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 |
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SPRINGLEAF FINANCE CORPORATION |
Condensed Balance Sheets |
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(dollars in thousands) | | | | | | | | | | | |
December 31, | | | 2013 | | 2012 | | | | | | |
| | | | | Revised | | | | | | |
Assets | | | | | | | | | | | |
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Cash and cash equivalents | | | $ | 106,377 | | $ | 507,099 | | | | | | |
Investment in subsidiaries | | | 2,260,363 | | 2,173,068 | | | | | | |
Notes receivable from parent and affiliates | | | 4,076,526 | | 4,830,288 | | | | | | |
Restricted cash | | | 6,620 | | 2,689 | | | | | | |
Other assets | | | 45,474 | | 26,574 | | | | | | |
Total assets | | | $ | 6,495,360 | | $ | 7,539,718 | | | | | | |
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Liabilities and Shareholder’s Equity | | | | | | | | | | | |
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Long-term debt, 5.10% - 8.25%, due 2014 - 2067 | | | $ | 4,728,643 | | $ | 5,734,385 | | | | | | |
Payable to affiliate | | | 70,257 | | 71,762 | | | | | | |
Deferred and accrued taxes | | | 300,379 | | 423,884 | | | | | | |
Other liabilities | | | 67,940 | | 67,105 | | | | | | |
Total liabilities | | | 5,167,219 | | 6,297,136 | | | | | | |
Shareholder’s equity | | | 1,328,141 | | 1,242,582 | | | | | | |
Total liabilities and shareholder’s equity | | | $ | 6,495,360 | | $ | 7,539,718 | | | | | | |
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See Notes to Condensed Financial Statements. |
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SPRINGLEAF FINANCE CORPORATION |
Condensed Statements of Operations and Comprehensive Loss |
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(dollars in thousands) | | | | | | | | | | |
Years Ended December 31, | | | 2013 | | 2012 | | 2011 | | | |
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Interest received from parent and affiliates | | | $ | 366,716 | | $ | 502,274 | | $ | 682,170 | | | |
Interest expense | | | 568,223 | | 778,620 | | 1,015,066 | | | |
Net interest expense | | | (201,507 | ) | (276,346 | ) | (332,896 | ) | | |
Other revenues | | | -42,282 | | (21,769 | ) | 24,223 | | | |
Other expenses | | | 3,312 | | 8,585 | | 1,485 | | | |
Loss before benefit from income taxes and equity in undistributed (overdistributed) net income of subsidiaries | | | (247,101 | ) | (306,700 | ) | (310,158 | ) | | |
Benefit from income taxes | | | (66,612 | ) | (103,241 | ) | (97,340 | ) | | |
Equity in undistributed (overdistributed) net income of subsidiaries | | | 97,849 | | (15,609 | ) | (31,755 | ) | | |
Net loss | | | (82,640 | ) | (219,068 | ) | (244,573 | ) | | |
Other comprehensive income (loss), net of tax | | | 2,199 | | 52,969 | | (24,379 | ) | | |
Comprehensive loss | | | $ | (80,441 | ) | (166,099 | ) | (268,952 | ) | | |
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See Notes to Condensed Financial Statements. |
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SPRINGLEAF FINANCE CORPORATION |
Condensed Statements of Cash Flows |
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(dollars in thousands) | | | | | | | | | | |
Years Ended December 31, | | | 2013 | | 2012 | | 2011 | | | |
| | | | | Revised | | Revised | | | |
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Net cash provided by (used for) operating activities | | | $ | 114,928 | | $ | 278,088 | | $ | (170,204 | ) | | |
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Cash flows from investing activities | | | | | | | | | | |
Capital contributions to subsidiaries, net of return of capital | | | (14,771 | ) | 6,917 | | (30,001 | ) | | |
Change in demand notes receivable from parent and affiliates | | | 1,668,041 | | 2,828,359 | | 2,671,178 | | | |
Cash advances on master notes with parent and affiliates | | | (1,822,568 | ) | (459,747 | ) | (240,676 | ) | | |
Principal collections received on master notes with parent and affiliates | | | 897,978 | | 178,955 | | 23,046 | | | |
Net cash provided by investing activities | | | 728,680 | | 2,554,484 | | 2,423,547 | | | |
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Cash flows from financing activities | | | | | | | | | | |
Proceeds from issuance of long-term debt, net of commissions | | | 493,806 | | - | | - | | | |
Repayment of long-term debt | | | (1,757,901 | ) | (2,541,877 | ) | (2,986,398 | ) | | |
