~~5.4% to ~~10.7%~~11.0% as of ~~September 30, 2018.~~March 31, 2019. The Company amortizes the discount, if applicable, on revolving personal loans straight-line over the estimated period over which the receivables are expected to be outstanding.

For individually acquired retail installment contracts, personal loans, finance leases, and receivables from dealers, the Company also establishes a credit loss allowance for the estimated losses inherent in the portfolio. The Company estimates probable losses based on contractual delinquency status, historical loss experience, expected recovery rates from sale of repossessed collateral, bankruptcy trends, and general economic conditions such as unemployment rates. For loans within these portfolios that are classified as TDRs, impairment is measured based on the present value of expected future cash flows discounted at the original effective interest rate. For loans that are considered collateral-dependent, such as certain bankruptcy modifications, impairment is measured based on the fair value of the collateral, less its estimated cost to sell.

The Company classifies most of its vehicle leases as operating leases. The Company records the net capitalized cost of each

lease as an asset, which is depreciated straight-line over the contractual term of the lease to the expected residual value. The

Company records lease payments due from customers as income until and unless a customer becomes more than 60 days

delinquent, at which time the accrual of revenue is discontinued and reversed. The Company resumes and reinstates the accrual

if a delinquent account subsequently becomes 60 days or less past due. The Company amortizes subvention payments from the

manufacturer, down payments from the customer, and initial direct costs incurred in connection with originating the lease

straight-line over the contractual term of the lease.

Historically, the Company’s primary means of acquiring retail installment contracts has been through individual acquisitions immediately after origination by a dealer. The Company also periodically ~~purchased~~purchases pools of receivables and had significant volumes of these purchases during the credit crisis. While the Company continues to pursue such opportunities when

available, itduring the three months ended March 31, 2020, the Company did not ~~purchase~~acquire any ~~pools~~vehicle loan portfolios for which there have more than insignificant deterioration in credit quality since origination. In addition, during the three months ended March 2019, the Company did not acquire any vehicle loan portfolios for which it was probable at acquisition that not all contractually required payments would be ~~collected, during the nine months ended September 30, 2019 and 2018.~~ collected.

However, during the three months ended ~~September 30,~~March 31, 2020 and 2019 ~~and 2018,~~ the Company ~~recognized~~did recognize certain retail installment contracts with an unpaid principal balance of ~~zero, respectively,~~$76,878 and ~~for the nine months ended September 30, 2019 and 2018, the Company recognized certain retail installment contracts with an unpaid principal balance of $74,718 and $115,959,~~$0, respectively, held by non-consolidated securitization Trusts under optional clean-up calls. Following the initial recognition of these loans at fair value, the performing loans in the portfolio will be carried at amortized cost, net of ~~allowance for credit losses.~~ACL. The Company elected the fair value option for all non-performing loans acquired (more than 60 days delinquent as of re-recognition date), for which it was probable that not all contractually required payments would be collected. ~~All of the retail installment contracts acquired during these periods were acquired individually.~~ For the Company’s existing purchased receivables portfolios - credit deteriorated, which were acquired at a discount partially attributable to credit deterioration since origination, the Company estimates the expected yield on each portfolio at acquisition and ~~record~~records monthly accretion income based on this expectation. The Company periodically re-evaluates performance expectations and may increase the accretion rate if a pool is performing better than expected. If a pool is performing worse than expected, the Company is required to continue to record accretion income at the previously established rate and to record impairment to account for the worsening performance.

Selected Financial Data


	Three Months Ended
	March 31, 2020		March 31, 2019
Income Statement Data	(Dollar amounts in thousands, except per share data)
Interest on retail installment contracts	$	1,179,436	$	1,156,023
Interest on purchased receivables portfolios - credit deteriorated	788		1,413
Interest on receivables from dealers	54		122
Interest on personal loans	93,541		96,022
Interest on finance receivables and loans	1,273,819		1,253,580
Net leased vehicle income	195,067		205,541
Other finance and interest income	7,551		10,247
Interest expense	328,834		334,382
Net finance and other interest income	1,147,603		1,134,986





Credit loss expense	907,887		550,879
Profit sharing	14,295		6,968
Other income	50,807		51,085
Operating expenses	282,673		290,957
Income before tax expense	(6,445)		337,267
Income tax (benefit) / expense	(2,458)		89,764
Net income	$	(3,987)	$	247,503
Share Data
Weighted-average common shares outstanding
Basic	334,026,052		351,515,464
Diluted	334,346,122		352,051,887
Earnings per share
Basic	$	(0.01)	$	0.70
Diluted	$	(0.01)	$	0.70
Dividend paid per share	$	0.22	$	0.20
Balance Sheet Data
Finance receivables held for investment, net	$	25,369,765	$	25,598,716
Finance receivables held for sale, net	912,126		974,017
Goodwill and intangible assets	121,879		115,256
Total assets	47,106,931		45,045,906
Total borrowings	40,216,880		35,647,153
Total liabilities	41,960,828		37,887,376
Total equity	5,146,103		7,158,530
Allowance for credit losses	5,460,098		3,176,250

Three Months Ended Nine Months Ended
September 30, 2019 September 30, 2018 September 30, 2019 September 30, 2018
Income Statement Data (Dollar amounts in thousands, except per share data)
Interest on individually acquired retail installment contracts $ 1,183,699
$ 1,141,000
$ 3,509,507
3,341,179
Interest on purchased receivables portfolios 852
1,974
3,204
7,059
Interest on receivables from dealers 23
127
196
377
Interest on personal loans 88,448
84,028
274,793
258,060
Interest on finance receivables and loans 1,273,022
1,227,129
3,787,700
3,606,675
Net leased vehicle income 250,109
194,021
687,444
517,178
Other finance and interest income 9,926
8,522
31,610
24,153
Interest expense 335,212
285,583
999,633
800,564
Net finance and other interest income 1,197,845
1,144,089
3,507,121
3,347,442
Provision for credit losses 566,849
597,914
1,548,404
1,514,799
Profit sharing 18,125
1,652
38,438
18,882
Other income 31,293
24,641
112,789
72,078
Operating expenses 329,470
272,342
901,076
837,204
Income before tax expense 314,694
296,822
1,131,992
1,048,635
Income tax expense 82,156
64,874
283,684
237,047
Net income $ 232,538
$ 231,948
$ 848,308
$ 811,588
Share Data
Weighted-average common shares outstanding
Basic 345,469,657
360,725,330
349,341,627
360,898,973
Diluted 345,956,043
361,445,223
349,855,822
361,714,123
Earnings per share
Basic $ 0.67
$ 0.64
$ 2.43
$ 2.25
Diluted $ 0.67
$ 0.64
$ 2.42
$ 2.24
Dividend paid per common share $ 0.22
$ 0.20
$ 0.62
$ 0.30
Balance Sheet Data
Finance receivables held for investment, net $ 26,500,359
$ 24,839,583
$ 26,500,359
$ 24,839,583
Finance receivables held for sale, net 925,611
933,380
925,611
933,380
Goodwill and intangible assets 110,683
106,233
110,683
106,233
Total assets 47,279,015
42,806,955
47,279,015
42,806,955
Total borrowings 37,632,642
33,502,879
37,632,642
33,502,879
Total liabilities 39,933,813
35,665,740
39,933,813
35,665,740
Total equity 7,345,202
7,141,215
7,345,202
7,141,215
Allowance for credit losses 3,116,680
3,305,186
3,116,680
3,305,186


	Three Months Ended
	March 31, 2020			March 31, 2019
Other Information	(Dollar amounts in thousands)
Charge-offs, net of recoveries, on retail installment contracts	$	593,046		$	615,204




Total charge-offs, net of recoveries	593,599			615,615

End of period delinquent amortized cost over 59 days, retail installment contracts held for investment	1,418,857			1,224,289
End of period personal loans delinquent principal over 59 days, held for sale	161,639			165,220
End of period delinquent amortized cost over 59 days, loans held for investment	1,419,865			1,225,807




End of period assets covered by allowance for credit losses	30,781,350			28,857,519
End of period gross retail installment contracts held for investment	30,741,144			28,821,729
End of period gross personal loans held for sale	1,341,361			1,393,403
End of period gross finance receivables and loans held for investment	30,753,640			28,864,876
End of period gross finance receivables, loans, and leases held for investment	48,598,983			44,491,987
Average gross retail installment contracts held for investment	30,718,119			28,595,315

Average gross retail installment contracts held for investment and held for sale	30,768,423			28,595,315
Average gross purchased receivables portfolios- credit deteriorated	20,523			29,283
Average gross receivables from dealers	12,584			13,598
Average gross personal loans held for sale	1,413,021			1,466,300
Average gross finance leases	27,839			20,018
Average gross finance receivables and loans	32,242,390			30,124,514
Average gross operating leases	17,735,640			15,425,190
Average gross finance receivables, loans, and leases	49,978,030			45,549,704
Average managed assets	60,207,338			54,433,129
Average total assets	47,690,751			44,488,868
Average debt	39,692,456			35,261,121
Average total equity	6,006,455			7,052,703
Ratios
Yield on retail installment contracts	15.3		%	16.2		%


Yield on leased vehicles	4.4		%	5.3		%
Yield on personal loans held for sale (1)	26.5		%	26.2		%
Yield on earning assets (2)	11.8		%	12.9		%
Cost of debt (3)	3.3		%	3.8		%
Net interest margin (4)	9.2		%	10.0		%
Expense ratio (5)	1.9		%	2.1		%
Return on average assets (6)	(0.03)		%	2.2		%
Return on average equity (7)	(0.3)		%	14.0		%
Net charge-off ratio on retail installment contracts (8)	7.7		%	8.6		%



Net charge-off ratio (8)	7.7		%	8.6		%
Delinquency ratio on retail installment contracts held for investment, end of period (9)	4.6		%	4.2		%

Delinquency ratio on loans held for investment, end of period (9)	4.6		%	4.2		%
Equity to assets ratio (10)	10.9		%	15.9		%
Tangible common equity to tangible assets (10)	10.7		%	15.7		%
Common stock dividend payout ratio (11)	*			28.4		%
Allowance ratio (12)	17.7		%	11.0		%
Common Equity Tier 1 capital ratio (13)	13.8		%	15.8		%

(1)Includes finance and other interest income; excludes fees.

(2)“Yield on earning assets” is defined as the ratio of annualized Total finance and other interest income, net of Leased vehicle expense, to Average gross finance receivables, loans and leases.

(3)“Cost of debt” is defined as the ratio of annualized Interest expense to Average debt.

(4)“Net interest margin” is defined as the ratio of annualized Net finance and other interest income to Average gross finance receivables, loans and leases.

(5)“Expense ratio” is defined as the ratio of annualized Operating expenses to Average managed assets.

(6)“Return on average assets” is defined as the ratio of annualized Net income to Average total assets.

(7)“Return on average equity” is defined as the ratio of annualized Net income to Average total equity.

(8)“Net charge-off ratio” is defined as the ratio of annualized Charge-offs on an amortized cost basis, net of recoveries, to average unpaid principal balance of the respective held-for-investment portfolio.

Three Months Ended Nine Months Ended
September 30, 2019 September 30, 2018 September 30, 2019 September 30, 2018
Other Information (Dollar amounts in thousands)
Charge-offs, net of recoveries, on individually acquired retail installment contracts $ 592,912
$ 613,210
$ 1,670,543
$ 1,560,144
Charge-offs, net of recoveries, on purchased receivables portfolios —
(331 ) —
(1,324 )
Charge-offs, net of recoveries, on personal loans (34 ) 84
1,880
1,348
Charge-offs, net of recoveries, on finance leases 15
227
362
939
Total charge-offs, net of recoveries 592,893
613,190
1,672,785
1,561,107
End of period delinquent principal over 59 days, retail installment contracts held for investment 1,394,074
1,560,736
1,394,074
1,560,736
End of period personal loans delinquent principal over 59 days 176,500
177,916
176,500
177,916
End of period delinquent principal over 59 days, loans held for investment 1,394,074
1,562,486
1,394,074
1,562,486
End of period assets covered by allowance for credit losses 29,636,174
28,281,165
29,636,174
28,281,165
End of period gross retail installment contracts held for investment 29,597,897
28,243,007
29,597,897
28,243,007
End of period gross personal loans held for sale 1,322,301
1,336,664
1,322,301
1,336,664
End of period gross finance receivables and loans held for investment 29,633,950
28,293,857
29,633,950
28,293,857
End of period gross finance receivables, loans, and leases held for investment 46,874,858
42,700,297
46,874,858
42,700,297
Average gross retail installment contracts held for investment 29,316,997
27,919,080
28,998,827
26,928,172
Average gross personal loans held for investment —
3,623
1,266
4,761
Average gross individually acquired retail installment contracts held for investment and held for sale 29,450,778
28,060,492
29,035,278
27,615,084
Average gross purchased receivables portfolios 24,297
34,059
26,781
37,545
Average gross receivables from dealers 12,924
15,070
13,226
15,363
Average gross personal loans held for investment and held for sale 1,343,098
1,350,852
1,398,045
1,398,555
Average gross finance leases 23,977
20,034
21,960
21,183
Average gross finance receivables and loans 30,855,074
29,480,507
30,495,290
29,087,730
Average gross operating leases 16,902,932
13,607,010
16,135,606
12,458,508
Average gross finance receivables, loans, and leases 47,758,006
43,087,517
46,630,896
41,546,238
Average managed assets 57,379,308
52,472,270
55,830,429
50,594,560
Average total assets 46,915,965
41,985,751
45,696,088
40,900,603
Average debt 37,276,505
32,706,778
36,234,826
32,002,094
Average total equity 7,335,898
7,105,340
7,215,250
6,845,767
Ratios
Yield on retail installment contracts 16.1 % 16.3 % 16.1 % 16.1 %
Yield on purchased receivables portfolios 14.0 % 23.2 % 16.0 % 25.1 %
Yield on receivables from dealers 0.7 % 3.4 % 2.0 % 3.3 %
Yield on personal loans held for sale (1) 26.3 % 24.9 % 26.2 % 24.6 %
Yield on earning assets (2) 12.8 % 13.3 % 12.9 % 13.3 %
Cost of debt (3) 3.6 % 3.5 % 3.7 % 3.3 %
Net interest margin (4) 10.0 % 10.6 % 10.0 % 10.7 %
Expense ratio (5) 2.3 % 2.1 % 2.2 % 2.2 %
Return on average assets (6) 2.0 % 2.2 % 2.5 % 2.6 %
Return on average equity (7) 12.7 % 13.1 % 15.7 % 15.8 %
Net charge-off ratio on individually acquired retail installment contracts (8) 8.1 % 8.8 % 7.7 % 7.7 %
Net charge-off ratio (8) 8.1 % 8.8 % 7.7 % 7.7 %
Delinquency ratio on retail installment contracts held for investment, end of period (9) 4.7 % 5.5 % 4.7 % 5.5 %
Delinquency ratio on loans held for investment, end of period (9) 4.7 % 5.5 % 4.7 % 5.5 %
Equity to assets ratio (10) 15.5 % 16.7 % 15.5 % 16.7 %
Tangible common equity to tangible assets (10) 15.3 % 16.5 % 15.3 % 16.5 %
Common stock dividend payout ratio (11) 32.7 % 31.1 % 25.5 % 13.3 %
Allowance ratio (12) 10.5 % 11.7 % 10.5 % 11.7 %
Common Equity Tier 1 capital ratio (13) 15.4 % 16.4 % 15.4 % 16.4 %
(9)“Delinquency ratio” is defined as the ratio of End of period Delinquent principal over 59 days to End of period gross balance of the respective portfolio, excludes finance leases.


