| Schedule I - Condensed Financial Information of Registrant | 12 Months Ended |
| Dec. 31, 2013 |
| Schedule I - Condensed Financial Information of Registrant | ' |
| Schedule I - Condensed Financial Information of Registrant | ' |
| Schedule I — Condensed Financial Information of Registrant |
|
| SPRINGLEAF HOLDINGS, INC. |
| Condensed Balance Sheet |
|
| | December 31, | |
| (dollars in thousands) | | 2013 | |
| | | |
| Assets | | | |
| | | |
| Cash and cash equivalents | | $ | 5,582 | |
| Investment in subsidiaries | | 1,308,332 | |
| Receivable from affiliate | | 231,457 | |
| Total assets | | $ | 1,545,371 | |
| | | |
| Liabilities and Shareholders’ Equity | | | |
| | | |
| Payable to affiliate | | $ | 4,832 | |
| Deferred and accrued taxes | | 519 | |
| Total liabilities | | 5,351 | |
| Shareholders’ equity | | 1,540,020 | |
| Total liabilities and shareholders’ equity | | $ | 1,545,371 | |
|
| See Notes to Condensed Financial Statements. |
|
| SPRINGLEAF HOLDINGS, INC. |
| Condensed Statement of Operations |
|
| | Period | |
| | August 9, 2013 | |
| | Through | |
| (dollars in thousands) | | December 31, 2013 | |
| | | |
| Interest income from affiliate | | $ | 1,457 | |
| Other expenses | | 40 | |
| Income before provision for income taxes | | 1,417 | |
| Provision for income taxes | | 519 | |
| Equity in underdistributed net income from subsidiaries | | 36,579 | |
| Net income | | 37,477 | |
| Other comprehensive income, net of tax | | 1,236 | |
| Comprehensive income | | $ | 38,713 | |
|
| See Notes to Condensed Financial Statements. |
|
| SPRINGLEAF HOLDINGS, INC. |
| Condensed Statement of Cash Flows |
|
| | Period | |
| | August 9, 2013 | |
| | Through | |
| (dollars in thousands) | | December 31, 2013 | |
| | | |
| Net cash used for operating activities | | $ | (39 | ) |
| | | |
| Cash flows from investing activities | | | |
| Change in receivable from affiliate | | (230,000 | ) |
| Net cash used for investing activities | | (230,000 | ) |
| | | |
| Cash flows from financing activities | | | |
| Proceeds from issuance of common stock, net of offering costs paid | | 235,621 | |
| Net cash provided by financing activites | | 235,621 | |
| | | |
| Net change in cash and cash equivalents | | 5,582 | |
| Cash and cash equivalents at beginning of period | | — | |
| Cash and cash equivalents at end of period | | $ | 5,582 | |
| | | | |
| Supplemental non-cash financing activities | | | | |
| Change in payable to affiliate | | $ | 4,832 | |
|
| See Notes to Condensed Financial Statements. |
|
| 1. Organization and Purpose |
|
| Springleaf Holdings, LLC , a subsidiary of AGF Holding Inc, was incorporated on August 5, 2013. In connection with its formation, Springleaf Holdings, LLC issued 100 common interests to AGF Holding Inc., its sole member. Springleaf Holdings, LLC was formed solely to acquire, through a series of restructuring transactions, all of the common stock of Springleaf Finance, Inc. (“SFI”), an Indiana corporation. Springleaf Holdings, LLC did not engage in any significant activities from the date of inception of August 5, 2013 to October 9, 2013 other than those incidental to its formation including the issuance of common interests in the amount of $1,000 on August 9, 2013. |
|
| In connection with the initial public offering of common stock of Springleaf Holdings, Inc. (“SHI”), we executed a reorganization of Springleaf Holdings, LLC, the predecessor entity of SHI, into SHI, a newly formed Delaware corporation. The reorganization was completed on October 9, 2013. In connection with the reorganization, Springleaf Financial Holdings, LLC’s predecessor, AGF Holding Inc., contributed all of the common stock of SFI to Springleaf Holdings, LLC and, as a result, SFI became a wholly owned subsidiary of Springleaf Holdings, LLC. Following the contribution, Springleaf Holdings, LLC converted from a Delaware limited liability company into a Delaware corporation, named Springleaf Holdings, Inc., on October 9, 2013. Upon the conversion from a limited liability company to a corporation, the 100 common interests, previously held by Springleaf Financial Holdings, LLC (or its predecessor) converted into 100 shares of common stock. Additionally, SHI executed a 1,000,000-for-1 common stock split, resulting in 100,000,000 shares of common stock being issued and outstanding at October 9, 2013. |
|
| 2. Accounting Policies |
|
| SHI records its investments in subsidiaries at cost plus the equity in undistributed (overdistributed) net income from subsidiaries since the date of incorporation or, if purchased, the date of the acquisition. The condensed financial statements of the registrant should be read in conjunction with SHI’s consolidated financial statements. |
|
| 3. Receivable from Affiliate |
|
| Receivable from affiliate reflects a receivable from Springleaf Finance, Inc. (“SFI”). The interest rate on the unpaid principal balance is the published JPMorgan Chase Manhattan Bank US prime lending rate. Interest income on the receivable from SFI during the period of August 9, 2013 through December 31, 2013 totaled $1.5 million. |
|
| 4. Payable to Affiliate |
|
| Payable to affiliate reflects offering costs incurred in conjunction with the initial public offering that were paid by an affiliate on behalf of SHI. No interest was charged for these transactions. |
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| 5. Subsidiary Debt Guarantee |
|
| On December 30, 2013, SHI entered into Guaranty Agreements whereby it agreed to fully and unconditionally guarantee the payment of principal of, premium (if any), and interest on approximately $5.2 billion aggregate principal amount of senior notes on a senior basis and $350.0 million aggregate principal amount of a junior subordinated debenture (collectively, the “notes”) on a junior subordinated basis issued by Springleaf Finance Corporation (“SFC”). The notes consist of the following: 8.250% Senior Notes due 2023; 7.750% Senior Notes due 2021; 6.00% Senior Notes due 2020; a 60-year junior subordinated debenture; and all senior notes outstanding on December 30, 2013, issued pursuant to the Indenture dated as of May 1, 1999 (the “1999 Indenture”), between SFC and Wilmington Trust, National Association (the successor trustee to Citibank N.A.). As of December 30, 2013, approximately $3.9 billion aggregate principal amount of senior notes were outstanding under the 1999 Indenture. The 60-year junior subordinated debenture underlies the trust preferred securities sold by a trust sponsored by SFC. On December 30, 2013, SHI entered into a Trust Guaranty Agreement whereby it agreed to fully and unconditionally guarantee the related payment obligations under the trust preferred securities. |
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