S-1/A

As filed with the Securities and Exchange Commission on October 1, 2013.

Registration No. 333-190653

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

Amendment No. 2

to

FORM S-1

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

SPRINGLEAF HOLDINGS, LLC

(Exact name of registrant as specified in its charter)

Delaware	6141	27-3379612
(State or Other Jurisdiction of Incorporation or Organization)	(Primary Standard Industrial Classification Code Number)	(I.R.S. Employer Identification No.)

601 N.W. Second Street

Evansville, IN 47708

(812) 424-8031

(Address, Including Zip Code, and Telephone Number, Including Area Code, of Registrant’s Principal Executive Offices)

Scott D. McKinlay, Esq.

Springleaf Holdings, LLC

601 N.W. Second Street

Evansville, IN 47708

(812) 424-8031

(Name, Address, Including Zip Code, and Telephone Number, Including Area Code, of Agent For Service)

Copies to:

Gregory A. Fernicola, Esq. Joseph A. Coco, Esq. Skadden, Arps, Slate, Meagher & Flom LLP Four Times Square New York, New York 10036-6522 (212) 735-3000 Richard D. Truesdell, Jr. Esq. Davis Polk & Wardwell LLP 450 Lexington Avenue New York, New York 10017 (212) 450-4000

Approximate date of commencement of proposed sale to the public: As soon as practicable after the effective date of this registration statement.    þ

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, check the following box:    ¨

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.    ¨

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.    ¨

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.    ¨

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

Large accelerated filer  ¨	Accelerated filer  ¨	Non-accelerated filer  þ	Smaller reporting company   ¨
	(Do not check if a smaller reporting company)

CALCULATION OF REGISTRATION FEE

Title of each class of securities to be registered	Proposed maximum aggregate offering price(1)(2)	Registration Fee Amount(3)
Common Stock, $0.01 par value	$50,000,000	$6,820

(1) Estimated solely for the purpose of computing the registration fee pursuant to Rule 457(o) under the Securities Act of 1933, as amended.

(2) Includes offering price of shares that the underwriters have the option to purchase pursuant to their over-allotment option.

(3) A registration fee in the amount of $58,050 was previously paid by Springleaf REIT Inc., the registrant’s indirect wholly owned subsidiary, in connection with the filing of a Registration Statement on Form S-11 (Registration No. 333-174208) on May 13, 2011. Pursuant to Rule 457(p) under the Securities Act, the filing fee of $58,050 previously paid by Springleaf REIT Inc. is being used to offset the filing fee of $6,820 required for the filing of this Registration Statement.

The Registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the Registrant shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or until the Registration Statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant to said Section 8(a), may determine.

The information in this preliminary prospectus is not complete and may be changed. We and the selling stockholders may not sell these securities until the registration statement filed with the Securities and Exchange Commission is effective. This preliminary prospectus is not an offer to sell these securities and it is not soliciting an offer to buy these securities in any state where the offer or sale is not permitted.

SUBJECT TO COMPLETION, DATED OCTOBER 1, 2013

PRELIMINARY PROSPECTUS

                    Shares

Springleaf Holdings, Inc.

(currently named Springleaf Holdings, LLC)

Common Stock

$         Per Share

This is an initial public offering of common stock of Springleaf Holdings, Inc. (“Springleaf”) We are selling             shares of our common stock. The selling stockholders identified in this prospectus are offering                  shares of Springleaf common stock. We will not receive any proceeds from the sale of shares of common stock by the selling stockholders. After this offering, Springleaf Financial Holdings, LLC, an entity owned primarily by a private equity fund managed by an affiliate of Fortress Investment Group LLC (“Fortress”), will own approximately     % of our common stock, or     % if the underwriters’ over-allotment option is fully exercised.

We expect the public offering price to be between $         and $         per share. Currently, no public market exists for the shares. We intend to apply to list our shares of common stock on the New York Stock Exchange (“NYSE”) under the symbol “LEAF.”

Investing in our common stock involves risks. See “Risk Factors” beginning on page 15 to read about certain factors you should consider before buying our common stock.

	Per Share		Total
Public Offering Price		$		$
Underwriting Discount(1)		$		$
Proceeds Before Expenses to Us		$		$
Proceeds Before Expenses to the Selling Stockholders		$		$

(1) The underwriters will receive compensation in addition to the underwriting discount. See “Underwriting.”

We have granted the underwriters the right to purchase up to             additional shares of common stock, at the public offering price, less the underwriting discount, for the purpose of covering over-allotments.

Neither the Securities and Exchange Commission (the “SEC”) nor any state securities commission has approved or disapproved of these securities or passed upon the adequacy or accuracy of this prospectus. Any representation to the contrary is a criminal offense.

The underwriters expect to deliver the shares of common stock against payment on or about             , 2013.

BofA Merrill Lynch Barclays Citigroup Credit Suisse

The date of this prospectus is             , 2013.

TABLE OF CONTENTS

Prospectus Summary	1
Risk Factors	15
Forward-Looking Statements	38
Use of Proceeds	40
Capitalization	41
Dilution	42
Dividend Policy	44
Selected Historical Consolidated Financial Data	45
Management’s Discussion and Analysis of Financial Condition and Results of Operations	49
Quantitative and Qualitative Disclosures About Market Risk	87
Business	88
Management	101
Principal and Selling Stockholders	127
Certain Relationships and Related Party Transactions	128
Description of Indebtedness	133
Description of Capital Stock	138
Shares Eligible for Future Sale	144
Certain United States Federal Income Tax Considerations for Non-U.S. Holders of Common Stock	146
Underwriting	148
Legal Matters	156
Experts	156
Market and Industry Data and Forecasts	156
Where You Can Find More Information	156
Disclosure of Commission Position on Indemnification for Securities Act Liabilities	157
Index to Consolidated Financial Statements	F-1

You should rely only on the information contained in this prospectus and any free writing prospectus prepared by us or on our behalf that we have referred you to. We, the selling stockholders and the underwriters have not authorized anyone to provide you with additional or different information. If anyone provides you with additional, different or inconsistent information, you should not rely on it. We are not making an offer of these securities in any state, country or other jurisdiction where the offer is not permitted. You should not assume that the information in this prospectus or any free writing prospectus is accurate as of any date other than the date of the applicable document regardless of its time of delivery or the time of any sales of our common stock. Our business, financial condition, results of operations or cash flows may have changed since the date of the applicable document.

Certain of the states in which we are licensed to originate loans and the state in which our insurance subsidiaries are domiciled (Indiana) have laws or regulations which require regulatory approval for the acquisition of “control” of regulated entities. Under some state laws or regulations, there exists a presumption of “control” when an acquiring party acquires as little as 10% of the voting securities of a regulated entity or of a company which itself controls (directly or indirectly) a regulated entity (the threshold is 10% under Indiana’s insurance statutes). Therefore, any person acquiring 10% or more of our common stock may need the prior approval of some state insurance and/or licensing regulators, or a determination from such regulators that “control” has not been acquired.

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NON-GAAP FINANCIAL MEASURES

As of June 30, 2013, our segments include: Consumer, Insurance, Portfolio Acquisitions, and Real Estate. Management considers Consumer, Insurance, and Portfolio Acquisitions to be our Core Consumer Operations and Real Estate as our Non-Core Portfolio.