~~(1)~~	~~Includes finance and other interest income; excludes fees.~~


~~(2)~~	~~“Yield on earning assets” is defined as the ratio of annualized Total finance and other interest income, net of Leased vehicle expense, to Average gross finance receivables, loans and leases.~~


~~(3)~~	~~“Cost of debt” is defined as the ratio of annualized Interest expense to Average debt.~~


~~(4)~~	~~“Net interest margin” is defined as the ratio of annualized Net finance and other interest income to Average gross finance receivables, loans and leases.~~


~~(5)~~	~~“Expense ratio” is defined as the ratio of annualized Operating expenses to Average managed assets.~~


~~(6)~~	~~“Return on average assets” is defined as the ratio of annualized Net income to Average total assets.~~


~~(7)~~	~~“Return on average equity” is defined as the ratio of annualized Net income to Average total equity.~~


~~(8)~~	“Net charge-off ratio” is defined as the ratio of annualized Charge-offs on a recorded investment basis, net of recoveries, to average unpaid principal balance of the respective held-for-investment portfolio.


~~(9)~~	~~“Delinquency ratio” is defined as the ratio of End of period Delinquent principal over 59 days to End of period gross balance of the respective portfolio, excludes capital leases.~~

~~(10)~~

(10)“Tangible common equity to tangible assets” is defined as the ratio of Total equity, excluding Goodwill and intangible assets, to Total assets, excluding Goodwill and intangible assets. Management believes this non-GAAP financial measure is useful to assess and monitor the adequacy of the Company’s capitalization. This additional information is not meant to be considered in isolation or as a substitute for the numbers prepared in accordance with GAAP and may not be comparable to similarly-titled measures used by other financial institutions. A reconciliation from GAAP to this non-GAAP measure for the periods ended September 30, 2019 and 2018 is as follows:

September 30, 2019 September 30, 2018
(Dollar amounts in thousands)
Total equity $ 7,345,202
$ 7,141,215
Deduct: Goodwill and intangibles 110,683
106,233
Tangible common equity $ 7,234,519
$ 7,034,982

Total assets $ 47,279,015
$ 42,806,955
Deduct: Goodwill and intangibles 110,683
106,233
Tangible assets $ 47,168,332
$ 42,700,722

Equity to assets ratio 15.5 % 16.7 %
Tangible common equity to tangible assets 15.3 % 16.5 %


~~(11)~~	~~“Common stock dividend payout ratio” is defined as the ratio of Dividends declared per share of common stock to Earnings per share attributable to the Company’s shareholders.~~


~~(12)~~	“Allowance ratio” is defined as the ratio of Allowance for credit losses, which excludes impairment on purchased receivables portfolios, to End of period assets covered by allowance for credit losses.


~~(13)~~	~~“Common Equity Tier 1 Capital ratio” is defined as the ratio of Total Common Equity Tier 1 Capital (CET1) to Total risk-weighted assets.~~

September 30, 2019 September 30, 2018
Total equity $ 7,345,202
$ 7,141,215
Deduct: Goodwill, intangibles, and other assets, net of deferred tax liabilities 150,644
162,643
Deduct: Accumulated other comprehensive income (loss), net (31,836 ) 56,601
Tier 1 common capital $ 7,226,394
$ 6,921,971
Risk weighted assets (a) $ 46,870,019
$ 42,256,218
Common Equity Tier 1 capital ratio (b) 15.4 % 16.4 %

~~(a)~~

Under the banking agencies’ risk-based capital guidelines, assets and credit equivalent amounts of derivatives and off-balance sheet exposures are assigned to broad risk categories. The aggregate dollar amount in each risk category is multiplied by the associated risk weight of the category. The resulting weighted values are added together with the measure for market risk, resulting in the Company’s total Risk weighted assets.


~~(b)~~	~~CET1 is calculated under Basel III regulations required since January 1, 2015. The fully phased-in capital ratios are non-GAAP financial measures.~~

~~The following tables present an analysis of net yield on interest earning assets:~~

Three Months Ended September 30,
2019 2018
(Dollar amounts in thousands)
Average Balances Interest Income/Interest Expense Yield/Rate Average Balances Interest Income/Interest Expense Yield/Rate
Assets
Retail installment contracts acquired individually $ 29,450,778
$ 1,183,699
16.1 % $ 28,060,492
$ 1,141,000
16.3 %
Purchased receivables 24,297
852
14.0 % 34,059
1,974
23.2 %
Receivables from dealers 12,924
23
0.7 % 15,070
127
3.4 %
Personal loans 1,343,098
88,448
26.3 % 1,350,852
84,028
24.9 %
Finance lease receivables 23,977
525
8.8 % 20,034
398
7.9 %
Finance receivables 30,855,074
1,273,547
16.5 % 29,480,507
1,227,527
16.7 %
Leased vehicles, net 16,902,932
250,109
5.9 % 13,607,010
194,021
5.7 %
Other assets 2,278,823
9,401
1.7 % 2,233,494
8,124
1.5 %
Allowance for credit losses (3,120,864 ) —
—
(3,335,260 ) —
—
Total assets $ 46,915,965
$ 1,533,057
$ 41,985,751
$ 1,429,672

Liabilities and equity
Liabilities:
Notes payable $ 37,276,505
$ 335,212
3.6 % $ 32,706,778
$ 285,583
3.5 %
Other liabilities 2,303,562
—
—
2,173,633
—
—
Total liabilities 39,580,067
335,212
34,880,411
285,583

Total stockholders' equity 7,335,898
—
—
7,105,340
—

Total liabilities and equity $ 46,915,965
$ 335,212
$ 41,985,751
$ 285,583

Nine Months Ended September 30,
2019 2018
(Dollar amounts in thousands)
Average Balances Interest Income/Interest Expense Yield/Rate Average Balances Interest Income/Interest Expense Yield/Rate
Assets
Retail installment contracts acquired individually $ 29,035,278
$ 3,509,507
16.1 % $ 27,615,084
$ 3,341,179
16.1 %
Purchased receivables 26,781
3,204
16.0 % 37,545
7,059
25.1 %
Receivables from dealers 13,226
196
2.0 % 15,363
377
3.3 %
Personal loans 1,398,045
274,793
26.2 % 1,398,555
258,060
24.6 %
Finance lease receivables 21,960
1,800
10.9 % 21,183
1,332
8.4 %
Finance receivables held for investment, net 30,495,290
3,789,500
16.6 % 29,087,730
3,608,007
16.5 %
Leased vehicles, net 16,135,606
687,444
5.7 % 12,458,508
517,178
5.5 %
Other assets 2,235,322
29,810
1.8 % 2,751,795
22,821
3.3 %
Allowance for credit losses (3,170,130 ) —
—
(3,397,430 ) —
—
Total assets $ 45,696,088
$ 4,506,754
$ 40,900,603
$ 4,148,006

Liabilities and equity
Liabilities:
Notes payable $ 36,234,826
$ 999,633
3.7 % $ 32,002,094
$ 800,564
3.3 %
Other liabilities 2,246,012
—
—
2,052,742
—
—
Total liabilities 38,480,838
999,633
34,054,836
800,564

Total stockholders' equity 7,215,250
—
6,845,767
—

Total liabilities and equity $ 45,696,088
$ 999,633
$ 40,900,603
$ 800,564

~~Results of Operations~~

~~The following table presents~~ the Company’s ~~results~~capitalization. This additional information is not meant to be considered in isolation or as a substitute for the numbers prepared in

accordance with GAAP and may not be comparable to similarly-titled measures used by other financial institutions. A reconciliation from GAAP to this non-GAAP measure for the periods ended March 31, 2020 and 2019 is as follows:


	March 31, 2020			March 31, 2019
	(Dollar amounts in thousands)
Total equity	$	5,146,103		$	7,158,530
Deduct: Goodwill and intangibles	121,879			115,256
Tangible common equity	$	5,024,224		$	7,043,274

Total assets	$	47,106,931		$	45,045,906
Deduct: Goodwill and intangibles	121,879			115,256
Tangible assets	$	46,985,052		$	44,930,650

Equity to assets ratio	10.9		%	15.9		%
Tangible common equity to tangible assets	10.7		%	15.7		%

(11)“Common stock dividend payout ratio” is defined as the ratio of ~~operations~~Dividends declared per share of common stock to Earnings per share attributable to the Company’s shareholders. The Common stock dividend payout ratio for the three ~~and nine~~ months ended ~~September 30,~~March 31, 2020 has not been disclosed since the earnings per share for the three months ended March 31, 2020 was a negative number.

(12)“Allowance ratio” is defined as the ratio of Allowance for credit losses, which excludes impairment on purchased receivables portfolios-credit deteriorated/impaired, to End of period assets covered by allowance for credit losses.

(13)“Common Equity Tier 1 Capital ratio” is defined as the ratio of Total Common Equity Tier 1 Capital (CET1) to Total risk-weighted assets.


	March 31, 2020			March 31, 2019
Total equity	$	5,146,103		$	7,158,530
Add: Adjustment due to CECL capital relief (c)	1,669,466			—
Deduct: Goodwill, intangibles, and other assets, net of deferred tax liabilities	153,712			163,444
Deduct: Accumulated other comprehensive income (loss), net	(63,655)			12,938
Tier 1 common capital	$	6,725,512		$	6,982,148
Risk weighted assets (a)(c)	$	48,829,941		$	44,260,896
Common Equity Tier 1 capital ratio (b)(c)	13.8		%	15.8		%

(a)Under the banking agencies’ risk-based capital guidelines, assets and credit equivalent amounts of derivatives and off-balance sheet exposures are assigned to broad risk categories. The aggregate dollar amount in each risk category is multiplied by the associated risk weight of the category. The resulting weighted values are added together with the measure for market risk, resulting in the Company’s total Risk weighted assets.

(b)CET1 is calculated under Basel III regulations required since January 1, 2015. The fully phased-in capital ratios are non-GAAP financial measures.

(c)As described in our 2019 annual report on Form 10-K, on January 1, 2020, we adopted ASU 2016-13, Financial Instruments -Credit Losses (“CECL”), which upon adoption resulted in a reduction to our opening retained earnings balance, net of income tax, and ~~2018:~~increase to the allowance for credit losses of approximately $2 billion. As also described in our 2019 10-K, the U.S. banking agencies in December 2018 had approved a final rule to address the impact of CECL on regulatory capital by allowing banking organizations, including the Company, the option to phase in the day-one impact of CECL until the first quarter of 2023. In March 2020, the U.S. banking agencies issued an interim final rule that provides banking organizations with an alternative option to delay for two years an estimate of CECL’s effect on regulatory capital, relative to the incurred loss methodology’s effect on regulatory capital, followed by a three-year transition period. The Company is electing this alternative option instead of the one described in the December 2018 rule.

For the Three Months Ended

September 30, For the Nine Months Ended

September 30,
2019 2018 2019 2018
(Dollar amounts in thousands)
Interest on finance receivables and loans $ 1,273,022
$ 1,227,129
$ 3,787,700
$ 3,606,675
Leased vehicle income 706,302
583,097
2,032,098
1,625,272
Other finance and interest income 9,926
8,522
31,610
24,153
Total finance and other interest income 1,989,250
1,818,748
5,851,408
5,256,100
Interest expense 335,212
285,583
999,633
800,564
Leased vehicle expense 456,193
389,076
1,344,654
1,108,094
Net finance and other interest income 1,197,845
1,144,089
3,507,121
3,347,442
Provision for credit losses 566,849
597,914
1,548,404
1,514,799
Net finance and other interest income after provision for credit losses 630,996
546,175
1,958,717
1,832,643
Profit sharing 18,125
1,652
38,438
18,882
Net finance and other interest income after provision for credit losses and profit sharing 612,871
544,523
1,920,279
1,813,761
Total other income 31,293
24,641
112,789
72,078
Total operating expenses 329,470
272,342
901,076
837,204
Income before income taxes 314,694
296,822
1,131,992
1,048,635
Income tax expense 82,156
64,874
283,684
237,047
Net income $ 232,538
$ 231,948
$ 848,308
$ 811,588

Net income $ 232,538
$ 231,948
$ 848,308
$ 811,588
Change in unrealized gains (losses) on cash flow hedges, net of tax (11,158 ) (5,848 ) (66,241 ) 6,190
Unrealized gains (losses) on available-for-sale debt securities, net of tax (111 ) —
890
$ —
Comprehensive income $ 221,269
$ 226,100
$ 782,957
$ 817,778

Three ~~and Nine~~ Months Ended ~~September 30, 2019~~March 31, 2020 Compared to Three ~~and Nine~~ Months Ended ~~September 30, 2018~~March 31, 2019

Interest on Finance Receivables and Loans


	Three Months Ended
	March 31,						Increase (Decrease)
	2020		2019		Amount		Percent
	(Dollar amounts in thousands)
Income from retail installment contracts	$	1,179,436	$	1,156,023	$	23,413	2	%
Income from purchased receivables portfolios - credit deteriorated	788		1,413		(625)		(44)	%
Income from receivables from dealers	54		122		(68)		(56)	%
Income from personal loans	93,541		96,022		(2,481)		(3)	%
Total interest on finance receivables and loans	$	1,273,819	$	1,253,580	$	20,239	2	%

Three Months Ended Nine Months Ended
September 30, Increase (Decrease) September 30, Increase (Decrease)
2019 2018 Amount Percent 2019 2018 Amount Percent
(Dollar amounts in thousands)
Income from individually acquired retail installment contracts $ 1,183,699
$ 1,141,000
$ 42,699
4 % $ 3,509,507
$ 3,341,179
$ 168,328
5 %
Income from purchased receivables portfolios 852
1,974
(1,122 ) (57 )% 3,204
7,059
(3,855 ) (55 )%
Income from receivables from dealers 23
127
(104 ) (82 )% 196
377
(181 ) (48 )%
Income from personal loans 88,448
84,028
4,420
5 % 274,793
258,060
16,733
6 %
Total interest on finance receivables and loans $ 1,273,022
$ 1,227,129
$ 45,893
4 % $ 3,787,700
$ 3,606,675
$ 181,025
5 %

Income from ~~individually acquired~~ retail installment contracts increased ~~$43~~$23 million, or 4%2%, from the ~~third quarter of 2018 to the third~~first quarter of 2019 ~~and increased $168 million, or 5%, from the nine months ended September 30, 2018~~ to the ~~nine months ended September 30, 2019,~~first quarter of 2020, primarily due to ~~5.0% and 5.1%~~a 7.6% increase ~~respectively,~~ in ~~the~~ average outstanding balance of the Company's portfolio.

