Transactions with Affiliates of Fortress | Transactions with Affiliates of Fortress SUBSERVICING AGREEMENT Nationstar Mortgage LLC (“Nationstar”) subservices the real estate loans of certain of our indirect subsidiaries (collectively, the “Owners”). Investment funds managed by affiliates of Fortress indirectly own a majority interest in Nationstar. The Owners paid Nationstar subservicing fees of less than $1 million for the three months ended September 30, 2016 and 2015 and $1 million for the nine months ended September 30, 2016 and 2015 . INVESTMENT MANAGEMENT AGREEMENT Logan Circle Partners, L.P. (“Logan Circle”) provides investment management services for our investments. Logan Circle is a wholly owned subsidiary of Fortress. Costs and fees incurred for these investment management services were less than $1 million for the three months ended September 30, 2016 and 2015 . Costs and fees incurred for these investment management services totaled $1 million for the nine months ended September 30, 2016 and 2015 . SALE OF EQUITY INTEREST IN SPRINGCASTLE JOINT VENTURE On March 31, 2016, we sold our 47% equity interest in the SpringCastle Joint Venture, which owns the SpringCastle Portfolio, to certain subsidiaries of NRZ and Blackstone. See Note 2 for further information on this sale. NRZ is managed by an affiliate of Fortress. Related Party Transactions AFFILIATE LENDING Notes Receivable from Parent and Affiliates Note Receivable from SFI. SFC’s note receivable from SFI is payable in full on May 31, 2022, and SFC may demand payment at any time prior to May 31, 2022; however, SFC does not anticipate the need for additional liquidity during 2016 and does not expect to demand payment from SFI in 2016. The note receivable from SFI totaled $282 million at September 30, 2016 and $389 million at December 31, 2015 . The interest rate for the UPB is the lender’s cost of funds rate, which was 6.16% at September 30, 2016 . Interest revenue on the note receivable from SFI totaled $4 million and $14 million for the three and nine months ended September 30, 2016 , respectively, compared to $5 million and $11 million for the three and nine months ended September 30, 2015 , respectively, which we report in interest income on notes receivable from parent and affiliates. Independence Demand Note. On November 12, 2015, in connection with the closing of the OneMain Acquisition, Springleaf Financial Cash Services, Inc. (“CSI”), SFC’s wholly owned subsidiary, entered into a revolving demand note with Independence (the “Independence Demand Note”), whereby CSI agreed to make advances to Independence from time to time, with an aggregate amount outstanding not to exceed $3.55 billion . Under the Independence Demand Note, Independence is required to use the proceeds of any advance either (i) to fund a portion of the purchase price for the OneMain Acquisition or (ii) for general corporate purposes. The note is payable in full on December 31, 2019, and CSI may demand payment at any time prior to December 31, 2019. Independence may repay the note in whole or in part at any time without premium or penalty. The interest rate for the UPB is the lender’s cost of funds rate, which was 6.16% at September 30, 2016 . On November 12, 2015, Independence borrowed $3.4 billion under the Independence Demand Note. At December 31, 2015, the note receivable from Independence totaled $3.4 billion , which included compounded interest due to CSI. On July 19, 2016, CSI received $344 million from Independence, as a payment of principal and interest on the Independence Demand Note. Additionally, on July 19, 2016, CSI, Independence, and OMFH entered into an Assignment of Intercompany Demand Note (the “Note Assignment”) pursuant to which CSI sold and assigned to OMFH, and OMFH purchased and assumed from CSI, an interest in and to CSI’s right to receive $150 million principal amount outstanding under the Independence Demand Note (the “Original Note”) for a purchase price of $150 million (the “Assignment Purchase Price”). On July 20, 2016, OMFH paid the Assignment Purchase Price to CSI. In connection with the Note Assignment discussed above, Independence exchanged the Original Note for a new intercompany demand note issued to CSI with a maximum borrowing amount not to exceed $3.4 billion (the “Cash Services Note”), and a new intercompany demand note issued to OMFH with a maximum borrowing amount not to exceed $150 million (the “OMFH Note” and together with the Cash Services Note, the “New Notes”). The New Notes provide that no advances shall be made to Independence on or after December 31, 2019 and all principal and interest shall be payable in full on December 31, 2019, unless earlier payment is demanded by CSI or OMFH. At September 30, 2016 , the note receivable from Independence relating to the Cash Services Note totaled $2.9 billion , which included compounded interest due to CSI. Interest revenue on the note receivable from Independence relating to the Cash Services Note totaled $47 million and $139 million , respectively, during the three and nine months ended September 30, 2016 , which we report in interest income on notes receivable from parent and affiliates. OneMain Demand Note. On November 15, 2015, in connection with the closing of the OneMain Acquisition, SFC entered into a revolving demand note (the “OneMain Demand Note”) with OMFH, whereby SFC agreed to make advances to OMFH from time to time, with an aggregate amount outstanding not to exceed $500 million . Under the OneMain Demand Note, OMFH is required to use the proceeds of any advance either (i) exclusively to finance the purchase, origination, pooling, funding or carrying of receivables by OMFH or any of its restricted subsidiaries or (ii) for general corporate purposes. The note is payable in full on December 31, 2024, and SFC may demand payment with five days prior notice. OMFH may repay the note in whole or in part at any time without premium or penalty. The interest rate for the UPB is the lender’s cost of funds rate. At December 31, 2015, no amounts were drawn by OMFH under the note. On July 19, 2016, SFC advanced $400 million to OMFH, under the note. On August 12, 2016, SFC amended the note to increase the maximum amount that may be advanced to $750 million . SFC received $115 million and $ 35 million from OMFH