Proceeds from note payable to affiliate | | | - | | 1,407 | | 60,000 | | | |
Repayment of note payable to affiliate | | | (1,235 | ) | (338 | ) | (44,254 | ) | | |
Capital contributions from parent | | | 21,000 | | 21,000 | | 10,500 | | | |
Dividends | | | - | | - | | (45,000 | ) | | |
Net cash used for financing activities | | | (1,244,330 | ) | (2,519,808 | ) | (3,005,152 | ) | | |
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Net change in cash and cash equivalents | | | (400,722 | ) | 312,764 | | (751,809 | ) | | |
Cash and cash equivalents at beginning of period | | | 507,099 | | 194,335 | | 946,144 | | | |
Cash and cash equivalents at end of period | | | $ | 106,377 | | $ | 507,099 | | $ | 194,335 | | | |
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See Notes to Condensed Financial Statements. |
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SPRINGLEAF FINANCE CORPORATION |
Notes to Condensed Financial Statements |
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1. Accounting Policies |
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Springleaf Finance Corporation (“SFC”) records its investments in subsidiaries at cost plus the equity in undistributed (overdistributed) comprehensive 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 SFC’s consolidated financial statements. |
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2. Related Party Transactions |
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Notes Receivable from Parent and Affiliates |
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Notes receivable from parent and affiliates consisted of the following: |
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(dollars in thousands) | | | | | | | | | | | |
December 31, | | 2013 | | 2012 | | | | | | | |
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Demand notes receivable from parent and affiliates | | $ | 2,070,887 | | $ | 3,758,539 | | | | | | | |
Master notes with parent and affiliates | | 2,005,639 | | 1,071,749 | | | | | | | |
Total | | $ | 4,076,526 | | $ | 4,830,288 | | | | | | | |
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SFC provides funding to its parent, Springleaf Finance, Inc. (“SFI”) and to most of its finance subsidiaries for lending activities. SFC charges SFI and these subsidiaries for this funding based on SFC’s weighted average interest rate on its long-term debt plus a spread, as specified in the note agreements. |
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Payable to Affiliate |
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Payable to affiliate reflects cash transactions that were paid by an affiliate on behalf of SFC. No interest was charged for these transactions. |
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Dividends from Subsidiaries |
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SFC received cash dividends from subsidiaries of $172.0 million in 2013, $238.8 million in 2012, and $45.0 million in 2011. |
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3. Long-term Debt |
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Principal maturities of long-term debt at December 31, 2013 were as follows: |
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(dollars in thousands) | | | | | | | | | | | | |
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2014 | | $ | 356,052 | | | | | | | | | | |
2015 | | 797,254 | | | | | | | | | | |
2016 | | 375,000 | | | | | | | | | | |
2017 | | 2,379,337 | | | | | | | | | | |
2018 | | - | | | | | | | | | | |
2019+ | | 1,600,000 | | | | | | | | | | |
Total | | $ | 5,507,643 | | | | | | | | | | |
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Guarantee Agreements |
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On December 30, 2013, Springleaf Holdings, Inc (“SHI”), the indirect parent of SFC, 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 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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4. Subsidiary Debt Guarantee |
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One SFC subsidiary is required to maintain a $1.0 million direct committed line of credit to comply with state regulations. SFC guarantees any borrowings under this line of credit. The subsidiary has not borrowed under this line of credit. |
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One SFC subsidiary is required to maintain a $100,000 direct committed line of credit to comply with state regulations. The subsidiary has not borrowed under this line of credit. |