Income from purchased ~~receivables-credit impaired~~receivables - credit deteriorated portfolios decreased $1 million, or ~~57%~~44%, from the ~~third quarter of 2018 to the third~~first quarter of 2019 ~~and decreased $4 million, or 55%, from the nine months ended September 30, 2018~~ to the ~~nine months ended September 30, 2019,~~first quarter of 2020 due to the continued runoff of the portfolios, as the Company has made no portfolio acquisitions accounted for under ASC 310-30 since 2012.

Income from personal loans ~~increased $4~~ decreased $2 million, or 5%3%, from the ~~third quarter of 2018 to the third~~first quarter of 2019 ~~and increased $17 million, or 6%, from the nine months ended September 30, 2018~~ to the ~~nine months ended September 30, 2019,~~first quarter of 2020, primarily due to ~~newer originations with higher loan APRs.~~a 4% decrease in average outstanding balance of company's portfolio.

Leased Vehicle Income and Expense



	Three Months Ended
	March 31,						Increase (Decrease)
	2020		2019		Amount		Percent
	(Dollar amounts in thousands)
Leased vehicle income	$	747,979	$	649,560	$	98,419	15	%
Leased vehicle expense	552,912		444,019		108,893		25	%
Leased vehicle income, net	$	195,067	$	205,541	$	(10,474)	(5)	%

Three Months Ended Nine Months Ended
September 30, Increase (Decrease) September 30, Increase (Decrease)
2019 2018 Amount Percent 2019 2018 Amount Percent
(Dollar amounts in thousands)
Leased vehicle income $ 706,302
$ 583,097
$ 123,205
21 % $ 2,032,098
$ 1,625,272
$ 406,826
25 %
Leased vehicle expense 456,193
389,076
67,117
17 % 1,344,654
1,108,094
236,560
21 %
Leased vehicle income, net $ 250,109
$ 194,021
$ 56,088
29 % $ 687,444
$ 517,178
$ 170,266
33 %

Leased vehicle income, ~~and expense increased~~net decreased in the ~~three and nine months ended September 30, 2019, when~~first quarter of 2020 as compared to the ~~same periods in 2018,~~first quarter of 2019. This change was primarily due to ~~increase~~depreciation on a larger lease portfolio and a decrease in ~~the average outstanding balance of the portfolio by 24% and 30% respectively.~~ liquidated units. Through the Chrysler Agreement, the Company receives manufacturer incentives on new leases originated under the program in the form of lease subvention payments, which are amortized over the term of the lease and reduce depreciation expense within leased vehicle expense.

Interest Expense


	Three Months Ended
	March 31,						Increase (Decrease)
	2020		2019		Amount		Percent
	(Dollar amounts in thousands)
Interest expense on notes payable	$	338,954	$	343,312	$	(4,358)	(1)	%
Interest expense on derivatives	(10,120)		(8,930)		(1,190)		13	%
Total interest expense	$	328,834	$	334,382	$	(5,548)	(2)	%

Three Months Ended Nine Months Ended
September 30, Increase (Decrease) September 30, Increase (Decrease)
2019 2018 Amount Percent 2019 2018 Amount Percent
(Dollar amounts in thousands)
Interest expense on notes payable $ 342,336
$ 300,216
$ 42,120
14 % $ 1,022,461
$ 840,956
$ 181,505
22 %
Interest expense on derivatives (7,124 ) (14,633 ) 7,509
(51 )% (22,828 ) (40,392 ) 17,564
(43 )%
Total interest expense $ 335,212
$ 285,583
$ 49,629
17 % $ 999,633
$ 800,564
$ 199,069
25 %

Total Interest expense ~~increased $50~~decreased$6 million, or ~~17%~~2%, ~~from~~from the ~~third~~first quarter of ~~2018~~ 2019 to the ~~third~~first quarter of ~~2019, and increased $199 million, or 25%, from the nine months ended September 30, 2018~~ 2020 primarily due to ~~the nine months ended September 30, 2019, primarily due~~lower interest rate environment partially offset by an increase in average outstanding debt ~~balance~~balance by ~~14% and~~ 13% ~~respectively.~~.

Credit Loss Expense

~~Provision for Credit Losses~~



	Three Months Ended
	March 31,						Increase (Decrease)
	2020		2019		Amount		Percent
	(Dollar amounts in thousands)





Credit loss expense	$	907,887	$	550,879	$	357,008	65	%

~~Provision for credit losses decreased $31~~Credit loss expense increased $357 million, or 5%65%, from the ~~third quarter of 2018 to the third~~first quarter of 2019 ~~and increased $34 million, or 2%, from the nine months ended September 30, 2018~~ to the ~~nine months ended September 30, 2019,~~first quarter of 2020. The change is primarily ~~due to net charge off activity and portfolio composition. Our assets covered~~driven by ~~allowance for~~the adoption of CECL standard in 2020, which replaced the incurred loss impairment framework with one that reflects expected credit losses ~~have increased 4.8% from September 30, 2018~~over the full expected life of financial assets. In addition, the Company added a significant amount of additional reserve in the first quarter of 2020 to ~~September 30, 2019 but our total allowance ratio has decreased from 11.7% at September 30, 2018 to 10.5% at September 30, 2019, driven by lower TDR balances and better recovery rates.~~address credit risk associated with the COVID-19 outbreak.

Profit Sharing



	Three Months Ended
	March 31,						Increase (Decrease)
	2020		2019		Amount		Percent
	(Dollar amounts in thousands)
Profit sharing	$	14,295	$	6,968	$	7,327	105	%

Profit sharing expense consists of revenue sharing related to the Chrysler Agreement and profit sharing on personal loans originated pursuant to the agreements with Bluestem. Profit sharing expense increased in the ~~three and nine months ended September 30, 2019~~first quarter of 2020 compared to the ~~same periods in 2018,~~first quarter of 2019, primarily due to increase in lease portfolio and an increase in profit sharing eligible portfolio due to amendment to the Chrysler Agreement with FCA.

Other Income



	Three Months Ended
	March 31,						Increase (Decrease)
	2020		2019		Amount		Percent
	(Dollar amounts in thousands)
Investment losses, net	$	(63,426)	$	(67,097)	$	3,671	(5)	%
Servicing fee income	19,103		23,806		(4,703)		(20)	%
Fees, commissions, and other	95,130		94,376		754		1	%
Total other income	$	50,807	$	51,085	$	(278)	(1)	%

Average serviced for others portfolio	$	10,227,948	$	8,887,964	$	1,339,984	15	%

Three Months Ended Nine Months Ended
September 30, Increase (Decrease) September 30, Increase (Decrease)
2019 2018 Amount Percent 2019 2018 Amount Percent
(Dollar amounts in thousands)
Investment losses, net $ (86,397 ) $ (86,320 ) $ (77 ) — % $ (238,281 ) $ (255,474 ) $ 17,193
7 %
Servicing fee income 21,447
26,409
(4,962 ) (19 )% 70,255
80,129
(9,874 ) (12 )%
Fees, commissions, and other 96,243
84,552
11,691
14 % 280,815
247,423
33,392
13 %
Total other income $ 31,293
$ 24,641
$ 6,652
27 % $ 112,789
$ 72,078
$ 40,711
56 %
Average serviced for others portfolio $ 8,996,182
$ 9,384,748
$ (388,566 ) $ 8,970,346
$ 9,048,317
$ (77,971 )

Investment losses, net ~~increased $17~~, decreased $4 million ~~or 7%, from~~in the ~~nine months ended September 30, 2018~~first quarter of 2020, as compared to the ~~nine months ended September 30,~~first quarter of 2019, primarily ~~because~~due to lower outstanding balance.

Servicing fee income decreased $5 million in the first quarter of ~~no asset sales in 2019. The Company recorded a loss~~2020, as compared to the first quarter of ~~$21 million during~~2019, due to the ~~nine months ended September 30, 2018, related to asset sales.~~

lower average balances for serviced portfolio that had higher servicing fee rates. The Company records servicing fee income on loans that it services but does not own and does not report on its balance sheet. ~~Servicing fee income decreased 19% in 2019, as compared to 2018, due to the lower average balances for serviced portfolio that had higher servicing fee rates.~~ The serviced for others portfolio as of ~~September 30,~~March 31, 2020 and 2019 ~~and 2018~~ was as follows:


	March 31,
	2020		2019
	(Dollar amounts in thousands)
SBNA and Santander retail installment contracts	$	8,760,998	$	5,735,648
SBNA leases	131		202
Total serviced for related parties	8,761,129		5,735,850
CCAP securitizations	152,950		520,842
Other third parties	1,417,358		2,487,473
Total serviced for third parties	1,570,308		3,008,315
Total serviced for others portfolio	$	10,331,437	$	8,744,165

September 30,
2019 2018
(Dollar amounts in thousands)
SBNA and Santander retail installment contracts $ 7,989,931
$ 4,899,284
SBNA leases 178
809
Total serviced for related parties 7,990,109
4,900,093
Chrysler Capital securitizations 310,126
822,041
Other third parties 1,678,556
3,472,418
Total serviced for third parties 1,988,682
4,294,459
Total serviced for others portfolio $ 9,978,791
$ 9,194,552

~~The Company’s fees,~~Fees, commissions, and other, primarily includes late fees, miscellaneous, and other income. This income ~~increased in~~remained flat from the first quarter of 2019 ~~as compared 2018, primarily due~~ to the ~~increase in referral fee income from SBNA related to origination support services.~~first quarter of 2020.

Total Operating Expenses



	Three Months Ended
	March 31,						Increase (Decrease)
	2020		2019		Amount		Percent
	(Dollar amounts in thousands)
Compensation expense	$	133,326	$	127,894	$	5,432	4	%
Repossession expense	57,662		70,860		(13,198)		(19)	%
Other operating costs	91,685		92,203		(518)		(1)	%
Total operating expenses	$	282,673	$	290,957	$	(8,284)	(3)	%

Three Months Ended Nine Months Ended
September 30, Increase (Decrease) September 30, Increase (Decrease)
2019 2018 Amount Percent 2019 2018 Amount Percent
(Dollar amounts in thousands)
Compensation expense $ 132,271
$ 119,722
$ 12,549
10 % $ 382,843
$ 360,325
$ 22,518
6 %
Repossession expense 62,937
62,189
748
1 % 203,496
197,930
5,566
3 %
Other operating costs 134,262
90,431
43,831
48 % 314,737
278,949
35,788
13 %
Total operating expenses $ 329,470
$ 272,342
$ 57,128
21 % $ 901,076
$ 837,204
$ 63,872
8 %

Compensation ~~expense increased three and nine months ended September 30,~~expenses remained flat from the first quarter of 2019 ~~compared~~ to the ~~same periods~~first quarter of 2020.

Repossession expense decreased from the first quarter of 2019 to the first quarter of 2020, primarily because the Company has temporarily suspended involuntary repossession activities nationwide as a result of the COVID-19 outbreak.

Other operating costs remained flat from the first quarter of 2019 to the first quarter of 2020.

Income Tax Expense



	Three Months Ended
	March 31,								Increase (Decrease)
	2020			2019			Amount		Percent
	(Dollar amounts in thousands)
Income tax expense	$	(2,458)		$	89,764		$	(92,222)	(103)	%
Income before income taxes	(6,445)			337,267			(343,712)		(102)	%
Effective tax rate	38.1		%	26.6		%

The effective tax rate increased from 26.6% in ~~2018,~~the first quarter of 2019 to 38.1% in the first quarter of 2020, primarily due to ~~an increase in average number of employees period over period.~~

~~Repossession expense~~discrete tax adjustments that increased ~~three and nine months ended September 30, 2019 compared to~~ the ~~same periods in 2018, primarily due to an increase in number of repossessions in 2019.~~

~~Other operating costs increased three and nine months ended September 30, 2019 compared to~~tax benefit recorded on the ~~same periods in 2018, primarily due to an increase in legal accruals~~pre-tax loss in the ~~third~~first quarter of ~~2019.~~2020.

~~Income Tax Expense~~

Three Months Ended Nine Months Ended
September 30, Increase (Decrease) September 30, Increase (Decrease)
2019 2018 Amount Percent 2019 2018 Amount Percent
(Dollar amounts in thousands)
Income tax expense $ 82,156
$ 64,874
$ 17,282
27 % $ 283,684
$ 237,047
$ 46,637
20 %
Income before income taxes 314,694
296,822
17,872
6 % 1,131,992
1,048,635
83,357
8 %
Effective tax rate 26.1 % 21.9 % 25.1 % 22.6 %

The effective tax rate increased from 22.6% for the nine months ended September 30, 2018 to 25.1% for the nine months ended September 30, 2019, primarily due to certain state return to provision true-ups and decrease in electric vehicle credits in 2019.

Other Comprehensive Income (Loss)



	Three Months Ended
	March 31,						Increase (Decrease)
	2020		2019		Amount		Percent
	(Dollar amounts in thousands)


Change in unrealized gains (losses) on cash flow hedges and available-for-sale securities, net of tax	$	(36,962)	$	(20,577)	$	(16,385)	80	%

Three Months Ended Nine Months Ended
September 30, Increase (Decrease) September 30, Increase (Decrease)
2019 2018 Amount Percent 2019 2018 Amount Percent
(Dollar amounts in thousands)
Change in unrealized gains (losses) on cash flow hedges and available-for-sale securities, net of tax $ (11,269 ) $ (5,848 ) $ (5,421 ) 93 % $ (65,351 ) $ 6,190
$ (71,541 ) 1,156 %

The change in unrealized gains (losses) ~~for~~ in the ~~three and nine months ended September 30, 2019~~first quarter of 2020 as compared to the ~~three and nine months ended September 30, 2018~~first quarter of 2019, was primarily driven by interest income realized into the Statement of Income in ~~2019.~~2020. In addition, as ~~disclosed~~described in Note 7 ~~“Derivative~~“Derivative Financial ~~Instruments”~~Instruments”, our cash flow hedge portfolio is in a net negative position because of the decreasing rate environment.