We present pretax core earnings (loss), as described under “Prospectus Summary—Summary Historical Consolidated Financial Data,” as a non-GAAP financial measure in this prospectus. Pretax core earnings (loss) is a key performance measure used by management in evaluating the performance of our Core Consumer Operations. Pretax core earnings (loss) represents our income (loss) before provision for (benefit from) income taxes on a historical accounting basis, and excludes results of operations from our Real Estate segment and other non-core, non-originating legacy operations, restructuring expenses related to our Consumer and Insurance segments, gains (losses) associated with accelerated long-term debt repayment and repurchases of long-term debt, and impact from change in accounting estimate and results of operations attributable to non-controlling interests. Pretax core earnings (loss) is a non-GAAP measure and should be considered in addition to, but not as a substitute for or superior to, operating income, net income, operating cash flow and other measures of financial performance prepared in accordance with generally accepted accounting principles in the United States (“GAAP”). Under “Prospectus Summary—Summary Historical Consolidated Financial Data” herein, we include a quantitative reconciliation from income (loss) before provision for (benefit from) income taxes on a historical accounting basis to pretax core earnings (loss).

We also present our segment financial information on a historical accounting basis (a non-GAAP measure using the same accounting basis that we employed prior to the Fortress Acquisition (described in this prospectus)). This presentation provides us and other interested third parties a consistent basis to better understand our operating results. This presentation is not in accordance with, or a substitute for, GAAP and may be different from, or inconsistent with, non-GAAP financial measures used by other companies. See Note 24 of the Notes to Consolidated Financial Statements for the year ended December 31, 2012 and Note 17 of the Notes to Unaudited Condensed Consolidated Financial Statements for the six months ended June 30, 2013 in each case, included elsewhere in this prospectus, for reconciliations of segment information on a historical accounting basis to consolidated financial statement amounts.

We present income (loss) before provision for (benefit from) income taxes—historical basis of accounting, as described under “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” as a non-GAAP financial measure in this prospectus. Income (loss) before provision for (benefit from) income taxes—historical basis of accounting is a non-GAAP measure and should be considered in addition to, but not as a substitute for or superior to, operating income, net income, operating cash flow and other measures of financial performance prepared in accordance with GAAP. Under “Management’s Discussion and Analysis of Financial Condition and Results of Operations” herein, we include a quantitative reconciliation from our income (loss) before provision for (benefit from) income taxes on a push-down accounting basis to income (loss) before provision for (benefit from) income taxes—historical accounting basis.

ii

PROSPECTUS SUMMARY

This summary highlights information contained elsewhere in this prospectus. It may not contain all the information that may be important to you. You should read this entire prospectus carefully, including the sections entitled “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and our financial statements and the related notes included elsewhere in this prospectus, before making a decision to purchase our common stock. Some information in this prospectus contains forward-looking statements. See “Forward-Looking Statements.”

Springleaf Holdings, Inc. (“SHI”) is a newly-formed Delaware corporation that has not, to date, conducted any activities other than those incident to its formation and the preparation of the registration statement of which this prospectus forms a part. Unless the context suggests otherwise, references in this prospectus to “Springleaf,” the “Company,” “we,” “us,” and “our” refer to Springleaf Finance, Inc. (“SFI”) and its consolidated subsidiaries prior to the consummation of the Restructuring (as defined below), and to SHI and its consolidated subsidiaries after the consummation of the Restructuring. References in this prospectus to “Fortress” refer to Fortress Investment Group LLC. All amounts in this prospectus are expressed in U.S. dollars, except where noted, and the financial statements have been prepared in accordance with GAAP.

Business Overview

Springleaf is a leading consumer finance company providing responsible loan products to customers through our nationwide branch network and through iLoan, our internet lending division. We have a nearly 100-year track record of high quality origination, underwriting and servicing of personal loans, primarily to non-prime consumers. Our deep understanding of local markets and customers, together with our proprietary underwriting process and data analytics, allow us to price, manage and monitor risk effectively through changing economic conditions. With an experienced management team, a strong balance sheet, proven access to the capital markets and strong demand for consumer credit, we believe we are well positioned for future growth.

We staff each of our 834 branch offices with local, well-trained personnel who have significant experience in the industry and with Springleaf. Our business model revolves around an effective origination, underwriting and servicing process that leverages each branch office’s local presence in these communities along with the personal relationships developed with our customers. Credit quality is also driven by our long-standing underwriting philosophy, which takes into account each prospective customer’s household budget, and his or her willingness and capacity to repay the loan. Our extensive network of branches and expert personnel is complemented by our internet lending division, known as iLoan. Formed at the beginning of this year, our iLoan division allows us to reach customers located outside our branch footprint and to more effectively process applications from customers within our branch footprint who prefer the convenience of online transactions.

In connection with our personal loan business, our two captive insurance subsidiaries offer our customers credit and non-credit insurance policies covering our customers and the property pledged as collateral for our personal loans.

In addition, we pursue strategic acquisitions of loan portfolios through our Springleaf Acquisitions division, which we service through our centralized servicing operation. As part of this strategy, we recently acquired, through a joint venture in which we own a 47% equity interest, a $3.9 billion consumer loan portfolio from HSBC Finance Corporation and certain of its affiliates (collectively, “HSBC”), which we refer to as the “SpringCastle Portfolio.” Through the acquisition of the SpringCastle Portfolio and other similar acquisitions, we expect to achieve a meaningful return on our investment as well as receive a stable servicing fee income stream. We also intend to pursue fee-based opportunities in servicing loans for others through our centralized servicing operation.

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Industry and Market Overview

We operate in the consumer finance industry serving the large and growing population of consumers who have limited access to credit from banks, credit card companies and other lenders. According to Experian PLC, as of June 30, 2013, the U.S. consumer finance industry has grown to approximately $2.9 trillion of outstanding borrowings in the form of personal loans, vehicle loans and leases, credit cards, home equity lines of credit and student loans. According to the Federal Deposit Insurance Corporation, there were approximately 51 million adults living in under-banked households in the United States in 2011. Furthermore, difficult economic conditions in recent years have resulted in an increase in the number of non-prime consumers in the United States.

This industry’s traditional lenders have recently undergone fundamental changes, forcing many to retrench and in some cases to exit the market altogether. Tightened credit requirements imposed by banks, credit card companies, and other traditional lenders that began during the recession of 2008-2009 have further reduced the supply of consumer credit for non-prime borrowers. In addition, we believe that recent regulatory developments create a dis-incentive for these lenders to resume or support these lending activities. As a result, while the number of non-prime consumers in the United States has grown in recent years, the supply of consumer credit to this demographic has contracted. We believe this large and growing number of potential customers in our target market, combined with the decline in available consumer credit, provides an attractive market opportunity for our business model.

Installment lending to non-prime consumers is one of the most highly fragmented sectors of the consumer finance industry. We believe that installment loans made by competitors that we track are presently provided through approximately 5,000 individually-licensed finance company branches in the United States. We are one of the few remaining national participants in the consumer installment lending industry still servicing this large and growing population of non-prime customers. Our iLoan division, combined with the capabilities resident in our national branch system, provides an effective nationwide platform to efficiently and responsibly address this growing market of consumers. We believe we are, therefore, well-positioned to capitalize on the significant growth and expansion opportunity created by the large supply-demand imbalance within our industry.