on September 13, 2016 and September 30, 2016, respectively, as payments of principal and interest on the OneMain Demand Note. At September 30, 2016 , the note receivable from OMFH totaled $255 million , which included compounded interest due to SFC. Interest revenue on the note receivable from OMFH totaled $5 million for the three and nine months ended September 30, 2016, which we report in interest income on notes receivable from parent and affiliates. Receivables from Parent and Affiliates At September 30, 2016 and December 31, 2015 , receivables from parent and affiliates totaled $40 million and $9 million , respectively. Receivables from parent and affiliates also included (i) interest receivable on SFC’s note receivable from SFI previously discussed in this Note, (ii) taxes paid by SFC for all entities under the tax sharing agreement, and (iii) expenses paid by a subsidiary of SFC for the benefit of parent and affiliates. Receivables from parent and affiliates at December 31, 2015 are presented net of a payable to SFI of $12 million . Excluding this payable, receivables from parent and affiliates totaled $21 million at December 31, 2015 . Note Payable to Affiliate On December 1, 2015, in connection with the closing of the OneMain Acquisition, OMFH entered into a revolving demand note with SFC, whereby OMFH agreed to make advances to SFC from time to time, with an aggregate amount outstanding not to exceed $500 million . Under the note, SFC is required to use the proceeds of any advance for general corporate purposes. The note is payable in full on December 31, 2024, and OMFH may demand payment with five days prior notice. SFC may repay the note in whole or in part at any time without premium or penalty. The interest rate for the UPB is the lender’s cost of funds rate, which was 6.16% at September 30, 2016 . At September 30, 2016 and December 31, 2015 , no amounts were drawn under the note. Interest expense on the note payable to OMFH was $1 million for the three months ended September 30, 2016 and $7 million for the nine months ended September 30, 2016 , which we report in interest expense. Payables to Parent and Affiliates At September 30, 2016 and December 31, 2015 , payables to parent and affiliates totaled $14 million and $24 million , respectively. At September 30, 2016 and December 31, 2015 , Springleaf Finance Management Corporation (“SFMC”), a subsidiary of SFC, had net payables of $13 million and $19 million , respectively, to Springleaf General Services Corporation (“SGSC”), a subsidiary of SFI, related to the intercompany agreements further discussed below in this Note. At September 30, 2016 and December 31, 2015 , SFMC also had a payable of $1 million to Springleaf Consumer Loan, Inc. (“SCLI”) for internet lending referral fees charged to the branch network. Prior to the SpringCastle Interests Sale, SFI provided servicing of the SpringCastle Portfolio through a master servicing agreement with SpringCastle Holdings, LLC, a subsidiary of SFC. At December 31, 2015 , SpringCastle Holdings LLC’s payable to SFI totaled $4 million . Subsequent to the SpringCastle Interests Sale, SFI continues to act as the servicer of the SpringCastle Portfolio for the SpringCastle Funding Trust. RELATED PARTY LOAN SALE TRANSACTIONS During the second quarter of 2016, Springleaf Consumer Loan, Inc. (“SCLI”), a subsidiary of SFI, entered into loan purchase and sale agreements with certain subsidiaries of SFC pursuant to which SCLI sold certain personal loans with an aggregate UPB at the time of sale of $89 million for an aggregate purchase price of $89 million . SCLI continues to service these loans. During the three and nine months ended September 30, 2016 , SFC recorded $1 million and $2 million of service fee expenses, respectively. INTERCOMPANY AGREEMENTS On December 24, 2012, SGSC, a subsidiary of SFI, entered into the following intercompany agreements with SFMC, a subsidiary of SFC, and with certain other subsidiaries of SFI (collectively, the “Recipients”). SFMC’s net payable to SGSC relating to these agreements totaled $13 million at September 30, 2016 and $ 19 million at December 31, 2015 . Services Agreement SGSC provides the following services to the Recipients: management and administrative services; financial, accounting, treasury, tax, and audit services; facilities support services; capital funding services; legal services; human resources services (including payroll); centralized collections and lending support services; insurance, risk management, and marketing services; and information technology services. The fees payable by each Recipient to SGSC is equal to 100% of the allocated cost of providing the services to such Recipient. SGSC allocates its cost of providing these services among the Recipients and any of the companies to which it provides similar services based on an allocation method defined in the agreement. During the three and nine months ended September 30, 2016 , SFMC recorded $58 million and $183 million , respectively, of service fee expenses, which are included in other operating expenses, compared to $55 million and $156 million for the three and nine months ended September 30, 2015 , respectively. License Agreement The license agreement provides for use by SGSC of SFMC’s information technology systems and software and other related equipment. The monthly license fee payable by SGSC for its use of the information technology systems and software is 100% of the actual costs incurred by SFMC plus a 7.00% margin. The fee payable by SGSC for its use of the related equipment is 100% of the actual costs incurred by SFMC. During the three and nine months ended September 30, 2016 and 2015 , SFMC recorded $1 million and $4 million , respectively, of license fees, which are included as a contra expense to other operating expenses. Building Lease The building lease agreement provides that SFMC will lease six of its buildings to SGSC for an annual rental amount of $4 million , plus additional rental amounts to cover other sums and charges, including real estate taxes, water charges, and sewer rents. During the three and nine months ended September 30, 2016 and 2015 , SFMC recorded $1 million and $3 million , respectively, of rent charged to SGSC, which are included as a contra expense to other operating expenses. |