Credit Quality

Loans and Other Finance Receivables

Allowance for Credit losses

~~Nonprime~~Non-prime loans comprise ~~80%~~77% of the Company’s portfolio as of ~~September 30, 2019.~~March 31, 2020. The Company records an allowance for credit ~~losses~~loss at a level considered adequate to cover lifetime expected credit losses in the ~~estimate of inherent losses on individually acquired~~Company’s retail installment contracts and other loans and receivables held for ~~investment. The Company’s allowance for credit losses as~~investment, based upon a ~~percentage of retail installment contracts acquired individually, was comprised of the following at September 30, 2019~~holistic assessment including both quantitative and ~~December 31, 2018:~~

September 30, 2019 December 31, 2018
Non-TDR TDR Non-TDR TDR
Allowance as a percentage of unpaid principal balance 8.1 % 25.1 % 7.9 % 26.3 %
Allowance and discount as a percentage of unpaid principal balance 8.4 % 25.6 % 8.6 % 27.1 %

~~Note:~~qualitative considerations. Refer to Note 2 - "Finance Receivables" and Note 4 - "Credit Loss Allowance and Credit Quality" to ~~these~~the accompanying condensed consolidated financial statements for the details on the ~~components of the carrying value~~Company’s held for investment portfolio of retail installment contracts ~~acquired individually held for investment~~and receivables from dealers, as of ~~September 30, 2019~~March 31, 2020 and December 31, ~~2018.~~2019.

As of September 30, 2019 and December 31, 2018, used car financing represented 56% and 57% of our outstanding retail installment contracts acquired individually. 85% of this used car financing consisted of nonprime auto loans.Credit risk profile

A summary of the credit risk profile of the Company’s retail installment contracts held for investment, by FICO® score, number of trade lines, and length of credit history, each as determined at origination, as of ~~September 30, 2019~~March 31, 2020 and December 31, ~~2018~~2019 was as follows (dollar amounts in billions, totals may not foot due to rounding):

September 30, 2019
Trade Lines 1 2 3 4+ Total
FICO Months History $ % $ % $ % $ % $ %
No-FICO (a) <36 $ 2.8
93 % $ 0.1
3 % $ 0.1
—
$ —
—
$ 3.0
10 %
36+ 0.4
50 % 0.2
25 % —
— % 0.2
25 % 0.8
3 %
<540 <36 0.1
20 % 0.1
20 % 0.2
40 % 0.1
20 % 0.5
2 %
36+ 0.2
4 % 0.2
4 % 0.1
2 % 4.3
89 % 4.8
16 %
540-599 <36 0.3
30 % 0.2
20 % 0.3
29 % 0.2
20 % 1.0
3 %
36+ 0.2
2 % 0.3
3 % 0.1
1 % 8.2
94 % 8.8
30 %
600-639 <36 0.3
38 % 0.2
25 % 0.1
12 % 0.2
25 % 0.8
3 %
36+ 0.1
2 % 0.1
2 % 0.1
2 % 4.5
95 % 4.8
16 %
>640 <36 0.4
43 % 0.2
22 % 0.1
11 % 0.2
22 % 0.9
3 %
36+ 0.1
2 % 0.1
2 % 0.1
2 % 3.9
92 % 4.2
14 %
Total $ 4.9
17 % $ 1.7
6 % $ 1.2
4 % $ 21.8
74 % $ 29.6
100 %


December 31, 2018
March 31, 2020																						March 31, 2020
Trade Lines	Trade Lines	1				2				3				4+				Total				Trade Lines				1							2							3						4+				Total
FICO	Months History	$		%		$		%		$		%		$		%		$		%		FICO	Months History		$	%				$	%				$	%				$	%				$	%
No-FICO (a)	<36	$	2.5	96	%	$	0.1	4	%	$	—	—		$	—	—		$	2.6	9	%	No-FICO (a)	<36		td.9	97	%			$0.1	3	%			$0.0	—	%			$0.0	—	%			$3.0	10	%
	36+	0.4		40	%	0.2		20	%	0.1		10	%	0.3		30	%	1.0		4	%			36+		0.3		38	%		0.2		25	%		0.1		13	%		0.2		25	%		0.8		3	%
<540	<36	0.1		25	%	0.1		25	%	0.1		25	%	0.1		25	%	0.4		1	%	<540	<36		0.1	33	%			0.1	33	%			0.0	—	%			0.1	33	%			0.3	1	%
	36+	0.2		4	%	0.3		5	%	0.3		5	%	4.7		86	%	5.5		19	%			36+		0.1		2	%		0.2		4	%		0.2		4	%		4.3		90	%		4.8		15	%
540-599	<36	0.3		37	%	0.2		25	%	0.1		13	%	0.2		25	%	0.8		3	%	540-599	<36		0.3	38	%			0.2	25	%			0.1	13	%			0.2	25	%			0.8	3	%
	36+	0.2		2	%	0.2		2	%	0.3		4	%	7.7		92	%	8.4		30	%			36+		0.1		1	%		0.2		2	%		0.3		3	%		8.4		93	%		9.0		29	%
600-639	<36	0.2		33	%	0.1		17	%	0.1		17	%	0.2		33	%	0.6		2	%	600-639	<36		0.4	44	%			0.2	22	%			0.1	11	%			0.2	22	%			0.9	3	%
	36+	0.1		2	%	0.1		2	%	0.1		2	%	4.2		94	%	4.5		16	%			36+		0.1		2	%		0.1		2	%		0.1		2	%		4.6		94	%		4.9		16	%
>640	<36	0.3		43	%	0.2		29	%	0.1		14	%	0.1		14	%	0.7		2	%	>640	<36		1.2	71	%			0.2	12	%			0.1	6	%			0.2	12	%			1.7	6	%
	36+	0.1		2	%	0.1		2	%	0.1		2	%	3.7		94	%	4.0		14	%			36+		0.1		2	%		0.1		2	%		0.1		2	%		4.3		93	%		4.6		14	%
Total		$	4.4	15	%	$	1.6	6	%	$	1.3	5	%	$	21.2	74	%	$	28.5	100	%
Total (c)																						Total (c)				$5.6		18	%		$1.6		5	%		$1.1		4	%		$22.5		73	%		$30.8		100	%


December 31, 2019 (b)
Trade Lines					1										2									3									4+					Total
FICO	Months History		$		%					$		%					$		%					$		%					$		%
No-FICO (a)	<36		$	2.8	97		%			$	0.1	3		%			$	0.0	$	0.0				$	0.0	$	0.0				$	2.9	9		%
		36+			0.3			38	%			0.2			25	%			0.1			13	%			0.2			25	%			0.8			3	%
<540	<36		0.1		25		%			0.1		25		%			0.1		25		%			0.1		25		%			0.4		1		%
		36+			0.1			2	%			0.2			4	%			0.2			4	%			4.4			90	%			4.9			16	%
540-599	<36		0.3		43		%			0.2		29		%			0.1		14		%			0.1		14		%			0.7		2		%
		36+			0.2			2	%			0.3			3	%			0.3			3	%			8.3			91	%			9.1			30	%
600-639	<36		0.3		43		%			0.2		29		%			0.1		14		%			0.1		14		%			0.7		2		%
		36+			0.1			2	%			0.1			2	%			0.2			4	%			4.7			92	%			5.1			17	%
>640	<36		0.5		45		%			0.1		9		%			0.1		9		%			0.4		36		%			1.1		4		%
		36+			0.1			2	%			0.1			2	%			0.1			2	%			4.7			94	%			5.0			16	%
Total					$	4.8		16	%			$	1.6		5	%			$	1.3		4	%			$	23.0		75	%			$	30.8		100	%

(a) Includes commercial loans

(b) The information as of December 31, 2019 includes balances based on UPB. Difference between amortized cost and UPB was not material.

(c)The amount of accrued interest excluded from the disclosed amortized cost as of March 31, 2020 is $299 million.

Delinquencies

The Company considers an account delinquent when an obligor fails to pay substantially all (defined as 90%) of the scheduled payment by the due date.

In each case, the period of delinquency is based on the number of days payments are contractually past due. Delinquencies may vary from period to period based upon the average age or seasoning of the portfolio, seasonality within the calendar year, and economic factors. Historically, the Company’s delinquencies have been highest in the period from November through January due to consumers’ holiday spending.

~~The following is a summary of delinquencies on retail installment contracts held for investment as of September 30, 2019 and December 31, 2018:~~

September 30, 2019 December 31, 2018
Dollars (in thousands) Percent (a) Dollars (in thousands) Percent (a)
Principal 30-59 days past due $ 2,808,374
9.5 % $ 3,121,795
11.0 %
Delinquent principal over 59 days (b) 1,394,074
4.7 % 1,713,775
6.0 %
Total delinquent principal $ 4,202,448
14.2 % $ 4,835,570
17.0 %

~~(a) Percent of unpaid principal balance of total retail installment contracts acquired individually held for investment.~~

~~(b) Interest is generally accrued until 60 days past due in accordance with the Company’s accounting policy for retail installment contracts.~~

Refer to Note 4 - "Credit Loss Allowance and Credit Quality"to ~~these~~the accompanying condensed consolidated financial statements for the details on the retail installment contracts ~~acquired individually~~ held for investment that were placed on nonaccrual status, as of ~~September 30, 2019~~March 31, 2020 and December 31, ~~2018.~~2019.

Credit Loss Experience

The following is a summary of net losses and repossession activity on retail installment contracts held for investment for the ~~nine~~three months ended ~~September 30, 2019~~March 31, 2020 and ~~2018.~~2019.


								Three Months Ended March 31,
	Nine Months Ended September 30,							2020			2019
	2019			2018
	(Dollar amounts in thousands)							(Dollar amounts in thousands)
Principal outstanding at period end	$	29,597,897		$	28,275,649		Principal outstanding at period end	$	30,741,144		$	28,849,755
Average principal outstanding during the period	$	28,998,827		$	26,965,717		Average principal outstanding during the period	$	30,718,119		$	28,624,598
Number of receivables outstanding at period end	1,819,847			1,796,287			Number of receivables outstanding at period end	1,921,789			1,813,284
Average number of receivables outstanding during the period	1,814,427			1,749,981			Average number of receivables outstanding during the period	1,839,800			1,805,099
Number of repossessions (a)	218,444			214,129			Number of repossessions (a)	65,710			76,963
Number of repossessions as a percent of average number of receivables outstanding	16.1		%	16.3		%	Number of repossessions as a percent of average number of receivables outstanding	14.3		%	17.1		%
Net losses	$	1,670,543		$	1,558,820		Net losses	$	593,046		$	615,204
Net losses as a percent of average principal amount outstanding	7.7		%	7.7		%	Net losses as a percent of average principal amount outstanding	7.7		%	8.6		%

(a) Repossessions are net of redemptions. The number of repossessions includes repossessions from the outstanding portfolio and from accounts already charged off. The Company has recently temporarily suspended involuntary repossession activities nationwide as a result of the COVID-19 outbreak.

There were no charge-offs on the Company’s receivables from dealers for the three ~~and nine~~ months ended ~~September 30,~~March 31, 2020 and 2019. Net charge-offs on the finance lease receivables portfolio, totaled $569 and $172 for the three months ended March 31, 2020 and 2019, ~~and 2018.~~respectively.

Deferrals and Troubled Debt Restructurings

In accordance with the Company’s policies and guidelines, the Company may offer extensions (deferrals) to consumers on its retail installment contracts, whereby the consumer is allowed to move a maximum of three payments per event to the end of the loan. ~~More than 90% of deferrals granted are for two months.~~ The Company’s policies and guidelines limit the frequency of each new deferral that may be granted to one deferral every six months, regardless of the length of any prior deferral. The maximum number of lifetime months extended for all automobile retail installment contracts iswas eight, while some marine and recreational vehicle contracts ~~have~~had a maximum of twelve months extended to reflect their longer term. In March 2020, the Company revised its servicing practices related to the maximum number of extensions to increase the permitted number of monthly extensions from eight to twelve and to increase the maximum number of months per extension from two to three. Additionally, the Company generally limits the granting of deferrals on new accounts until a requisite number of payments has been received. During the deferral period, the Company continues to accrue and collect interest on the loan in accordance with the terms of the deferral agreement.

The Company is actively working with its borrowers who have been impacted by the COVID-19 and have developed loan modification programs to mitigate the adverse effects of COVID-19 to our loan customers. The predominant program offering is a two-month deferral of payments to the end of the loan term and waiver of late charges. We have experienced a sharp increase in requests for extensions and modifications related to COVID-19 nationwide and a significant number of such extensions and modifications have been granted.

On March 22, 2020, the federal bank regulatory agencies issued an “Interagency Statement on Loan Modifications and Reporting for Financial Institutions Working with Customers Affected by the Coronavirus.” This guidance encourages financial institutions to work prudently with borrowers that may be unable to meet their contractual obligations because of the effects of COVID-19. The guidance goes on to explain that, in consultation with the FASB staff, the federal bank regulatory agencies conclude that short-term modifications (e.g. six months) made on a good faith basis to borrowers who were impacted by COVID-19 and who were less than 30 days past due as of the implementation date of a relief program are not TDRs. The Company applied this guidance to extensions / deferrals executed on loans following the COVID-19 outbreak. Historically, the majority of deferrals are approved for borrowers who are either 31-60 or 61-90 days delinquent, however a majority of these COVID-19 specific extensions have been granted to borrowers who were less than 30 days past due at the implementation date of the Company's COVID-19 modification program.

At the time a deferral is granted, all delinquent amounts may be deferred or paid. This may result in the classification of the loan as current and therefore not considered a delinquent account. However, there are other instances when a deferral is granted but the loan is not brought completely current, such as when the account days past due is greater than the deferment period granted. Such accounts are aged based on the timely payment of future installments in the same manner as any other account. Historically, the majority of deferrals are approved for borrowers who are either 31-60 or 61-90 days delinquent, and these borrowers are typically reported as current after deferral. A customer is limited to one deferral each six months, and if a customer receives two or more deferrals over the life of the loan, the loan will advance to a TDR designation.

The following is a summary of deferrals (amortized cost) on the Company’s retail installment contracts held for investment as of the dates indicated:


	September 30, 2019				December 31, 2018						March 31, 2020								December 31, 2019 (a)
	(Dollar amounts in thousands)										(Dollar amounts in thousands)
Never deferred	$	22,381,280	75.6	%	$	20,212,452	71.0	%	Never deferred		$	22,968,068	74.6	%			$	23,830,368	77.3	%
Deferred once	3,486,560		11.8	%	3,690,522		13.0	%	Deferred once		4,351,477		14.1	%			3,499,477		11.4	%
Deferred twice	1,566,514		5.3	%	1,952,894		6.9	%	Deferred twice		1,539,735		5.0	%			1,463,503		4.8	%
Deferred 3 - 4 times	2,052,255		6.9	%	2,516,451		8.8	%	Deferred 3 - 4 times		1,719,205		5.6	%			1,867,546		6.1	%
Deferred greater than 4 times	111,288		0.4	%	90,917		0.3	%	Deferred greater than 4 times		219,543		0.7	%			115,144		0.4	%

Total(b)	$	29,597,897			$	28,463,236			$	30,798,028					$	30,776,038

(a) The information as of December 31, 2019 is based on UPB. Difference between amortized cost and UPB was not material.

(b) The amount of accrued interest excluded from the disclosed amortized cost as of March 31, 2020 is $299 million.