Competitive Strengths

Extensive Branch Network.    We believe that our branch network is a major competitive advantage and distinguishes us from our competitors. We operate one of the largest consumer finance branch networks in the United States, serving our customers through 834 branches in 26 states. Our branch network is the foundation of our relationship-driven business model and is the product of decades of thoughtful market identification and profitability analysis. It provides us with a proven distribution channel for our personal loan and insurance products, allowing us to provide same-day fulfillment to approved customers and giving us a distinct competitive advantage over many industry participants who do not have—and cannot replicate without significant investment—a similar nationwide footprint.

High Quality Underwriting Supported by Proprietary Analytics.    Our branch managers have on average 12 years of experience with us and, together with their branch staff, have substantial local market knowledge and experience to complement their long-term relationships with millions of our current and former customers. We believe the loyalty and tenure of our employees have allowed us to build a consistent and deeply-engrained underwriting culture that produces consistently well-underwritten loans. In addition, we support and leverage the knowledge that our employees have accumulated about our customers through our proprietary technology, data analytics and decisioning tools, which enhance the quality of our lending and servicing processes. Since the decentralized branch network introduces the potential for greater variation in the application of the Company’s underwriting guidelines, we place district and regional managers in the field to review branch loan underwriting decisions to minimize variations among branches and reduce the potential for heightened delinquencies and charge-offs.

2

High-Touch Relationship-Based Servicing.    Our extensive branch network enables high-touch, relationship-based loan servicing, which we believe is a major component of superior loan performance. Our branch office employees typically live and work in the communities they serve and are often on a first-name basis with our customers. We believe that this high-touch, relationship-based servicing model distinguishes us from our competitors and allows us to react more quickly and efficiently in the event a borrower shows signs of financial or other distress.

Industry-Leading Loan Performance.    We believe that we have historically experienced lower default and delinquency rates than the non-prime consumer finance industry as a whole. This superior level of loan performance has been achieved through the consistent application of time-tested underwriting standards, leveraging the relationships between our branch employees and our customers, and fostering a business owner mindset among our branch managers. In addition, we utilize highly effective, internally developed proprietary risk scoring models and monitoring systems. These models and systems have been developed using performance and customer data from our long history of lending to millions of consumers.

Proven Access to Diversified Funding Sources.    We have the proven ability to finance our businesses from a diversified source of capital and funding, including cash flow from operations and financings in the capital markets in the form of personal loan and mortgage loan securitizations. Earlier this year we demonstrated the ability to attract capital markets funding for our personal loan business by completing two securitizations, a first for our industry in 15 years. We expect to continue to expand this securitization program that locks in our funding for loan originations for multiple years. Over the last several years, we have also demonstrated the ability to replace maturing unsecured debt with lower-cost, non-recourse securitization debt backed by our legacy real estate loan portfolio. We further expanded our available financing alternatives in May 2013 by re-entering the unsecured debt market, our first unsecured note issuance in six years. In addition, we have significant unencumbered assets to support future corporate lines of credit giving us added financial flexibility. Finally, we have one of the largest equity capital bases of any U.S. consumer finance company not affiliated with a bank or an auto or equipment manufacturer, which positions us well to continue the growth in our business and to make appropriate investments in technology, compliance and data analytics.

Experienced Management Team.    Our management team consists of highly talented individuals with significant experience in the consumer finance industry. Their industry experience and complementary backgrounds have enabled us to grow revenue from our Core Consumer Operations (defined in “—Summary Historical Consolidated Financial Data”) by 63% during the first half of 2013 compared to the same period in 2012. Our Chief Executive Officer, Jay Levine, has 29 years of experience in the finance industry, and our senior management team has on average over 25 years of experience across the financial services and consumer finance industries.

Our Strategy

The retreat of banks and other consumer finance companies from the non-prime consumer lending industry positions us as one of the few remaining large independent consumer finance companies able to capitalize on those opportunities. We intend to grow our consumer loan portfolio, expand our products and channels and develop additional portfolio acquisition and servicing fee opportunities. Our growth strategy centers around three broad initiatives:

Drive Revenue Growth through our Extensive Branch Network.    We intend to continue increasing same-store revenues by capitalizing on opportunities to offer our existing customers new products as their credit needs evolve and by refining our existing marketing programs and actively developing new marketing channels, particularly online search and social media. We will continue to expand “turn-down” programs with higher credit-tier lenders to refer to us certain applicants who do not meet the requirements of their underwriting programs, and we will continue growing our successful merchant referral program under which we provide an incentive to retailers for referring customers to us for loans to purchase goods or services.

3

Drive Revenue Increases through New Channels and Acquisitions.    Through the introduction of new channels and portfolio acquisitions, we seek to grow our loan originations and revenue.

— Internet Lending.    In 2013, we expanded our business model and began originating personal loans on a centralized basis through iLoan, our internet lending division, which allows us to reach customers outside of our current geographic footprint. In addition to reaching new customers, the internet channel allows us to more effectively serve customers who are accustomed to the convenience of online transactions. Once fully developed, we expect iLoan to be able to provide internet lending access on a 24/7 basis in 46 states.

— Portfolio Acquisitions.    To build our consumer loan portfolio beyond our branch and internet businesses, we formed Springleaf Acquisitions, a separate division focused on the strategic acquisition of consumer loan portfolios that meet our investment return thresholds. We have a broad range of relationships with institutional sellers, Wall Street intermediaries and financial sponsors, including Fortress, through which we receive numerous requests to review potential acquisition opportunities. We expect to make additional acquisitions similar to our recent acquisition of the $3.9 billion SpringCastle Portfolio.

Pursue Fee Income Opportunities.    Our centralized servicing operation, known as Springleaf Servicing Solutions, gives us a dynamic platform covering all 50 states with which to pursue additional fee opportunities servicing the loans of others. We believe we are among a few platforms with nation-wide coverage offering third-party fee-based servicing for consumer loans. With the increasing cost of regulatory compliance in the consumer finance sector, we expect smaller third-party servicers will be challenged to make the necessary investments in technology and compliance. Finally, by combining the capital commitment capability of Springleaf Acquisitions with the servicing capability of Springleaf Servicing Solutions, we are able to offer third parties a greater alignment of interests. We expect, therefore, to be able to leverage our recent SpringCastle Portfolio acquisition into additional servicing fee opportunities.

Our History and Corporate Information

In November 2010, an affiliate of Fortress indirectly acquired an 80% economic interest in SFI from an affiliate of American International Group, Inc. (“AIG”). This transaction is referred to in this prospectus as the Fortress Acquisition. AIG indirectly retained a 20% economic interest in SFI. All of the common stock of Springleaf Finance Corporation (“SFC”) is owned by SFI.