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SFC guarantees the bank borrowings of CommoLoCo, Inc., SFC’s consumer financial services subsidiary that conducts business in Puerto Rico and the U.S. Virgin Islands. SFC would be required to repay this debt if CommoLoCo, Inc.’s cash flows from operations and new debt issuances become inadequate. At December 31, 2013 and 2012, CommoLoCo, Inc. had no bank borrowings outstanding. |
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5. Prior Period Revisions |
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In preparing the annual consolidated financial statements of SFC and its subsidiaries for the year ended December 31, 2013, we identified certain out-of-period errors. In addition to these errors, we previously recorded and disclosed out-of-period adjustments in prior reporting periods when the errors were discovered. As a result, we revised all previously reported periods included in the consolidated financial statements of SFC and its subsidiaries. The effect of these revisions decreased net loss by $1.6 million in 2012 and increased net loss by $19.9 million in 2011. At September 30, 2013, the cumulative effect of these revisions decreased shareholder’s equity by $20.7 million, decreased total consolidated assets by $17.6 million, and increased total consolidated liabilities by $3.1 million. For further information on these revisions, please refer to Note 25 of the Notes to Consolidated Financial Statements in SFC’s Annual Report on Form 10-K for the year ended December 31, 2013. |
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The errors noted above also had an impact on SFC’s condensed financial statements which were issued for the years ended December 31, 2012 and 2011. In addition to the errors noted above, additional errors specific to the parent only condensed financial statements were also identified. These errors related to the failure to appropriately account for purchase accounting adjustments, classification errors and treatment of intercompany transactions between the parent and subsidiaries. |
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As a result, we have revised all previously reported periods included in this report. We have corrected the errors identified in the fourth quarter of 2013 and have included these corrections in the appropriate prior periods. Similarly, we have reversed all out-of period adjustments previously recorded and disclosed, and have included the adjustments in the appropriate periods. After evaluating the quantitative and qualitative aspects of these corrections, we have determined that our previous annual condensed financial statements were not materially misstated. |
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Revised Condensed Balance Sheet |
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The following table presents the amounts previously reported in our condensed balance sheet and the corresponding revised amounts. |
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| | At December 31, 2012 | | | | | | | |
(dollars in thousands) | | As Reported | | As Revised | | | | | | | |
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Assets | | | | | | | | | | | |
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Cash and cash equivalents | | $ | 507,099 | | $ | 507,099 | | | | | | | |
Investment in subsidiaries | | 2,413,015 | | 2,173,068 | | | | | | | |
Notes receivable from parent and affiliates | | 5,237,816 | | 4,830,288 | | | | | | | |
Restricted cash | | - | | 2,689 | | | | | | | |
Other assets | | 43,120 | | 26,574 | | | | | | | |
Total assets | | $ | 8,201,050 | | $ | 7,539,718 | | | | | | | |
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Liabilities and Shareholder’s Equity | | | | | | | | | | | |
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Long-term debt, 5.10% - 8.25%, due 2014 - 2067 | | $ | 5,710,729 | | $ | 5,734,385 | | | | | | | |
Payable to parent and affiliate | | 465,262 | | 71,762 | | | | | | | |
Deferred and accrued taxes | | 694,761 | | 423,884 | | | | | | | |
Other liabilities | | 67,105 | | 67,105 | | | | | | | |
Total liabilities | | 6,937,857 | | 6,297,136 | | | | | | | |
Shareholder’s equity | | 1,263,193 | | 1,242,582 | | | | | | | |
Total liabilities and shareholder’s equity | | $ | 8,201,050 | | $ | 7,539,718 | | | | | | | |