The Company evaluates the results of deferral strategies based upon the amount of cash installments that are collected on accounts after they have been deferred versus the extent to which the collateral underlying the deferred accounts has depreciated over the same period of time. Based on this evaluation, the Company believes that payment deferrals granted according to its policies and guidelines are an effective portfolio management technique and result in higher ultimate cash collections from the portfolio.

Changes in deferral levels do not have a direct impact on the ultimate amount of consumer finance receivables charged off. However, the timing of a charge-off may be affected if the previously deferred account ultimately results in a charge-off. To the extent that deferrals impact the ultimate timing of when an account is charged off, historical charge-off ratios, ~~loss confirmation periods,~~expected life of the loan and cash flow forecasts for loans classified as TDRs used in the determination of the adequacy of the Company’s ~~allowance for credit losses~~ACL are also impacted.

Increased use of deferrals may result in a lengthening of the loss confirmation period, which would increase expectations of credit losses inherent in the portfolio and therefore increase the allowance for credit losses and related provision for credit losses. Changes in the charge-off ratios and loss confirmation periods are considered in determining the appropriate level of allowance for credit losses and related provision for credit losses, including the allowance and provision for loans that are not classified as TDRs. For loans that are classified as TDRs, the Company generally compares the present value of expected cash flows to the outstanding recorded investment of TDRs to determine the amount of TDR impairment and related provision for credit losses that should be recorded. For loans that are considered collateral-dependent, such as certain bankruptcy modifications, impairment is measured based on the fair value of the collateral, less its estimated cost to sell.

The Company also may agree, or be required by operation of law or by a bankruptcy court, to grant a modification involving one or a combination of the following: a reduction in interest rate, a reduction in loan principal balance, a temporary reduction of monthly payment, or an extension of the maturity date. The servicer of the Company’s revolving personal loans also may grant modifications in the form of principal or interest rate reductions or payment plans. Similar to deferrals, the Company believes modifications are an effective portfolio management technique. Not all modifications are classified as TDRs as the loan may not meet the scope of the applicable guidance or the modification may have been granted for a reason other than the borrower’s financial difficulties.

A loan that has been classified as a TDR remains so until the loan is liquidated through payoff or charge-off. TDRs are generally placed on nonaccrual status when the account becomes past due more than 60 days. For loans on nonaccrual status, interest income is recognized on a cash ~~basis; For loans on nonaccrual status,~~basis and the accrual of interest is resumed and reinstated if a delinquent account subsequently becomes 60 days or less past due.

TDR loans are generally measured based on the present value of expected cash flows. The recognition of interest income on TDR loans reflects management’s best estimate of the amount that is reasonably assured of collection and is consistent with the estimate of future cash flows used in the impairment measurement. Any accrued but unpaid interest is fully reserved for through the recognition of additional impairment on the recorded investment, if not expected to be collected.

The following is a summary of the ~~principal~~amortized cost (including accrued interest) balance as of ~~September 30, 2019~~March 31, 2020 and December 31, ~~2018~~2019 of loans that have received these modifications and ~~concessions:~~concessions;


							March 31, 2020				December 31, 2019 (a)
	September 30, 2019		December 31, 2018				Retail Installment Contracts
	(Dollar amounts in thousands)						(Dollar amounts in thousands)
Temporary reduction of monthly payment ~~(a)~~(b)	$	1,394,689	$	2,137,334	$	984,611			$	1,168,358
Bankruptcy-related accounts	44,901		54,373		Bankruptcy-related accounts		35,609				41,756
Extension of maturity date	31,874		25,644		Extension of maturity date		36,274				35,238
Interest rate reduction	60,022		54,906		Interest rate reduction		63,971				61,870
Max buy rate and fair lending ~~(b)~~(c)	5,829,632		4,685,522		6,364,477				6,069,509
Other(d)	157,508		137,958		337,929				240,553
Total modified loans	$	7,518,626	$	7,095,737	Total modified loans		$	7,822,871			$	7,617,284

(a) The table includes balances based on UPB. Difference between amortized cost and UPB was not material.

(b) Reduces a customer’s payment for a temporary time period (no more than six months)

~~(b)~~(c) Max buy rate modifications comprises of loans modified by the Company to adjust the interest rate quoted in a dealer-arranged financing. The Company reassesses the contracted APR when changes in the deal structure are made (e.g., higher down payment and lower vehicle price). If any of the changes result in a lower APR, the contracted rate is reduced. Substantially all deal structure changes occur within seven days of the date the contract is signed. These deal structure changes are made primarily to give the consumer the benefit of a lower rate due to an improved contracted deal structure compared to the deal structure that was approved during the underwriting process. Fair Lending modifications comprises of loans modified by the Company related to possible ~~“disparate~~

“disparate impact” credit discrimination in indirect vehicle finance. These modifications are not considered a TDR event because they do not relate to a concession provided to a customer experiencing financial difficulty.

(d) Includes various other types of modifications and concessions, such as hardship modifications that are considered a TDR event.

Refer to Note 4 - "Credit Loss Allowance and Credit Quality"to ~~these~~the accompanying condensed consolidated financial statements for the details on the Company’s ~~recorded investment~~amortized cost (including accrued interest) in TDRs and a summary of delinquent TDRs, as of ~~September 30, 2019~~March 31, 2020 and December 31, ~~2018.~~2019.

The following table shows the components of the changes in the ~~recorded investment~~amortized cost (including accrued interest) in retail installment contract TDRs (excluding collateral-dependent bankruptcy TDRs) ~~during~~for the three ~~and nine~~ months ended ~~September 30, 2019~~March 31, 2020 and ~~2018:~~2019:


	Three Months Ended						Nine Months Ended							Three Months Ended
	September 30, 2019			September 30, 2018			September 30, 2019			September 30, 2018				March 31, 2020		March 31, 2019
Balance — beginning of period	$	4,492,654		$	6,095,868		$	5,365,477		$	6,328,159
Balance — beginning of year													Balance — beginning of year	$	3,828,892	$	5,365,477
New TDRs	375,015			466,058			999,886			1,760,649			New TDRs	185,767		331,792
Charge-offs	(378,676		)	(523,299		)	(1,212,192		)	(1,479,397		)	Charge-offs	(289,567)		(464,758)
Paydowns (a)	(311,006		)	(293,343		)	(961,814		)	(865,943		)	Paydowns (a)	(288,339)		(341,606)
Others	13,553			797			183			2,613			Others	—		470
Balance — end of period	$	4,191,540		$	5,746,081		$	4,191,540		$	5,746,081
Balance — end of year													Balance — end of year	$	3,436,753	$	4,891,375

(a) Includes net discount accreted in interest income for the period.

For loans not classified as TDRs, the Company generally estimates an appropriate allowance for credit losses based on delinquency status, the Company’s historical loss experience, estimated values of underlying collateral, and various economic factors. Once a loan has been classified as a TDR, it is generally assessed for impairment based on the present value of expected future cash flows discounted at the loan’s original effective interest rate considering all available evidence. For loans that are considered collateral-dependent, such as certain bankruptcy modifications, impairment is measured based on the fair value of the collateral, less its estimated cost to sell. Due to this key distinction in allowance calculations, the coverage ratio is higher for TDRs in comparison to non-TDRs.

~~The table below presents the Company’s allowance ratio for TDR and non-TDR individually acquired retail installment contracts as of September 30, 2019 and December 31, 2018:~~

September 30, 2019 December 31, 2018
(Dollar amounts in thousands)
TDR - Unpaid principal balance $ 4,221,473
$ 5,378,603
TDR - Impairment 1,060,612
1,416,743
TDR - Allowance ratio 25.1 % 26.3 %

Non-TDR - Unpaid principal balance $ 25,353,223
$ 23,054,157
Non-TDR - Allowance 2,051,792
1,819,360
Non-TDR Allowance ratio 8.1 % 7.9 %

Total - Unpaid principal balance $ 29,574,696
$ 28,432,760
Total - Allowance 3,112,404
3,236,103
Total - Allowance ratio 10.5 % 11.4 %

~~The total allowance decreased from December 31, 2018 to September 30, 2019, primarily driven by lower TDR balances and better recovery rates.~~

Liquidity Management, Funding and Capital Resources

Source of Funding

The Company requires a significant amount of ~~liquidity~~liquidity to originate and acquire loans and leases and to service debt. The Company funds its operations through its lending relationships with 13 third-party banks, SHUSA and through securitizations in the ABS market and flow agreements. The Company seeks to issue debt that appropriately matches the cash flows of the assets that it originates. The Company has more than ~~$7.3~~$5.1 billion of stockholders’ equity that supports its access to the securitization markets, credit facilities, and flow agreements.

During the ~~third quarter of 2019,~~three months ended March 31, 2020, the Company completed on-balance sheet funding transactions totaling approximately ~~$4.6~~$4.0 billion, including:

~~securitizations on the Company’s SDART platform for approximately $1.1 billion;~~

•securitizations on the Company’s DRIVE, deeper subprime platform, for approximately ~~$1.2~~$1.1 billion;

•lease ~~securitization~~securitizations on our SRT platform for approximately ~~$1.2~~$1.1 billion; ~~and~~

•private amortizing lease ~~facility~~facilities for approximately ~~$1.1 billion.~~$1.8 billion; and

•issuance of a retained bond on the Company's SRT platform for approximately $52.6 million

Refer to Note 5 - "Debt"to ~~these~~the accompanying condensed consolidated financial statements for the details on the Company’s total debt.

Credit Facilities

Third-party Revolving Credit Facilities

Warehouse Lines

The Company has one credit facility with ~~seven~~eight banks providing an aggregate commitment of ~~$4.4~~$4.0 billion for the exclusive use of providing short-term liquidity needs to support Chrysler ~~Capital~~Finance lease financing. As of ~~September 30, 2019 and December~~March 31, ~~2018,~~2020 there was an outstanding balance of approximately ~~$1.7~~$1.5 billion ~~and $2.2 billion, respectively,~~ on this facility in aggregate. The facility requires reduced Advance Rates in the event of delinquency, credit loss, or residual loss ratios, as well as other metrics exceeding specified thresholds.

The Company has ~~seven~~eight credit facilities with ten banks providing an aggregate commitment of ~~$6.2~~$7.5 billion for the exclusive use of providing short-term liquidity needs to support Core and ~~Chrysler Capital~~CCAP Loan financing. As of ~~September 30, 2019 and December~~March 31, ~~2018,~~2020 there was an outstanding balance of approximately ~~$3.3~~$4.7 billion ~~and $2.0 billion, respectively,~~ on these facilities in aggregate. These facilities reduced Advance Rates in the event ofof delinquency, credit loss, as well as various other metrics exceeding specific thresholds.

Repurchase Agreements

The Company obtains financing through investment management or repurchase agreements whereby the Company pledges retained subordinate bonds on its own securitizations as collateral for repurchase agreements with various borrowers and at renewable terms ~~ranging~~ranging up to one year. As of ~~September 30, 2019 and December~~March 31, ~~2018,~~2020 there was an outstanding balance of ~~$476~~$314 million ~~and $299 million, respectively,~~ under these repurchase agreements.

Lines of Credit with Santander and Related Subsidiaries

Santander and certain of its subsidiaries, such as SHUSA, historically have provided, and continue to provide, the Company with significant funding support in the form of committed credit facilities. The Company’s debt with these affiliated entities consisted of the following:


	As of March 31, 2020 (amounts in thousands)
	Counterparty	Utilized Balance		Committed Amount		Average Outstanding Balance		Maximum Outstanding Balance
Promissory Note	SHUSA	$	250,000	$	250,000	$	250,000	$	250,000
Promissory Note	SHUSA	250,000		250,000		250,000		250,000
Promissory Note	SHUSA	250,000		250,000		250,000		250,000
Promissory Note	SHUSA	250,000		250,000		250,000		250,000
Promissory Note	SHUSA	300,000		300,000		300,000		300,000
Promissory Note	SHUSA	400,000		400,000		400,000		400,000
Promissory Note	SHUSA	400,000		400,000		400,000		400,000
Promissory Note	SHUSA	500,000		500,000		500,000		500,000
Promissory Note	SHUSA	500,000		500,000		500,000		500,000
Promissory Note	SHUSA	500,000		500,000		500,000		500,000
Promissory Note	SHUSA	650,000		650,000		650,000		650,000
Promissory Note	SHUSA	650,000		650,000		650,000		650,000
Promissory Note	SHUSA	750,000		750,000		750,000		750,000
Line of Credit	SHUSA	—		500,000		184,176		485,000
Line of Credit	SHUSA	—		2,500,000		—		—
		$	5,650,000	$	8,650,000

As of September 30, 2019 (amounts in thousands)
Counterparty Utilized Balance Committed Amount Average Outstanding Balance Maximum Outstanding Balance
Promissory Note SHUSA $ 250,000

$ 250,000

$ 250,000

$ 250,000
Promissory Note SHUSA 250,000

250,000

250,000

250,000
Promissory Note SHUSA 250,000

250,000

250,000

250,000
Promissory Note SHUSA 250,000

250,000

250,000

250,000
Promissory Note SHUSA 300,000

300,000

229,670

300,000
Promissory Note SHUSA 400,000

400,000

400,000

400,000
Promissory Note SHUSA 500,000

500,000

500,000

500,000
Promissory Note SHUSA 500,000

500,000

199,634

500,000
Promissory Note SHUSA 500,000
500,000
155,678
500,000
Promissory Note SHUSA 650,000

650,000

650,000

650,000
Promissory Note SHUSA 650,000

650,000

650,000

650,000
Promissory Note SHUSA 750,000
750,000
21,978
750,000
Line of Credit SHUSA —

500,000

95,916

435,000
Line of Credit SHUSA —

3,000,000

—

—
$ 5,250,000
$ 8,750,000

As of September 30, 2018 (amounts in thousands)
Counterparty Utilized Balance Committed Amount Average Outstanding Balance Maximum Outstanding Balance
Line of credit SHUSA $ —
$ 500,000
$ 178,125
$ 425,000
Promissory Note SHUSA 250,000
250,000
250,000
250,000
Promissory Note SHUSA 250,000
250,000
250,000
250,000
Promissory Note SHUSA 300,000
300,000
300,000
300,000
Promissory Note SHUSA 400,000
400,000
400,000
400,000
Promissory Note SHUSA 500,000
500,000
500,000
500,000
Promissory Note SHUSA 650,000
650,000
650,000
650,000
Promissory Note SHUSA 650,000
650,000
650,000
650,000
Line of Credit SHUSA —
3,000,000
—
—
$ 3,000,000
$ 6,500,000

SHUSA provides the Company with ~~$3.5~~ $3.0 billion of committed revolving credit that can be drawn on an unsecured basis. SHUSA also provides the Company with ~~$5.3~~$5.7 billion of term promissory notes with maturities ranging from May 2020 to ~~December 2023.~~July 2024.