SFC was incorporated in Indiana in 1927 as successor to a business started in 1920. SFI was incorporated in Indiana in 1974. SHI (currently named Springleaf Holdings, LLC) was recently organized in Delaware for the purpose of effecting this offering. Prior to the completion of this offering, through a series of restructuring transactions, Springleaf Financial Holdings, LLC (the “Initial Stockholder”) and certain of our executive officers (the “selling stockholders”) will own 100% of the equity interests in SHI, the issuer of the common stock offered hereby, and SHI will own 100% of the equity interests of SFI (the “Restructuring”).

As part of a strategic effort to reposition the company and to renew focus on the personal loan business, we initiated a number of restructuring activities during the first half of 2012, including the following: (1) ceased originating real estate loans nationwide and in the United Kingdom; (2) ceased retail sales financing; (3) consolidated certain branch operations resulting in closure of 231 branch offices. As a result of these initiatives, we reduced our workforce in our branch operations and at our Evansville, Indiana headquarters, and operations in the United Kingdom by 820 employees.

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Our executive offices are located at 601 N.W. Second Street, Evansville, Indiana 47708, and our telephone number is (812) 424-8031. Our website address is www.SpringleafFinancial.com. The information on our website is not a part of this prospectus.

Our Principal Stockholders

Immediately following the completion of this offering, the Initial Stockholder will own approximately         % of our outstanding common stock, or         % if the underwriters’ over-allotment option is fully exercised. This level of share ownership is sufficient to control the vote on matters and transactions requiring stockholder approval. The Initial Stockholder is owned primarily by a private equity fund managed by an affiliate of Fortress, a leading global investment manager that offers alternative and traditional investment products, and by a subsidiary of AIG. See “Risk Factors—Risks Related to Our Organization and Structure” and “Principal Stockholder.”

Ownership Structure

Set forth below is the ownership structure of Springleaf Holdings, Inc. and its subsidiaries upon consummation of the Restructuring and this offering.

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SUMMARY HISTORICAL CONSOLIDATED FINANCIAL DATA

The following tables summarize the consolidated financial information of SFI. SHI is a newly-formed Delaware corporation that has not, to date, conducted any activities other than those incident to its formation and the preparation of the registration statement of which this prospectus forms a part, which have been deemed immaterial and therefore are not presented in the summary historical consolidated financial data. Upon completion of the Restructuring, SHI will own 100% of the equity interests in SFI. The summary consolidated statement of operations data for the eleven months ended November 30, 2010, for the one month ended December 31, 2010 and for the years ended December 31, 2011 and 2012 and the summary consolidated balance sheet data as of December 31, 2011 and 2012 have been derived from our audited financial statements included elsewhere in this prospectus. The consolidated balance sheet data as of December 31, 2010 has been derived from our audited financial statements not included in this prospectus. The summary consolidated statement of operations data for the six months ended June 30, 2012 and 2013 and the summary consolidated balance sheet data as of June 30, 2013 have been derived from our unaudited financial statements included elsewhere in this prospectus.

The unaudited financial statements have been prepared on the same basis as the audited financial statements and, in the opinion of our management, include all adjustments necessary for a fair presentation of the information set forth herein. Operating results for the six months ended June 30, 2013 are not necessarily indicative of the results that may be expected for the year ending December 31, 2013 or for any future period. Results for the six months ended June 30, 2013 include the SpringCastle Portfolio, which we acquired on April 1, 2013 through a newly-formed joint venture in which we own a 47% equity interest and consolidate in our financial statements. The summary financial data should be read in conjunction with “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and our audited and unaudited consolidated financial statements and related notes included elsewhere in this prospectus.

As a result of the Fortress Acquisition, a new basis of accounting was established and, for accounting purposes, the old entity (the “Predecessor Company”) was terminated and a new entity (the “Successor Company”) was created. This distinction is made throughout this prospectus through the inclusion of a vertical black line between the Successor Company and the Predecessor Company columns. Due to the nature of the Fortress Acquisition, we revalued our assets and liabilities based on their fair values at the date of the Fortress Acquisition in accordance with business combination accounting standards (“push-down accounting”), which resulted in a $1.5 billion bargain purchase gain for the one month ended December 31, 2010. Push-down accounting also affected and continues to affect, among other things, the carrying amount of our finance receivables and long-term debt, our finance charges on our finance receivables and related yields, our interest expense, our allowance for finance receivable losses, and our net charge-off and charge-off ratio. In general, on a quarterly basis, we accrete or amortize the valuation adjustment recorded in connection with the Fortress Acquisition, or record adjustments based on current expected cash flows as compared to expected cash flows at the time of the Fortress Acquisition, in each case, as described in more detail in the footnotes to the tables below and in the Notes to Consolidated Financial Statements for the year ended December 31, 2012 included elsewhere in this prospectus.

The financial information for 2010 includes the financial information of the Successor Company for the one month ended December 31, 2010 and of the Predecessor Company for the eleven months ended November 30, 2010. These separate periods are presented to reflect the new accounting basis established for our Company as of November 30, 2010.

As a result of the application of push-down accounting, the assets and liabilities of the Successor Company are not comparable to those of the Predecessor Company, and the income statement items for the one month ended December 31, 2010 and the years ended December 31, 2011 and 2012 would not have been the same as those reported if push-down accounting had not been applied. In addition, key ratios of the Successor Company are not comparable to those of the Predecessor Company, and are not comparable to other institutions due to the new accounting basis established.

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The pro forma share information in this table includes the effect of a         -for-1 stock split to be effected immediately prior to the pricing of the offering.

	Successor Company														Predecessor Company
	Six Months Ended June 30,					Year Ended December 31,						One Month Ended December 31, 2010			Eleven Months Ended November 30, 2010
	2013		2012			2012			2011
	(in thousands, except share data)
Statement of Operations Data:
Interest income		$993,634		$864,313			$1,706,292			$1,885,547			$181,329			$1,688,720
Interest expense		468,926		560,273			1,068,391			1,268,047			118,693			996,469
Net interest income		524,708		304,040			637,901			617,500			62,636			692,251
Provision for finance receivable losses		182,938		136,939			338,219			332,848			38,767			444,349
Net interest income after provision for finance receivable losses		341,770		167,101			299,682			284,652			23,869			247,902
Other revenues		95,126		47,892			94,203			138,159			31,812			224,422
Other expenses		310,369		356,480			700,741			746,016			61,976			737,052
Bargain purchase gain		—		—			—			—			1,469,182			—
Income (loss) before provision for (benefit from) income taxes		126,527		(141,487	)		(306,856	)		(323,205	)		1,462,887			(264,728	)
Provision for (benefit from) income taxes		27,708		(48,481	)		(88,222	)		(99,049	)		(1,388	)		(250,697	)
Net income (loss)		98,819		(93,006	)		(218,634	)		(224,156	)		1,464,275			(14,031	)
Less: Net income attributable to non-controlling interests		53,948		—			—			—			—			—
Net income (loss) attributable to Springleaf		$44,871		$(93,006	)		$(218,634	)		$(224,156	)		$1,464,275			$(14,031	)
Share Data:
Number of shares outstanding
Basic and diluted		2,000,000		2,000,000			2,000,000			2,000,000			2,000,000			2,000,000
Earnings (loss) per share
Basic and diluted		$22.44		$(46.50	)		$(109.32	)		$(112.08	)		$732.14			$(7.02	)