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Revised Condensed Statements of Operations and Comprehensive Loss |
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The following table presents the amounts previously reported in our condensed statements of operations and comprehensive loss and the corresponding revised amounts. |
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| | Year Ended | | Year Ended | |
| | December 31, 2012 | | December 31, 2011 | |
(dollars in thousands) | | As Reported | | As Revised | | As Reported | | As Revised | |
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Interest received from parent and affiliates | | $ | 502,106 | | $ | 502,274 | | $ | 682,026 | | $ | 682,170 | |
Interest expense | | 481,509 | | 778,620 | | 584,874 | | 1,015,066 | |
Net interest income (expense) | | 20,597 | | (276,346 | ) | 97,152 | | (332,896 | ) |
Other revenues | | 264,483 | | (21,769 | ) | 72,205 | | 24,223 | |
Other expenses | | 8,585 | | 8,585 | | 1,485 | | 1,485 | |
Income (loss) before provision for (benefit from) income taxes and equity in undistributed (overdistributed) net income of subsidiaries | | 276,495 | | (306,700 | ) | 167,872 | | (310,158 | ) |
Provision for (benefit from) income taxes | | 6,181 | | (103,241 | ) | 36,005 | | (97,340 | ) |
Equity in undistributed (overdistributed) net income of subsidiaries | | (491,000 | ) | (15,609 | ) | (356,590 | ) | (31,755 | ) |
Net loss | | (220,686 | ) | (219,068 | ) | (224,723 | ) | (244,573 | ) |
Other comprehensive income (loss), net of tax * | | - | | 52,969 | | - | | (24,379 | ) |
Comprehensive loss * | | $ | (220,686 | ) | $ | (166,099 | ) | $ | (224,723 | ) | $ | (268,952 | ) |
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* Other comprehensive income (loss), net of tax and comprehensive loss were incorrectly excluded from the condensed statements of operations and comprehensive loss for the years ended December 31, 2012 and 2011. |
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Revised Condensed Statements of Cash Flows |
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The following table presents the amounts previously reported in our condensed statements of cash flows and the corresponding revised amounts. |
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| | Year Ended | | Year Ended | |
| | December 31, 2012 | | December 31, 2011 | |
(dollars in thousands) | | As Reported | | As Revised | | As Reported | | As Revised | |
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Net cash provided by (used for) operating activities | | $ | 307,405 | | $ | 278,088 | | $ | (166,156 | ) | $ | (170,204 | ) |
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Cash flows from investing activities | | | | | | | | | |
Capital contributions to subsidiaries, net of return of capital | | (118,996 | ) | 6,917 | | (44,559 | ) | (30,001 | ) |
Change in receivable from parent and affiliates | | 2,462,267 | | - | | 3,120,178 | | - | |
Change in demand notes receivable from parent and affiliates | | (282,297 | ) | 2,828,359 | | (192,885 | ) | 2,671,178 | |
Cash advances on master notes with parent and affiliates | | - | | (459,747 | ) | - | | (240,676 | ) |
Principal collections received on master notes with parent and affiliates | | - | | 178,955 | | - | | 23,046 | |
Net cash provided by investing activities | | 2,060,974 | | 2,554,484 | | 2,882,734 | | 2,423,547 | |
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Cash flows from financing activities | | | | | | | | | |
Repayment of long-term debt | | (2,541,877 | ) | (2,541,877 | ) | (3,034,580 | ) | (2,986,398 | ) |
Change in short-term debt | | 465,262 | | - | | (399,307 | ) | - | |
Proceeds from note payable to affiliate | | - | | 1,407 | | - | | 60,000 | |
Repayment of note payable to affiliate | | - | | (338 | ) | - | | (44,254 | ) |
Capital contributions from parent | | 21,000 | | 21,000 | | 10,500 | | 10,500 | |
Dividends | | - | | - | | (45,000 | ) | (45,000 | ) |
Net cash used for financing activities | | (2,055,615 | ) | (2,519,808 | ) | (3,468,387 | ) | (3,005,152 | ) |
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Net change in cash and cash equivalents | | 312,764 | | 312,764 | | (751,809 | ) | (751,809 | ) |
Cash and cash equivalents at beginning of period | | 194,335 | | 194,335 | | 946,144 | | 946,144 | |
Cash and cash equivalents at end of period | | $ | 507,099 | | $ | 507,099 | | $ | 194,335 | | $ | 194,335 | |
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