Secured Structured Financings

The Company’s secured structured financings primarily consist of public, SEC-registered securitizations. The Company also executes private securitizations under Rule 144A of the Securities Act and privately issues amortizing notes. The Company has on-balance sheet securitizations outstanding in the market with a cumulative ABS balance of approximately ~~$27 billion.~~ $28 billion.

Flow Agreements

In addition to the Company’s credit facilities and secured structured financings, the Company has a flow agreement in place with a third party for charged off assets. Loans and leases sold under these flow agreements are not on the Company’s balance sheet but provide a stable stream of servicing fee income and may also provide a gain or loss on sale. The Company continues to actively seek additional flow agreements.

Off-Balance Sheet Financing

Beginning in 2017, the Company had the option to sell a contractually determined amount of eligible prime loans to Santander, through securitization platforms. As all of the notes and residual interests in the securitizations were issued to Santander, the

Company recorded these transactions as true sales of the retail installment contracts securitized, and removed the sold assets from the Company’s consolidated balance sheets. Beginning in 2018, this program has been replaced with a new program with SBNA, whereby the Company has agreed to provide SBNA with origination support services in connection with the processing, underwriting and purchasing of retail loans, primarily from FCA dealers, all of which are serviced by the Company.

Cash Flow Comparison

The Company has historically produced positive net cash from operating activities. The Company’s investing activities primarily consist of originations, acquisitions, and collections from retail installment contracts. SC’s financing activities primarily consist of borrowing, repayments of debt, share repurchases, and payment of dividends.


	Nine Months Ended September 30,							Three Months Ended March 31,
	2019			2018				2020		2019
	(Dollar amounts in thousands)							(Dollar amounts in thousands)
Net cash provided by operating activities	$	4,215,456		$	5,085,633		Net cash provided by operating activities	$	1,395,116	$	1,476,283
Net cash used in investing activities	(6,447,167		)	(8,121,291		)	Net cash used in investing activities	(1,542,427)		(1,906,965)
Net cash provided by financing activities	2,265,342			2,165,516			Net cash provided by financing activities	474,816		671,123

Net Cash Provided by Operating Activities

Net cash provided by operating activities ~~decreased by $0.9 billion~~ remained materially unchanged from the ~~nine~~three months ended ~~September 30, 2018~~March 31, 2019 to the ~~nine~~three months ended ~~September 30, 2019, mainly due to lower origination of assets held for sale.~~March 31, 2020.

Net Cash Used in Investing Activities

Net cash used in investing activities decreased by ~~$1.7 billion~~$365 million from the ~~nine~~three months ended ~~September 30, 2018~~March 31, 2019 to the ~~nine~~three months ended ~~September 30, 2019,~~March 31, 2020, primarily due to an increase of ~~$1.2 billion~~$286 million in collections on finance receivables held for investment and a decrease of ~~$0.9 billion~~$102 million in ~~leased vehicles purchased.~~originations of finance receivables held for investment.

Net Cash Provided by Financing Activities

Net cash provided by financing activities ~~increased~~decreased by ~~$0.1 billion~~$196 million from the ~~nine~~three months ended ~~September 30, 2018~~March 31, 2019 to the ~~nine~~three months ended ~~September 30, 2019,~~March 31, 2020, primarily ~~due~~related to ~~the increase of proceeds from notes payable.~~tender offer program which expired on February 27, 2020.

Contingencies and Off-Balance Sheet Arrangements

For information regarding the Company’s contingencies and off-balance sheet arrangements, refer to Note 6 - "Variable Interest Entities" and Note 10 - "Commitments and ~~Contingencies~~Contingencies" in the accompanying condensed consolidated financial statements.

Contractual Obligations

The Company leases its headquarters in Dallas, Texas, its servicing centers in Texas, Colorado, Arizona, and Puerto Rico, and an operations facilities in California, Texas and Colorado under non-cancelable operating leases that expire at various dates through 2027. The Company also has various debt obligations entered into in the normal course of business as a source of funds.

The following table summarizes the Company’s contractual obligations as of ~~September 30, 2019:~~March 31, 2020:


	Less than 1 year		1-3 years		3-5 years		More than 5 years		Total			Less than 1 year		1-3 years		3-5 years		More than 5 years		Total
	(In thousands)											(In thousands)
Operating lease obligations	$	4,111	$	29,917	$	25,233	$	32,391	$	91,652	Operating lease obligations	$	12,579	$	25,911	$	25,456	$	19,690	$	83,636
Notes payable - credit facilities and related party	2,704,955		6,005,626		2,000,000		—		10,710,581		Notes payable - credit facilities and related party	2,386,255		8,285,424		1,500,000		—		12,171,679
Notes payable - secured structured financings (a)	479,536		9,493,449		11,643,536		5,369,751		26,986,272		Notes payable - secured structured financings (a)	225,665		9,047,623		11,198,129		7,637,927		28,109,344
Contractual interest on debt	1,095,437		1,096,887		288,285		33,740		2,514,349		Contractual interest on debt	1,036,664		1,033,547		252,475		90,209		2,412,895
Total	$	4,284,039	$	16,625,879	$	13,957,054	$	5,435,882	$	40,302,854	Total	$	3,661,163	$	18,392,505	$	12,976,060	$	7,747,826	$	42,777,554

(a)Adjusted for unamortized costs of ~~$67 million.~~$66 million.

Risk Management Framework

The Company’s risk management framework is overseen by its Board, the RC, its management committees, its executive management team, an independent risk management function, an internal audit function and all of its associates. The RC, along with the Company’s full Board, is responsible for establishing the governance over the risk management process, providing oversight in managing the aggregate risk position and reporting on the comprehensive portfolio of risk categories and the potential impact these risks can have on the Company’s risk profile. The Company’s primary risks include, but are not limited to, credit risk, market risk, liquidity risk, operational risk and model risk. For more information regarding the Company’s risk management framework, please refer to the Risk Management Framework section of the Company’s ~~2018~~2019 Annual Report on Form 10-K.

Credit Risk

Company applies qualitative framework to exercise judgment about matters that are inherently uncertain and that are not considered by the quantitative framework. These adjustments are documented and reviewed through the Company’s risk management processes. Furthermore, management reviews, updates, and validates its process and loss assumptions on a periodic basis. This process involves an analysis of data integrity, review of loss and credit trends, a retrospective evaluation of actual loss information to loss forecasts, and other analyses.

ACL levels are collectively reviewed for adequacy and approved quarterly. Required actions resulting from the Company's analysis, if necessary, are governed by its Allowance for Credit Losses Committee.The ~~risk inherent~~ACL levels are approved by the board level committees quarterly.

Note 1 to the Consolidated Financial Statements describes the methodology used to determine the ACL and reserve for unfunded lending commitments in the Company’s loan and lease portfolios is driven by credit and collateral quality, and is affected by borrower-specific and economy-wide factors such as changes in employment. The Company manages this risk through its underwriting, pricing and credit approval guidelines and servicing policies and practices, as well as geographic and other concentration limits.Consolidated Balance Sheets.

The Company’s automated originations process is intended to reflect a disciplined approach to credit risk management. The Company’s robust historical data on both organically originated and acquired loans is used by Company to perform advanced loss forecasting. Each applicant is automatically assigned a proprietary loss forecasting score using information such as FICO®, debt-to-income ratio, loan-to-value ratio, and more than 30 other predictive factors, placing the applicant in one of 100 pricing tiers. The Company continuously maintains and adjusts the pricing in each tier to reflect market and risk trends. In addition to the automated process, the Company maintains a team of underwriters for manual review, consideration of exceptions, and review of deal structures with dealers. The Company generally tightens its underwriting requirements in times of greater economic uncertainty to compete in the market at loss and approval rates acceptable for meeting the Company’s required returns. The Company’s underwriting policy has also been adjusted to meet the requirements of the Company’s contracts such as the Chrysler Agreement. In both cases, the Company has accomplished this by adjusting risk-based pricing, the material components of which include interest rate, down payment, and loan-to-value.

The Company monitors early payment defaults and other potential indicators of dealer or customer fraud and uses the monitoring results to identify dealers who will be subject to more extensive requirements when presenting customer applications, as well as dealers with whom the Company will not do business at all.

Market Risk

Interest Rate Risk

The Company measures and monitors interest rate risk on at least a monthly basis. The Company borrows money from a

variety of market participants to provide loans and leases to the Company’s customers. The Company’s gross interest rate

spread, which is the difference between the income earned through the interest and finance charges on the Company’s finance

receivables and lease contracts and the interest paid on the Company’s funding, will be negatively affected if the expense

incurred on the Company’s borrowings increases at a faster pace than the income generated by the Company’s assets.

The ~~Company’s Interest Rate Risk policy is~~Company has policies in place designed to measure, monitor and manage the potential volatility in earnings stemming from changes in interest rates. The Company generates finance receivables which are predominantly fixed rate and

borrow with a mix of fixed and variable rate funding. To the extent that the Company’s asset and liability re-pricing characteristics are not effectively matched, the Company may utilize interest rate derivatives, such as interest rate swap agreements, to ~~mitigate~~mitigate against interest rate risk. As of ~~September 30, 2019,~~March 31, 2020, the notional value of the Company’s interest rate swap agreements was ~~$5.8~~$2.9 billion. The Company also enters into Interest Rate Cap agreements as required under certain lending agreements. In order to mitigate any interest rate risk assumed in the Cap agreement required under the lending agreement, the Company may enter into a second interest rate cap (Back-to-Back). As of ~~September 30, 2019~~March 31, 2020 the notional value of the Company’s interest rate cap agreements was ~~$18.1~~$20.2 billion, under which, all notional was executed Back-to-Back.

The Company monitors its interest rate exposure by conducting interest rate sensitivity analysis. For purposes of reflecting a

possible impact to earnings, the twelve-month net interest income impact of an instantaneous 100 basis point parallel shift in

prevailing interest rates is measured. As of ~~September 30, 2019,~~March 31, 2020, the twelve-month impact of a 100 basis point parallel increase

in the interest rate curve would decrease the Company’s net interest income by ~~$38~~$69 million. In addition to the sensitivity

analysis on net interest income, the Company also measures Market Value of Equity (MVE) to view the interest rate risk

position. MVE measures the change in value of Balance Sheet instruments in response to an instantaneous 100 basis point

parallel increase, including and beyond the net interest income twelve-month horizon. As of ~~September 30, 2019,~~March 31, 2020, the impact of

a 100 basis point parallel increase in the interest rate curve would decrease the Company’s MVE by ~~$106~~$151 million.

Collateral Risk

The Company’s lease portfolio presents an inherent risk that residual values recognized upon lease termination will be lower

than those used to price the contracts at inception. Although the Company has elected not to purchase residual value insurance

at the present time, the Company’s residual risk is somewhat mitigated by the residual risk-sharing agreement with FCA. Under

the agreement, the Company is responsible for incurring the first portion of any residual value gains or losses up to the first 8%.

The Company and FCA then equally share the next 4% of any residual value gains or losses (i.e., those gains or losses that

exceed 8% but are less than 12%). Finally, FCA is responsible for residual value gains or losses over 12%, capped at a certain

limit, after which the Company incurs any remaining gains or losses. From the inception of the agreement with FCA through

the ~~third~~first quarter of ~~2019, approximately~~2020, approximately 89% of full term leases have not exceeded the first and second portions of any residual

losses under the agreement. The Company also utilizes industry data, including the ALG benchmark for residual values, and

employ a team of individuals experienced in forecasting residual values.

Similarly, lower used vehicle prices also reduce the amount that can be recovered when remarketing repossessed vehicles that

serve as collateral underlying loans. The Company manages this risk through loan-to-value limits on originations, monitoring

of new and used vehicle values using standard industry guides, and active, targeted management of the repossession process.

~~The Company does not currently have material exposure to currency fluctuations or inflation.~~

Liquidity Risk

The Company views liquidity as integral to other key elements such as capital adequacy, asset quality and profitability. The

Company’s primary liquidity risk relates to the ability to finance new originations through the Bank and ABS securitization

markets. The Company cannot predict how the COVID-19 outbreak and the legal and regulatory responses to the COVID-19 outbreak and related economic disruptions will affect businesses, including liquidity or the ability to access the capital markets. If access to funding is reduced or if the costs to obtain such funding significantly increases, there may be a material impact to business and financial condition.The Company has a robust liquidity policy that is intended to manage this risk. The liquidity risk policy establishes the following guidelines:

•that the Company maintain at ~~least~~least eight external credit providers (as of ~~September 30, 2019,~~March 31, 2020, it had ~~13)~~ thirteen);

•that the Company relies on Santander and affiliates for no more than ~~30%~~30% of its funding (as of ~~September 30, 2019,~~March 31, 2020, Santander and affiliates provided 14% of its funding);

•that no single lender’s commitment should comprise more ~~than~~than 33% of the overall committed external lines (as of ~~September 30, 2019,~~March 31, 2020, the highest single lender’s commitment was ~~23% (not~~24% (not including repo)); and

•that no more ~~than~~than 35% and 65% ofof the Company’s warehouse facilities mature in the next six months and twelve months respectively (as of ~~September 30, 2019, two~~ March 31, 2020, one of the Company’s warehouse facilities are scheduled to mature in the next six or twelve months).

The Company’s liquidity risk policy also requires that the Company’s Asset Liability Committee monitor many indicators, both

market-wide and company-specific, to determine if action may be necessary to maintain the Company’s liquidity position. The

Company’s liquidity management tools include daily, monthly and twelve-month rolling cash requirements forecasts, long term

strategic planning forecasts, monthly funding usage and availability reports, daily sources and uses reporting, structural

liquidity risk exercises, key risk indicators, and the establishment of liquidity contingency plans. The Company also performs

monthly stress tests in which it forecasts the impact of various negative scenarios (alone and in combination), including

reduced credit availability, higher funding costs, lower Advance Rates, lending covenant breaches, lower dealer discount rates,

and higher credit losses.

The Company generally seeks funding from the most efficient and cost effective source of liquidity from the ABS markets,

third-party facilities, and Santander. Additionally, the Company can reduce originations to significantly lower levels, if

necessary, during times of limited liquidity.

The Company had established a qualified like-kind exchange program to defer tax liability on gains on sale of vehicle assets at

lease termination. If the Company does not meet the safe harbor requirements of IRS Revenue Procedure 2003-39, the

Company may be subject to large, unexpected tax liabilities, thereby generating immediate liquidity needs. The Company

believes that its compliance monitoring policies and procedures are adequate to enable the Company to remain in compliance

with the program requirements. The Tax Cuts and Jobs Act permanently eliminated the ability to exchange personal property

after January 1, 2018, which resulted in the like-kind exchange program being discontinued in 2018.