Pro forma Share Data(1):
Number of shares outstanding
Basic and diluted
Earnings (loss) per share
Basic and diluted
	Successor Company
	June  30, 2013		December 31,
			2012		2011		2010
	(in thousands)
Balance Sheet Data:
Net finance receivables, net of allowance		$14,056,498		$11,633,366		$13,098,754		$14,352,518
Cash and cash equivalents		646,372		1,554,348		689,586		1,397,563
Total assets		16,042,293		14,673,515		15,494,888		18,260,950
Long-term debt*		13,470,413		12,596,577		13,070,393		15,168,034
Total liabilities		14,318,567		13,473,388		14,131,984		16,650,652
Springleaf shareholder’s equity		1,238,216		1,200,127		1,362,904		1,610,298
Non-controlling interests		485,510		—		—		—
Total equity		1,723,726		1,200,127		1,362,904		1,610,298

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* Long-term debt comprises the following:

	June  30, 2013		December 31,
			2012		2011		2010
	(in thousands)
Long-term debt:
Secured term loan		$2,042,370		$3,765,249		$3,768,257		$3,033,185
Securitization debt:
Real estate		3,528,440		3,120,599		1,385,847		1,526,770
Consumer		823,003		—		—		—
SpringCastle Portfolio		2,018,486		—		—		—
Total securitization debt		6,369,929		3,120,599		1,385,847		1,526,770
Retail notes		413,434		522,416		587,219		815,437
Medium-term notes		4,064,927		4,162,674		5,999,325		7,850,175
Euro denominated notes		408,195		854,093		1,158,223		1,770,965
Total unsecured senior debt		4,886,556		5,539,183		7,744,767		10,436,577
Junior subordinated debt		171,558		171,546		171,522		171,502
Total		$13,470,413		$12,596,577		$13,070,393		$15,168,034

	Successor Company															Predecessor Company
	Six Months Ended June 30,						Year Ended December 31,						One Month Ended December 31, 2010			Eleven Months Ended November 30, 2010
	2013			2012			2012			2011
	(in thousands)
Other Financial Data:
Cash flows from operating activities		$118,888			$163,976			$215,898			$180,606			$(110,808	)		$383,554
Cash flows from investing activities		(2,249,594	)		657,350			1,433,964			1,540,673			140,994			3,198,343
Cash flows from financing activities		1,224,248			(92,163	)		(788,049	)		(2,430,367	)		(122,712	)		(3,402,963	)

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As of June 30, 2013, our segments include: Consumer, Insurance, Portfolio Acquisitions and Real Estate. Management considers Consumer, Insurance, and Portfolio Acquisitions to be our Core Consumer Operations and Real Estate as our Non-Core Portfolio.

	At or for the Six Months Ended June 30,						At or for the Year Ended December 31,
	2013			2012			2012			2011			2010
	(in thousands)
Selected Data—Historical Accounting Basis:(2)
Core Consumer Operations
Pretax core earnings (loss)(3)		$164,746			$39,159			$87,847			$47,439			$(50,099	)
Consumer
Pretax operating income (loss)		$92,755			$2,077			$33,461			$33,621			$(107,097	)
Average net finance receivables—personal		2,609,480			2,366,672			2,426,968			2,337,210			2,527,999
Yield		25.49	%		23.75	%		24.10	%		22.88	%		21.70	%
Gross charge-off ratio(4)		5.50	%		4.39	%		4.63	%		5.09	%		7.26	%
Recovery ratio(5)		(3.22	)%		(1.30	)%		(0.99	)%		(1.14	)%		(1.12	)%
Net charge-off ratio(4)(5)		2.28	%		3.09	%		3.64	%		3.95	%		6.14	%
Delinquency ratio(6)		1.92	%		2.43	%		2.75	%		2.98	%		3.67	%
Insurance
Pretax operating income		$24,415			$23,861			$44,402			$53,753			$56,998
Portfolio Acquisitions
Pretax operating income		$100,024			N/A			N/A			N/A			N/A
Pretax operating income attributable to Springleaf		46,076			N/A			N/A			N/A			N/A
Average net finance receivables—SpringCastle Portfolio		2,865,605			N/A			N/A			N/A			N/A
Yield		23.31	%		N/A			N/A			N/A			N/A
Net charge-off ratio		2.48	%		N/A			N/A			N/A			N/A
Delinquency ratio		4.70	%		N/A			N/A			N/A			N/A
Non-Core Portfolio
Real Estate
Pretax operating loss		$(137,760	)		$(90,038	)		$(64,060	)		$(257,203	)		$(230,981	)
Average net finance receivables — real estate		10,245,790			11,510,840			11,183,176			12,596,103			13,974,060
Provision for finance receivable losses(7)		149,624			81,545			51,130			249,268			315,018
Loss ratio(8)		2.13	%		2.80	%		2.73	%		3.22	%		3.39	%
Total Company (including non-controlling interests)
Income (loss) before provision for (benefit from) income taxes(2)		$84,300			$(73,263	)		$(53,387	)		$(164,053	)		$(288,474	)

Notes:

(1) Pro forma Share Data gives retroactive effect to the contemplated          -for-1 stock split to be effected immediately prior to the pricing of the offering.

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(2) Historical accounting basis is a non-GAAP measure using the same accounting basis that we employed prior to the Fortress Acquisition. Due to the nature of the Fortress Acquisition, we revalued our assets and liabilities based on their fair values at November 30, 2010, the date of the Fortress Acquisition. This revaluation continues to affect, among other things, interest income, interest expense, provision for finance receivable losses and amortization of other intangible assets. This historical accounting basis presentation provides us and other interested third parties a consistent basis to better understand our operating results. This measure is not in accordance with, or a substitute for, GAAP and may be different from, or inconsistent with, non-GAAP financial measures used by other companies. See Note 24 of the Notes to Consolidated Financial Statements for the year ended December 31, 2012 and Note 17 of the Notes to Unaudited Condensed Consolidated Financial Statements for the six months ended June 30, 2013, included elsewhere in this prospectus, for reconciliations of segment information on a historical accounting basis to consolidated financial statement amounts.

The following is a reconciliation of income (loss) before provision for (benefit from) income taxes from push-down accounting basis to the historical accounting basis.