Operational Risk

The Company is exposed to operational risk loss arising from failures in the execution of our business activities. These relate to

failures arising from inadequate or failed processes, failures in its people or systems, or from external events. The Company’s

operational risk management program Third Party Risk Management, Business Continuity Management, Information Risk ~~Management, Information Risk~~

Management, Fraud Risk Management, and Operational Risk Management, with key program elements covering Loss Event, Issue Management, Risk Reporting and Monitoring, and Risk Control Self-Assessment (RCSA).

To mitigate operational risk, the Company maintains an extensive compliance, internal control, and monitoring framework, which includes the gathering of corporate control performance threshold indicators, Sarbanes-Oxley testing, monthly quality control tests, ongoing compliance monitoring with applicable regulations, internal control documentation and review of processes, and internal audits. The Company also utilizes internal and external legal counsel for expertise when needed. Upon hire and annually, all associates receive comprehensive mandatory regulatory compliance training. In addition, the Board receives annual regulatory and compliance training. The Company uses industry-leading call mining that assist the Company in analyzing potential breaches of regulatory requirements and customer service. The Company’s call mining software analyzes all customer service calls, converting speech to text, and mining for specific words and phrases that may indicate inappropriate comments by a representative. The software also detects escalated voice volume, enabling a supervisor to intervene if necessary. This tool is intended to enable the Company to effectively manage and identify training opportunities for associates, as well as track and resolve customer complaints through a robust quality assurance program.

Model Risk

The Company mitigates model risk through a robust model validation process, which includes committee governance and a

series of tests and controls. The Company utilizes SHUSA’s Model Risk Management group for all model validation to verify

models are performing as expected and in line with their design objectives and business uses.

Critical Accounting Estimates

Accounting policies are integral to understanding the Company’s Management’s Discussion and Analysis of Financial Condition and Results of Operations. The preparation of financial statements in accordance with ~~GAAP~~U.S. Generally Accepted Accounting Principles (U.S. GAAP) requires management to make estimates and judgments that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. On an ongoing basis, the Company reviews its accounting policies, assumptions, estimates and judgments to ensure that its financial statements are presented fairly and in accordance with U.S. GAAP.There have been no material changes (except as disclosed below) in the Company’s critical accounting estimates from those disclosed in Item 7 of the ~~2018~~2019 Annual Report on Form 10-K. The change is as a result of the Company's adoption of CECL standard, on January 1, 2020. Refer to footnote 1 "Description of Business, Basis of Presentation, and Significant Accounting Policies and Practices", and footnote 4 " Credit Loss Allowance and Credit Quality" in the accompanying condensed consolidated financial statements and Part II, Item 2 - "Management's Discussion and Analysis of Financial Conditions and Results of Operations - Credit Quality" for a detailed discussion around accounting policy, estimation process and assumptions used in ACL.

Recent Accounting Pronouncements

Information concerning the Company’s implementation and impact of new accounting standards issued by the Financial

Accounting Standards Board (FASB) is discussed in Note 1- Recently Issued Accounting Pronouncements, in the

accompanying condensed consolidated financial statements.



~~Item~~ITEM 3.			~~Quantitative and Qualitative Disclosures About Market Risk~~QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Incorporated by reference from Part I, Item 2 - ~~“Management’s~~“Management’s Discussion and Analysis of Financial Conditions and Results of Operations ~~— Risk~~—Risk Management Framework” above.



~~Item 4.~~	~~Controls and Procedures~~

ITEM 4. CONTROLS AND PROCEDURES

Evaluation of Disclosure Controls and Procedures

Our management, with the participation of our CEO and CFO, has evaluated the effectiveness of our disclosure controls and procedures as defined in Rules 13a- 15(e) and 15d- 15(e) under the Exchange Act as of ~~the end of the period covered by this Quarterly Report on Form 10-Q.~~ March 31, 2020 (the “Evaluation Date”).Based on ~~such~~that evaluation, our CEO and CFO have concluded that as of ~~September 30, 2019, we did not maintain effective~~the Evaluation Date, our disclosure controls and procedures because of the material weakness in internal control over financial reporting described below. In light of this material weakness, management completed additional procedures and analysis to validate the accuracy and completeness of the reported financial results. In addition, management engaged the Audit Committee directly, in detail, to discuss the procedures and analysis performedprocedures: (a) are effective to ensure that information required to be disclosed by the ~~reliability of~~Company in the Company’s financial reporting. Notwithstanding this material weakness, based on additional analyses and other procedures performed, management concluded that the financial statements included in this Quarterly Report on Form 10-Q fairly present in all material respects our financial position, results of operations, capital position, and cash flows for the periods presented, in conformity with GAAP.

~~A material weakness (as defined in Rule 12b-2~~reports filed or submitted under the Exchange ~~Act)~~Act is ~~a deficiency, or combination of deficiencies,~~recorded, processed, summarized, and reported within the time periods specified in internal control over financial reporting such that there is a reasonable possibility that a material misstatement in our annual or interim financial statements will not be prevented or detected on a timely basis.

~~These deficiencies in~~the SEC’s rules and forms; and (b) include controls could result in a misstatement of any account balance or disclosure that in turn, would result in a material misstatement of the annual or interim consolidated financial statements that would not be prevented or detected.

~~Control Environment, Risk Assessment, Control Activities~~ and ~~Monitoring~~

~~We did not maintain effective internal control over financial reporting related to our control environment, risk assessment, control activities and monitoring as follows:~~

Management did not effectively execute a strategy to hire and retain a sufficient complement of personnel with an appropriate level of knowledge, experience, and training in certain areas important to financial reporting.

~~The tone at the top was insufficient~~procedures designed to ensure ~~there were adequate mechanisms~~that information required to be disclosed by

the Company in such reports is accumulated and oversight to ensure accountability for the performance of internal control over financial reporting responsibilities and to ensure corrective actions were appropriately prioritized and implemented in a timely manner.

~~There was not adequate management oversight of accounting and financial reporting activities in implementing certain accounting practices to conform~~communicated to the Company’s ~~policies and GAAP.~~

~~There was not an adequate assessment of changes in risks by~~ management, ~~that could significantly impact internal control over financial reporting or an adequate determination and prioritization of how those risks should be managed.~~

~~There was not adequate management oversight and identification of models, spreadsheets and completeness and accuracy of data material to financial reporting.~~

~~There were insufficiently documented Company accounting policies and insufficiently detailed Company procedures to put policies into effective action.~~

There was a lack of appropriate tone at the top in establishing an effective control owner risk and controls self-assessment process which contributed to a lack of clarity about ownership of risk assessments and control design and effectiveness.

~~There was insufficient governance, oversight and monitoring of the credit loss allowance and accretion processes and a lack of defined roles and responsibilities in monitoring functions.~~

This material weakness resulted in the revision of the Company’s consolidated financial statements for the year ended December 31, 2017, as well as the unaudited condensed consolidated financial statements for the quarters ended June 30, 2018, March 31, 2018, September 30, 2017, June 30, 2017 and March 31, 2017.

~~Remediation Status of Reported Material Weakness~~

The Company is currently working to remediate the material weakness described above, including assessing the need for additional remediation steps and implementing additional measures to remediate the underlying causes that gave rise to the material weakness. The Company is committed to maintaining a strong internal control environment and to ensure that a

~~proper, consistent tone is communicated throughout the organization,~~ including the ~~expectation that previously existing deficiencies will be remediated through implementation of processes and controls to ensure strict compliance with GAAP.~~

~~To address the material weakness, noted above, the Company has taken the following measures:~~

~~Appointed an additional independent director to the Audit Committee of the Board with extensive experience as a financial expert in our industry to provide further experience on the committee.~~

Established regular working group meetings, with appropriate oversight by management of both the Company and its parent to strengthen accountability for performance of internal control over financial reporting responsibilities and prioritization of corrective actions.

~~Hired a Chief Accounting Officer and other key personnel with significant public-company financial reporting experience~~CEO and the ~~requisite skillsets in areas important~~CFO, as appropriate, to ~~financial reporting.~~allow timely decisions regarding required disclosure.

~~Developed and implemented a plan to enhance its risk assessment processes, control procedures and documentation.~~

~~Reallocated additional Company resources to improve the oversight for certain financial models.~~

~~Increased accounting resources with qualified permanent resources to ensure sufficient staffing to conduct enhanced financial reporting procedures and to continue the remediation efforts.~~

~~Improved management documentation, review controls and oversight of accounting and financial reporting activities to ensure accounting practices conform to the Company’s policies and GAAP.~~

~~Increased accounting participation in critical governance activities to ensure an adequate assessment of risk activities which may impact financial reporting or the related internal controls.~~

~~Completed a comprehensive review and update of all accounting policies, process descriptions and control activities.~~

~~Developed and implemented additional documentation, controls and governance for the credit loss allowance and accretion processes.~~

Conducted internal training courses over Sarbanes-Oxley regulations and the Company’s internal control over financial reporting program for Company personnel that take part and assist in the execution of the program.

While progress has been made to remediate this material weakness, as of September 30, 2019, we are still in the process of testing the operating effectiveness of the new and enhanced controls. We believe our actions will be effective in remediating the material weakness, and we continue to devote significant time and attention to these efforts. However, the material weakness will not be considered remediated until the applicable remedial processes and procedures have been in place for a sufficient period of time and management has concluded, through testing, that these controls are effective. Accordingly, the material weakness was not remediated as of September 30, 2019.

Changes in Internal Control over Financial Reporting

~~Except as discussed below, there~~There were no changes in the Company’s internal control over financial reporting identified in connection with the evaluation required by ~~Rule~~Rules 13a-15(d) and 15d-15(d) of the Exchange Act that occurred during the quarter ended ~~September 30, 2019~~March 31, 2020 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

~~During~~ In response to the ~~quarter ended September 30, 2019, we completed~~COVID-19 outbreak, certain Company employees began working from home in March 2020. Management has taken measures to ensure that the implementation of a new Oracle Fusion Enterprise Resource Planning application suite. The new system has replaced several of our back office legacy systems such as the general ledger, fixed assets and certain reporting solutions. We have made changes to ourCompany’s internal control over financial reporting ~~during the implementation of the new system and will continue to evaluate the operating effectiveness of related controls during the subsequent periods.~~

~~Limitations on Effectiveness of Disclosure Controls and Procedures~~

In designing and evaluating the disclosure controls and procedures, management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives. In addition, the design of disclosure controls and procedures must reflect the fact that there are resource constraints and that management is required to apply judgmenthas not been adversely impacted in ~~evaluating the benefits of possible controls and procedures relative to their costs.~~

a material way by this change.

PART II: OTHER INFORMATION



Item 1.			Legal Proceedings

Reference should be made to Note 10 to the accompanying condensed consolidated financial statements, which is incorporated herein by reference, for information regarding legal ~~proceedings~~proceedings in which the Company is involved, which supplements the discussion of legal proceedings set forth inin Note 11 toto the accompanying consolidated financial statements of the ~~2018~~2019 Annual Report on Form 10-K.



Item 1A.			Risk Factors

The Company is subject to a number of risks potentially impacting its business, financial condition, results of operations and cash flow including those set forth under Part I, Item 1A, Risk Factors, in the Company's Annual Report on Form 10-K for the year ended December 31, ~~2018~~2019. In addition to the risk factors disclosed in that Form 10-K, the Company is subject to (1) risks related to the new credit reserving framework set forth below, and ~~under Part II, Item 1A, Risk Factors,~~(2) risks related to the COVID-19 outbreak, as noted in the ~~Company's Quarterly Report~~Form 8-K filed with the SEC on ~~Form 10-Q~~April 10, 2020, which is incorporated herein by reference.

Our adoption of the new standard on the measurement of credit losses on financial instruments and its resulting impact on our allowance for credit losses and impairments may prove to be insufficient to absorb expected lifetime losses in our loan portfolio.

The CECL standard introduced a new credit reserving framework, which replaces the ~~quarter ended June 30, 2019.~~incurred loss impairment framework in current GAAP with one that reflects expected credit losses over the full expected life of financial assets and commitments, and requires consideration of a broader range of reasonable and supportable information, including estimation of future expected changes in macroeconomic conditions. Additionally, the standard changes the accounting framework for purchased credit deteriorated HTM debt securities and loans, and dictates measurement of AFS debt securities using an allowance instead of reducing the carrying amount as it is under the current OTTI framework.

The Company adopted this standard using the modified retrospective method for all financial assets measured at amortized cost and net investment in leases.Results for reporting periods beginning after January 1, 2020 are presented under ASC 326 while prior period amounts continue to be reported in accordance with previous applicable GAAP.

Management's evaluation takes into consideration the risks in the loan portfolio, past loan and lease loss experience, specific loans with loss potential, geographic and industry concentrations, delinquency trends, economic forecasts and other relevant factors in accordance with US GAAP and based on regulatory requirements. While management uses the best information available to make such evaluations, future adjustments to the ACL may be necessary if conditions differ substantially from the assumptions used in making the evaluations.Future reserves may be different due to changes in macroeconomic conditions. Credit loss expenses are charged to provision expense in amounts sufficient to maintain the ACL at levels considered adequate to cover expected credit losses in the Company’s HFI loan portfolios.

The process for determining our allowance for credit losses is complex, and we may from time to time make changes to our process for determining our allowance for credit losses. In addition, regulatory agencies periodically review our allowance for credit losses, as well as our methodology for calculating our allowance for credit losses and may require an increase in the provision for loan losses or the recognition of additional loan charge-offs, based on judgments different than those of management. Changes that we make to enhance our process for determining our allowance for credit losses may lead to an increase in our allowance for credit losses. Any increase in our allowance for credit losses will result in a decrease in net income and capital, and may have a material adverse effect on us. Material changes to our methodology for determining our allowance for credit losses could result in the need to restate our financial statements or fines, penalties, potential regulatory action and damage to our reputation.

The impact of COVID-19 are not fully known at this time and while management has considered the future impact in our projections of ACL, actual losses may be higher.Management has factored the uncertainty and management’s potential responses (including the impact of defaults and extension requests) into the future projections of expected credit losses and reasonable and supportable forecast periods. There can be no assurance that the impact of COVID-19 will improve in the near term and any negative impact could in turn materially and adversely affect our business, financial condition and results of operation.

On a quarterly basis, macroeconomic scenarios with various different assumptions surrounding economic growth or decline in the economy are reviewed and approved by management’s Committee.The selection of scenarios and their associated weightings are critical inputs to determining management’s view of future economic conditions to support a reasonable and supportable forecast period and include significant assumptions of future economic performance, which could differ materially from actual outcomes.



Item 2.			Unregistered Sales of Equity Securities and Use of Proceeds

There were no unregistered sales of the Company’s common stock during the period covered by this Quarterly Report on Form 10-Q.

~~Share Repurchases and Treasury Stock~~

~~In June 2019,~~During the three months ended March 31, 2020, the Company ~~announced that the Board had authorized purchases by the Company~~purchased a total of ~~up to $1.1 billion, excluding commissions,~~18,361,168 shares of its ~~outstanding~~ common stock ~~effective from the third quarter~~through a tender offer and other share repurchase program at a total cost of ~~2019 through the end of the second quarter of 2020.~~approximately $467 million, excluding commission (see below for details).