	Successor Company															Predecessor Company
	Six Months Ended June 30,						Year Ended December 31,						One Month Ended December 31, 2010			Eleven Months Ended November 30, 2010
	2013			2012			2012			2011
	(in thousands)
Income (loss) before provision for (benefit from) income taxes—push-down accounting basis		$126,527			$(141,487	)		$(306,856	)		$(323,205	)		$1,462,887			$(264,728	)
Adjustments:
Interest income		(103,532	)		(94,590	)		(197,981	)		(261,490	)		(36,663	)		—
Interest expense		70,187			125,238			220,969			339,022			28,809			—
Provision for finance receivable losses		7,250			22,023			185,859			79,287			(1,488	)		—
Repurchases and repayments of long-term debt		(21,316	)		10,967			39,411			—			—			—
Amortization of other intangible assets		2,718			5,555			13,618			41,085			3,797			—
Bargain purchase gain		—			—			—			—			(1,469,182	)		—
Other		2,466			(969	)		(8,407	)		(38,752	)		(11,906	)		—
Income (loss) before provision for (benefit from) income taxes – historical accounting basis		$84,300			$(73,263	)		$(53,387	)		$(164,053	)		$(23,746	)		$(264,728	)

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(3) The following is a reconciliation from income (loss) before provision for (benefit from) income taxes on a historical accounting basis to pretax core earnings (loss):

	Six Months Ended June 30,						Year Ended December 31,
	2013			2012			2012			2011			2010
	(in thousands)
Income (loss) before provision for (benefit from) income taxes—historical accounting basis		$84,300			$(73,263	)		$(53,387	)		$(164,053	)		$(288,474	)
Adjustments:
Pretax operating loss—Non-Core Portfolio		137,760			90,038			64,060			257,203			230,981
Pretax operating (income) loss—Other/non-originating legacy operations		(4,866	)		9,163			67,190			(5,776	)		7,394
Restructuring expenses—Core Consumer Operations		—			15,863			15,863			—			—
(Gain) loss from accelerated repayment/repurchase of debt—Consumer		1,500			(2,642	)		(5,879	)		—			—
Impact from change in accounting estimate—Consumer(a)		—			—			—			(39,935	)		—
Pretax operating income attributable to non-controlling interests		(53,948	)
Pretax core earnings (loss)		$164,746			$39,159			$87,847			$47,439			$(50,099	)

(a) Impact from change in accounting estimate – Consumer represents a change from a migration analysis to a roll rate-based model for purposes of calculating allowance for finance receivable losses for the Consumer segment.

Pretax core earnings (loss) is a key performance measure used by management in evaluating the performance of our Core Consumer Operations. Pretax core earnings (loss) represents our income (loss) before provision for (benefit from) income taxes on a historical accounting basis and excludes results of operations from our non-core portfolio (Real Estate segment) and other non-originating legacy operations, restructuring expenses related to Consumer and Insurance segments, gains (losses) associated with accelerated long-term debt repayment and repurchases of long-term debt, impact from change in accounting estimate and results of operations attributable to non-controlling interests. Pretax core earnings (loss) provides us with a key measure of our Core Consumer Operations’ performance as it assists us in comparing its performance on a consistent basis. Management believes pretax core earnings (loss) is useful in assessing the profitability of our core business and uses pretax core earnings (loss) in evaluating our operating performance. Pretax core earnings (loss) is a non-GAAP measure and should be considered in addition to, but not as a substitute for or superior to, operating income, net income, operating cash flow and other measures of financial performance prepared in accordance with GAAP.

(4) Represents annualized charge-offs as a percentage of the average of net finance receivables at the beginning of each month in the period—Consumer. Reflects $14.5 million of additional charge-offs recorded in March 2013 (on a historical accounting basis) related to our change in charge-off policy for personal loans effective March 31, 2013. Excluding these additional charge-offs, our Consumer segment gross charge-off ratio would have been 4.39% for the six months ended June 30, 2013.

(5) Reflects $25.4 million of recoveries on charged-off personal loans resulting from a sale of our charged-off finance receivables in June 2013. Excluding these recoveries, our Consumer segment recovery ratio would have been (1.28)% for the six months ended June 30, 2013. Excluding the impacts of the $14.5 million of additional charge-offs and the $25.4 million of recoveries on charged-off personal loans, our Consumer segment net charge-off ratio would have been 3.11% for the six months ended June 30, 2013.

(6) Represents unpaid principal balance (“UPB”) of 60 days or more past due as a percentage of UPB.

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(7) Reflects the impact from change in accounting estimate for the year ended December 31, 2012, from a switch from a migration analysis to a roll rate-based model for purposes of calculating allowance for finance receivable losses for the Real Estate segment.

(8) Represents the sum of annualized net charge-offs, writedowns and net gain (loss) on sales of, and operating expenses related to real estate owned as a percentage of the average of net finance receivables—Real Estate.

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The Offering

Common stock we are offering                 shares.

Common stock the selling stockholders are offering                  shares

Common stock to be issued and outstanding after this offering shares (             shares if the underwriters exercise their over-allotment option in full).

Common stock to be owned by the Initial Stockholder after this offering shares (             shares if the underwriters exercise their over-allotment option in full).

Use of proceeds We currently intend to use the net proceeds from this offering to repay or repurchase outstanding indebtedness, which may include (i) our senior secured term loan facility, (ii) SFC’s 6.90% medium term notes, Series J, due 2017 or (iii) certain of our as yet unfunded private securitization transactions to the extent we draw down amounts thereunder, as well as other general corporate purposes, including originations of new personal loans and potential portfolio acquisitions, and to satisfy working capital obligations. We will not receive any proceeds from the sale of shares of common stock by the selling stockholders.

Dividend Policy We do not currently anticipate paying dividends on our common stock. Any declaration and payment of future dividends to holders of our common stock will be at the sole discretion of our board of directors and will depend on many factors, including our financial condition, earnings, capital requirements, level of indebtedness, statutory and contractual restrictions applicable to the payment of dividends and other considerations that our board of directors deems relevant. Because we are a holding company and have no direct operations, we will only be able to pay dividends from our available cash on hand and any funds we receive from our subsidiaries. Our insurance subsidiaries are subject to regulations that limit their ability to pay dividends or make loans or advances to us, principally to protect policyholders, and certain of our debt agreements limit the ability of certain of our subsidiaries to pay dividends. See “Dividend Policy.”

Risk factors See “Risk Factors” for a discussion of factors you should carefully consider before deciding to invest in our common stock.

NYSE Symbol “LEAF.”

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Except as otherwise indicated, all of the information in this prospectus:

— gives retroactive effect to a         -for-1 stock split to be effected immediately prior to the pricing of the offering;

— assumes no exercise of the underwriters’ option to purchase up to             additional shares of common stock; and

— assumes an initial offering price of $         per share, which is the midpoint of the offering price range set forth on the cover page of this prospectus.

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RISK FACTORS

Investing in our common stock involves a high degree of risk. You should carefully consider the following risk factors, as well as other information contained in this prospectus, before deciding to invest in our common stock. The occurrence of any of the following risks could materially and adversely affect our business, prospects, financial condition, results of operations and cash flow, in which case, the trading price of our common stock could decline and you could lose all or part of your investment.

Risks Relating to Our Business

Our consolidated results of operations and financial condition and our borrowers’ ability to make payments on their loans have been, and may in the future be, adversely affected by economic conditions and other factors that we cannot control.

Uncertainty and negative trends in general economic conditions in the United States and abroad, including significant tightening of credit markets and a general decline in the value of real property, historically have created a difficult operating environment for our businesses and other companies in our industries. Many factors, including factors that are beyond our control, may impact our consolidated results of operations or financial condition and/or affect our borrowers’ willingness or capacity to make payments on their loans. These factors include: unemployment levels, housing markets, energy costs and interest rates; events such as natural disasters, acts of war, terrorism, catastrophes, major medical expenses, divorce or death that affect our borrowers; and the quality of the collateral underlying our receivables. If we experience an economic downturn or if the U.S. economy is unable to continue or sustain its recovery from the most recent economic downturn, or if we become affected by other events beyond our control, we may experience a significant reduction in revenues, earnings and cash flows, difficulties accessing capital and a deterioration in the value of our investments. We may also become exposed to increased credit risk from our customers and third parties who have obligations to us.

Moreover, a substantial majority of our customers are subprime or non-prime borrowers. Accordingly, such borrowers have historically been, and may in the future become, more likely to be affected, or more severely affected, by adverse macroeconomic conditions. If our borrowers default under a finance receivable held directly by us, we will bear a risk of loss of principal to the extent of any deficiency between the value of the collateral, if any, and the outstanding principal and accrued but unpaid interest of the finance receivable, which could adversely affect our cash flow from operations. In addition, foreclosure of a real estate loan (part of our legacy real estate portfolio) is an expensive and lengthy process that can negatively affect our anticipated return on the foreclosed loan. The cost to service our loans may also increase without a corresponding increase in our finance charge income.

If aspects of our business, including the quality of our finance receivables portfolio or our borrowers, are significantly affected by economic changes or any other conditions in the future, we cannot be certain that our policies and procedures for underwriting, processing and servicing loans will adequately adapt to such changes. If we fail to adapt to changing economic conditions or other factors, or if such changes affect our borrowers’ willingness or capacity to repay their loans, our results of operations, financial condition and liquidity would be materially adversely affected.

As part of our growth strategy, we have committed to building our consumer lending business. If we are unable to successfully implement our growth strategy, our results of operations, financial condition and liquidity may be materially adversely affected.

We believe that our future success depends on our ability to implement our growth strategy, the key feature of which has been to shift our primary focus to originating consumer loans as well as acquiring portfolios of consumer loans, such as our SpringCastle Portfolio that we recently acquired through our Springleaf Acquisitions division. In connection with this revised focus, we have also recently expanded into internet lending through our iLoan division.

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We may not be able to implement our new strategy successfully, and our success depends on a number of factors, including, but not limited to, our ability to:

— address the risks associated with our new focus on personal loan receivables, including, but not limited to consumer demand for finance receivables, and changes in economic conditions and interest rates;

— address the risks associated with the new centralized method of originating and servicing our internet loans through iLoan, which represents a departure from our traditional high-touch branch-based servicing function and includes the potential for higher default and delinquency rates;

— integrate, and develop the expertise required to capitalize on, our iLoan internet lending division;

— comply with regulations in connection with doing business and offering loan products over the internet, including various state and federal e-signature rules mandating that certain disclosures be made and certain steps be followed in order to obtain and authenticate e-signatures, with which we have limited experience; and

— successfully source, underwrite and integrate new acquisitions of loan portfolios and of other businesses.

In order for us to realize the benefits associated with our new focus on originating and servicing consumer loans and grow our business, we must implement our strategic objectives in a timely and cost-effective manner as well as anticipate and address any risks to which we may become subject. If we are not able to do so, or if we do not do so in a timely manner, our results of operations, financial condition and liquidity could be negatively affected which would have a material adverse effect on business.

We recently ceased real estate lending and the purchase of retail finance contracts and are in the process of liquidating these portfolios, which subjects us to certain risks which if we do not manage could adversely affect our results of operations, financial condition and liquidity.

In connection with our plan for strategic growth and new focus on consumer lending, we engaged in a number of restructuring initiatives, including but not limited to, ceasing real estate lending, ceasing purchasing retail sales contracts and revolving retail accounts from the sale of consumer goods and services by retail merchants, closing certain of our branches and reducing our workforce.

Since terminating our real estate lending business, which historically accounted for in excess of 50% of the interest income of our business, and ceasing retail sales purchases, we have begun the multi-year process of liquidating these legacy portfolios. However, notwithstanding our decision to exit real estate lending and retail sales and the liquidating status of these portfolios, as of June 30, 2013 we owned $9.9 billion in UPB of real estate loans. The continuation or worsening of volatility in residential real estate values could continue to adversely affect our business and results of operations, and such adverse conditions could result in significant write-downs in the future. Similarly, due to the fact that we are no longer able to offer our legacy real estate lending customers the same range of loan restructuring alternatives in delinquency situations that we may historically have extended to them, such customers may be less able, and less likely, to repay their loans.

We may be unable to efficiently manage our restructuring and the liquidation of our legacy portfolios. In particular, we may not achieve the cost-savings and operational synergies expected as a result of closing certain of our branches and reducing personnel. Similarly, we may be unable to originate or acquire new consumer loans via our branches and over the internet at a level that is sufficient to offset the impact that liquidating our real estate and retail sales portfolios may have on our financial condition. If we fail to realize the anticipated benefits of the restructuring of our business and associated liquidation of our legacy portfolios, we may experience an adverse effect on our results of operations, financial condition and liquidity.

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There are risks associated with the acquisition of large loan portfolios, such as the SpringCastle Portfolio, including the possibility of increased delinquencies and losses, difficulties with integrating the loans into our servicing platform and disruption to our ongoing business, which could have a material adverse effect on our results of operations, financial condition and liquidity.

On April 1, 2013, we acquired the SpringCastle Portfolio, a $3.9 billion consumer loan portfolio consisting of over 415,000 unsecured loans and loans secured by subordinate residential real estate mortgages (which we service as unsecured loans due to the fact that the liens are subordinated to superior ranking security interests). We acquired the portfolio from HSBC through a newly-formed joint venture in which we own a 47% equity interest. In the future, we may acquire additional large portfolios of finance receivables either through the direct purchase of such assets or the purchase of the equity of a company with such a portfolio. Since we will not have originated or serviced the loans we acquire, including the SpringCastle Portfolio, we may not be aware of legal or other deficiencies related to origination or servicing, and our review of the portfolio prior to purchase may not uncover those deficiencies. Further, we may have limited recourse against the seller of the portfolio.

The ability to integrate and service the SpringCastle Portfolio successfully will depend in large part on the success of our development and integration of expanded servicing capabilities, including additional personnel, with our current operations. Similar integration issues are likely to occur with future large portfolio acquisitions. We may fail to realize some or all of the anticipated benefits of the transaction if the integration process takes longer, or is more costly, than expected. Our failure to meet the challenges involved in successfully integrating the SpringCastle Portfolio with our current business or otherwise to realize any of the anticipated benefits of the transaction, could impair our operations. In addition, we anticipate that integration will be a complex, time-consuming and expensive process that, without proper planning and effective and timely implementation, could significantly disrupt our business.

Potential difficulties we may encounter during the integration process with the SpringCastle Portfolio or future acquisitions include, but are not limited to, the following:

— the integration of the portfolio into our information technology platforms and servicing systems;

— the quality of servicing during any interim servicing period after we purchase the portfolio but before we assume servicing obligations from the seller or its agents;

— the disruption to our ongoing businesses and distraction of our management teams from ongoing business concerns;

— incomplete or inaccurate files and records;

— the retention of existing customers;

— the creation of uniform standards, controls, procedures, policies and information systems;

— the occurrence of unanticipated expenses; and

— potential unknown liabilities associated with the transactions, including legal liability related to origination and servicing prior to the acquisition.