The following table presents information regarding repurchases of the Company’s common stock as part of publicly announced plans or programs during the quarter ended ~~September~~March 31, 2020:


Period	Total Number of Shares Purchased	Average Price paid per Share		Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs	Dollar Value of Shares That May Yet Be Purchased Under the Plans or Programs
					$	866,849
January 1 - January 31	—	$	—	—	866,849
February 1 - February 29	—	—		—	866,849
March 1 - March 31 (a)(b)	18,361,168	$	25.44	18,361,168	399,741
Total	18,361,168	$	25.44	18,361,168

(a) On January 30, ~~2019:~~ 2020, the Company commenced a modified Dutch Auction tender offer to purchase shares of its common stock, at a range of between $23 and $26 per share, or such lesser number of shares of its common stock as are properly tendered and not properly withdrawn by the seller, in cash. The tender offer expired on February 27, 2020. On March 3, 2020, the Company announced the final results of its “modified Dutch Auction” tender offer, which commenced on January 30, 2020. The Company accepted for purchase 17,514,707 shares of its common stock, $0.01 par value per share, at a price of $26 per share, for an aggregate cost of approximately $455 million, excluding fees and expenses related to the tender offer. These shares represent approximately 5.2 percent of the shares outstanding.

(b) During the three months ended March 31, 2020, the Company purchased 846,461 shares of its common stock under its share repurchase program at a cost of approximately $12 million, excluding commissions.

Period Total Number of Shares Purchased Average Price paid per Share Dollar Value of Shares That May Yet Be Purchased Under the Plans or Programs
$ 1,100,000
July 1 - July 31 2,269,628
$ 25.48
1,042,170
August 1 - August 31 2,029,983
25.81
989,776
September 1 - September 30 1,180,039
26.00
959,095
Total 5,479,650
$ 25.71

Refer to Note 15 of the accompanying condensed consolidated financial statements for additional details on share repurchases.



Item 3.			Defaults upon Senior Securities

None.



Item 4.			Mine Safety Disclosures

Not applicable.



Item 5.			Other Information

Disclosure Pursuant to Section 219 of the Iran Threat Reduction and Syria Human Rights Act

(Amounts presented as actuals)

Pursuant to Section 219 of the Iran Threat Reduction and Syria Human Rights Act of 2012, which added Section 13(r) to the Securities Exchange Act of 1934, as amended (the “Exchange Act”), an issuer is required to disclose in its annual or quarterly reports, as applicable, whether it or any of its affiliates knowingly engaged in certain activities, transactions or dealings relating to Iran or with individuals or entities designated pursuant to certain Executive Orders. Disclosure is generally required even where the activities, transactions or dealings were conducted in compliance with applicable law.

The following activities are disclosed in response to Section 13(r) with respect to the Group and its affiliates. During the period covered by this report:

•Santander UK holds accounts for two customers, with the first customer holding one GBP Savings Account and one GBP Current Account, and the second customer holding one GBP Savings Account. Both customers, who are resident in the UK, are currently designated by the US under the Specially Designated Global Terrorist (SDGT) sanctions programme. Revenues and profits generated by Santander UK on these accounts in the ~~nine months ended September 30, 2019~~first quarter of 2020 were negligible relative to the overall profits of ~~Banco~~ Santander ~~SA.~~UK.

•Santander UK holds two frozen current accounts for two UK nationals who are designated by the US under the SDGT sanctions programme. The accounts held by each customer have been frozen since their UK designation and have remained frozen ~~through~~throughout the ~~nine months ended September 30, 2019.~~first quarter of 2020. These accounts are frozen in order to comply with Articles 2, 3 and 7 of Council Regulation (EC) No 881/2002 imposing certain specific restrictive measures directed against certain persons and entities associated with the Al-Qaeda network, by virtue of Commission Implementing Regulation (EU) 2015/1815. The accounts are in arrears (£1,844.73 in debit combined) and are currently being managed by Santander UK Collections & Recoveries department. No revenues or profits were generated by Santander UK on these accounts in the ~~nine months ended September 30, 2019.~~first quarter of 2020.

•The Group also has certain legacy performance guarantees for the benefit of Bank Sepah and Bank Mellat (stand-by letters of credit to guarantee the obligations -– either under tender documents or under contracting agreements -– of contractors who participated in public bids in Iran) that were in place prior to April 27, 2007.

In the aggregate, all of the transactions described above resulted in gross revenues and net profits in the ~~nine months ended September 30, 2019,~~first quarter of 2020 which were negligible relative to the overall revenues and profits of Banco Santander, S.A. The Group has undertaken significant steps to withdraw from the Iranian market such as closing its representative office in Iran and ceasing all banking activities therein, including correspondent relationships, deposit taking from Iranian entities and issuing export letters of credit, except for the legacy transactions described above. The Group is not contractually permitted to cancel these arrangements without either (i) paying the guaranteed amount (in the case of the performance guarantees), or (ii) forfeiting the outstanding amounts due to it (in the case of the export credits). As such, the Group intends to continue to provide the guarantees and hold these assets in accordance with company policy and applicable laws.



~~Item 6.~~	~~Exhibits~~

Item 6. Exhibits

The following exhibits are included herein:


Exhibit Number		Description


~~Exhibit~~ ~~Number~~		~~Description~~
~~10.1~~































10.1*		Offer ~~letter,~~Letter, by and among ~~Sandra Broderick~~Gene Cohler and Santander Consumer USA Holdings Inc. and Santander Consumer USA ~~Inc. (filed as an~~ (certain identified information has been excluded from this exhibit ~~to the Company’s Current Report on Form 8-K dated October 23, 2019.)~~ because it is both (i) not material and (ii) would be competitively harmful if publicly disclosed)#
~~10.2~~31.1*		Offer letter, by and among Fahmi Karam and Santander Consumer USA Holdings Inc. and Santander Consumer USA Inc. (filed as an exhibit to the Company’s Current Report on Form 8-K dated July 23, 2019.) #
31.1*	Chief Executive Officer certification pursuant to Rule 13a-14(a) of the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
31.2*		Chief Financial Officer certification pursuant to Rule 13a-14(a) of the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
32.1*		Chief Executive Officer certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
32.2*		Chief Financial Officer certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
101.INS*		Inline XBRL Instance Document - this instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL Document
101.SCH*		Inline XBRL Taxonomy Extension Schema
101.CAL*		Inline XBRL Taxonomy Extension Calculation Linkbase
101.DEF*		Inline XBRL Taxonomy Extension Definition Linkbase
101.LAB*		Inline XBRL Taxonomy Extension Label Linkbase
101.PRE*		Inline XBRL Taxonomy Extension Presentation Linkbase
~~104~~104*		Cover page formatted as Inline XBRL and contained in Exhibit 101



*			Filed herewith.
#			Indicates management contract or compensatory plan or arrangement

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.



						Santander Consumer USA Holdings Inc. (Registrant)

By:						/s/ ~~Scott Powell~~Mahesh Aditya
						Name: ~~Scott Powell~~Mahesh Aditya
						Title: President and Chief Executive Officer

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated:

Signature

Title

Date

~~Signature~~/s/Mahesh Aditya

~~Title~~

~~Date~~

~~/s/ Scott Powell~~

President and Chief Executive Officer

~~October 31, 2019~~May 1, 2020

~~Scott Powell~~Mahesh Aditya

(Principal Executive Officer)

/s/ Fahmi Karam

Chief Financial Officer

~~October 31, 2019~~May 1, 2020

Fahmi Karam

(Principal Financial and Accounting Officer)



	September 30, 2019		December 31, 2018
Outstanding balance	$	23,300	$	30,631
Outstanding recorded investment, net of impairment	13,719		19,390




Remainder of 2019	$	727,355
2020	2,493,461
2021	1,463,152
2022	364,066
2023	18,874
Thereafter	—
Total	$	5,066,908




Remainder of 2019	$	2,288
2020	9,100
2021	8,050
2022	6,532
2023	4,329
Thereafter	1,333
Total	$	31,632



	September 30, 2019
	Retail Installment Contracts Held for Investment
	Loans Acquired Individually		Purchased Receivables Portfolios		Total
Principal, 30-59 days past due	$	2,806,640	$	1,734	$	2,808,374
Delinquent principal over 59 days (a)	1,392,955		1,119		1,394,074
Total delinquent principal	$	4,199,595	$	2,853	$	4,202,448



FICO^® Band	September 30, 2019 (b)	December 31, 2018 (b)
Commercial (a)	2.2%	1.9%
No-FICOs	10.6%	11.0%
<540	17.9%	19.8%
540-599	32.9%	32.9%
600-639	19.0%	18.2%
>640	17.3%	16.2%



	September 30, 2019			December 31, 2018
Outstanding recorded investment (a)	$	4,191,540		$	5,365,477
Impairment	(1,060,612		)	(1,416,743		)
Outstanding recorded investment, net of impairment	$	3,130,928		$	3,948,734



	Gross Amounts Not Offset in the Condensed Consolidated Balance Sheet
	Assets Presented in the Condensed Consolidated Balance Sheet		Collateral Received (a)			Net Amount
September 30, 2019
Interest rate swaps - third party (b)	$	7,118	$	—		$	7,118
Interest rate caps - Santander and affiliates	10,515		(990		)	9,525
Interest rate caps - third party	49,786		(33,158		)	16,628
Total derivatives subject to a master netting arrangement or similar arrangement	67,419		(34,148		)	33,271
Total derivatives not subject to a master netting arrangement or similar arrangement	—		—			—
Total derivative assets	$	67,419	$	(34,148	)	$	33,271
Total financial assets	$	67,419	$	(34,148	)	$	33,271

December 31, 2018
Interest rate swaps - third party (b)	$	55,520	$	(23,929	)	$	31,591
Interest rate caps - third party	128,377		(72,830		)	55,547
Total derivatives subject to a master netting arrangement or similar arrangement	183,897		(96,759		)	87,138
Total derivatives not subject to a master netting arrangement or similar arrangement	—		—			—
Total derivative assets	$	183,897	$	(96,759	)	$	87,138
Total financial assets	$	183,897	$	(96,759	)	$	87,138



	Three Months Ended September 30, 2018
	Recognized in Earnings			Gross Gains (Losses) Recognized in Accumulated Other Comprehensive Income (Loss)		Gross Gains (Losses) Reclassified From Accumulated Other Comprehensive Income to Interest Expense
Interest rate swap agreements designated as cash flow hedges	$	—		$	3,244	$	11,170

Derivative instruments not designated as hedges
Losses (Gains) recognized in interest expenses	(2,566		)



	September 30, 2019		December 31, 2018
Debt facilities with SHUSA (Note 5)	$	26,104	$	19,928



	Three Months Ended September 30,				Nine Months Ended September 30,
	2019		2018		2019		2018
Earnings per common share
Net income	$	232,538	$	231,948	$	848,308	$	811,588
Weighted average number of common shares outstanding before restricted participating shares (in thousands)	345,470		360,725		349,342		360,899
Weighted average number of participating restricted common shares outstanding (in thousands)	—		—		—		—
Weighted average number of common shares outstanding (in thousands)	345,470		360,725		349,342		360,899
Earnings per common share	$	0.67	$	0.64	$	2.43	$	2.25
Earnings per common share - assuming dilution
Net income	$	232,538	$	231,948	$	848,308	$	811,588
Weighted average number of common shares outstanding (in thousands)	345,470		360,725		349,342		360,899
Effect of employee stock-based awards (in thousands)	486		720		514		815
Weighted average number of common shares outstanding - assuming dilution (in thousands)	345,956		361,445		349,856		361,714
Earnings per common share - assuming dilution	$	0.67	$	0.64	$	2.42	$	2.24



	Three Months Ended September 30,						Nine Months Ended September 30,
	2019			2018			2019			2018
Balance — beginning of period	$	8,832		$	17,182		$	13,509		$	22,124
Additions / issuances	—			—			2,079			3,276
Net collection activities	(3,176		)	(3,245		)	(10,242		)	(12,775		)
Gains recognized in earnings	632			201			942			1,513
Balance — end of period	$	6,288		$	14,138		$	6,288		$	14,138



Financial Instruments	Fair Value at September 30, 2019		Valuation Technique	Unobservable Inputs	Range
Financial Assets:
Retail installment contracts held for investment	$	6,288	Discounted Cash Flow	Discount Rate	8%-10%
				Default Rate	15%-20%
				Prepayment Rate	6%-8%
				Loss Severity Rate	50%-60%
Personal loans held for sale	$	925,611	Lower of Market or Income Approach	Market Approach
				Market Participant View	70%-80%
				Income Approach
				Discount Rate	15%-25%
				Discount Rate	15%-25%
				Default Rate	30%-40%
				Net Principal & Interest Payment Rate	70%-85%
				Loss Severity Rate	90%-95%



Financial Instruments	Fair Value at December 31, 2018		Valuation Technique	Unobservable Inputs	Range
Financial Assets:
Retail installment contracts held for investment	$	13,509	Discounted Cash Flow	Discount Rate	8%-10%
				Default Rate	15%-20%
				Prepayment Rate	6%-8%
				Loss Severity Rate	50%-60%
Personal loans held for sale	$	1,068,757	Lower of Market or Income Approach	Market Approach
				Market Participant View	70%-80%
				Income Approach
				Discount Rate	15%-25%
				Discount Rate	15%-25%
				Default Rate	30%-40%
				Net Principal & Interest Payment Rate	70%-85%
				Loss Severity Rate	90%-95%



	Three Months Ended									Nine Months Ended
	September 30,				Increase (Decrease)					September 30,				Increase (Decrease)
	2019		2018		Amount			Percent		2019		2018		Amount			Percent
	(Dollar amounts in thousands)
Income from individually acquired retail installment contracts	$	1,183,699	$	1,141,000	$	42,699		4	%	$	3,509,507	$	3,341,179	$	168,328		5	%
Income from purchased receivables portfolios	852		1,974		(1,122		)	(57	)%	3,204		7,059		(3,855		)	(55	)%
Income from receivables from dealers	23		127		(104		)	(82	)%	196		377		(181		)	(48	)%
Income from personal loans	88,448		84,028		4,420			5	%	274,793		258,060		16,733			6	%
Total interest on finance receivables and loans	$	1,273,022	$	1,227,129	$	45,893		4	%	$	3,787,700	$	3,606,675	$	181,025		5	%



	September 30, 2019				December 31, 2018
	Dollars (in thousands)		Percent (a)		Dollars (in thousands)		Percent (a)
Principal 30-59 days past due	$	2,808,374	9.5	%	$	3,121,795	11.0	%
Delinquent principal over 59 days (b)	1,394,074		4.7	%	1,713,775		6.0	%
Total delinquent principal	$	4,202,448	14.2	%	$	4,835,570	17.0	%