For example, it is possible that the SpringCastle Portfolio data we acquire upon assuming the direct servicing obligations for the loans may not transfer from the HSBC platform to our systems properly. This may result in data being lost, key information not being locatable on our systems, or the complete failure of the transfer. In addition, in some cases loan files and other information related to the SpringCastle Portfolio (including servicing records) are incomplete or inaccurate. If our employees are unable to access customer

17

information easily, or if we are unable to produce originals or copies of documents or accurate information about the loans, collections could be affected significantly, and we may not be able to enforce our right to collect in some cases. Similarly, collections could be affected by any changes to our collections practices, the restructuring of any key servicing functions, transfer of files and other changes that occur as a result of the transfer of servicing obligations from HSBC to us.

The anticipated benefits and synergies from the acquisition and servicing of the SpringCastle Portfolio assume, and our future acquisitions will assume, a successful integration, and are or will be based on projections, which are inherently uncertain, as well as other assumptions. Even if integration is successful, anticipated benefits and synergies may not be achieved.

There are risks associated with our ability to expand our centralized loan servicing capabilities through the acquisition and integration of the servicing facility in London, Kentucky which could have a material adverse effect on our results of operations, financial condition and liquidity.

A key part of our efforts to expand our centralized loan servicing capacity will depend in large part on the success of management’s efforts to integrate the acquisition of a servicing facility in London, Kentucky that we acquired from a subsidiary of HSBC (the “Kentucky Facility”) on September 1, 2013 and its personnel with our current operations following the completion of the transaction. We may fail to realize some or all of the anticipated benefits of the transaction if the integration process takes longer, or is more costly, than expected. Our failure to meet the challenges involved in successfully integrating the Kentucky Facility with our current business or otherwise to realize any of the anticipated benefits of the transaction, including additional revenue opportunities, could impair our operations and our ability to support additional servicing requirements from acquisitions including our acquisition of the SpringCastle Portfolio. In addition, we anticipate that integration will be a complex, time-consuming and expensive process that, without proper planning and effective and timely implementation, could significantly disrupt our business. Potential difficulties we may encounter during the integration process may include, but are not limited to, the following:

— the integration of the personnel with certain of our management teams, strategies, operations, products and services;

— the integration of the physical facilities with our information technology platforms and servicing systems;

— the disruption to our ongoing businesses and distraction of our management teams from ongoing business concerns; and

— the retention of key employees, especially former employees of the seller who are familiar with the portfolio and systems, along with the integration of corporate cultures and maintenance of employee morale.

If our estimates of finance receivable losses are not adequate to absorb actual losses, our provision for finance receivable losses would increase, which would adversely affect our results of operations.

We maintain an allowance for finance receivable losses. To estimate the appropriate level of allowance for finance receivable losses, we consider known and relevant internal and external factors that affect finance receivable collectability, including the total amount of finance receivables outstanding, historical finance receivable charge-offs, our current collection patterns, and economic trends. Our methodology for establishing our allowance for finance receivable losses is based on the guidance in Accounting Standards Codification (ASC) 450 and, in part, on our historic loss experience. If customer behavior changes as a result of economic conditions and if we are unable to predict how the unemployment rate, housing foreclosures, and general economic uncertainty may affect our allowance for finance receivable losses, our provision may be inadequate. Our allowance for finance receivable losses is an estimate, and if actual finance receivable losses are materially greater than our

18

allowance for finance receivable losses, our results of operations could be adversely affected. Neither state regulators nor federal regulators regulate our allowance for finance receivable losses. Additional information regarding our allowance for finance receivable losses is included in the section captioned “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Allowance for Finance Receivable Losses.”

Our risk management efforts may not be effective.

We could incur substantial losses and our business operations could be disrupted if we are unable to effectively identify, manage, monitor, and mitigate financial risks, such as credit risk, interest rate risk, prepayment risk, liquidity risk, and other market-related risks, as well as operational risks related to our business, assets and liabilities. To the extent our models used to assess the creditworthiness of potential borrowers do not adequately identify potential risks, the valuations produced would not adequately represent the risk profile of the borrower and could result in a riskier finance receivable profile than originally identified. Our risk management policies, procedures, and techniques, including our scoring technology, may not be sufficient to identify all of the risks we are exposed to, mitigate the risks we have identified or identify concentrations of risk or additional risks to which we may become subject in the future.

Our branch loan approval process is decentralized, which may result in variability of loan structures, and could adversely affect our results of operations, financial condition and liquidity.

Our branch finance receivable origination system is decentralized. We train our employees individually on-site in the branch to make loans that conform to our underwriting standards. Such training includes critical aspects of state and federal regulatory compliance, cash handling, account management and customer relations. Subject to approval by district managers and/or directors of operations in certain cases, our branch officers have the authority to approve and structure loans within broadly written underwriting guidelines rather than having all loan terms approved centrally. As a result, there may be variability in finance receivable structure (e.g., whether or not collateral is taken for the loan) and loan portfolios among branch offices or regions, even when underwriting policies are followed. Moreover, we cannot be certain that every loan is made in accordance with our underwriting standards and rules and we have in the past experienced some instances of loans extended that varied from our underwriting standards. The nature of our approval process could adversely affect our operating results and variances in underwriting standards and lack of supervision could expose us to greater delinquencies and charge-offs than we have historically experienced, which could adversely affect our results of operations, financial condition and liquidity.

Changes in market conditions, including rising interest rates, could adversely affect the rate at which our borrowers prepay their loans and the value of our finance receivables portfolio, as well as increase our financing cost, which could negatively affect our results of operations, financial condition and liquidity.

Changing market conditions, including but not limited to, changes in interest rates, the availability of credit, changes in housing prices, the relative economic vitality of the area in which our borrowers and their assets are located, changes in tax laws, other opportunities for investment available to our customers, homeowner mobility, and other economic, social, geographic, demographic, and legal factors beyond our control, may affect the rates at which our borrowers prepay their loans. Generally, in situations where prepayment rates have slowed, the weighted-average life of our finance receivables has increased. However, the current challenging economic conditions and recent significant declines in home values (and the resulting loss of homeowner equity) has limited many homeowners’ ability to refinance mortgage loans and reduced prepayment rates for real estate loans, even in the current low interest rate environment. Any increase in interest rates may further slow the rate of prepayment for our finance receivables, which could adversely affect our liquidity by reducing the cash flows from, and the value of, the finance receivables we hold for sale or utilize as collateral in our secured funding transactions.

Moreover, the vast majority of our finance receivables are fixed-rate finance receivables, which generally decline in value if interest rates increase. As such, if changing market conditions cause interest rates to

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increase substantially, the value of our fixed-rate finance receivables could decline. In addition, rising interests rates will increase our cost of capital. Accordingly, any increase in interest rates could negatively affect our results of operations, financial condition and liquidity.

We may be required to indemnify, or repurchase finance receivables from, purchasers of finance receivables that we have sold or securitized, or which we will sell or securitize in the future, if our finance receivables fail to meet certain criteria or characteristics or under other circumstances, which could adversely affect our results of operations, financial condition and liquidity.

We have securitized a large part of our legacy real estate portfolio and have started to securitize our consumer portfolio. In addition, we have sold finance receivables from time to time. The documents governing our finance receivable sales and securitizations contain provisions that require us to indemnify the purchasers of securitized finance receivables, or to repurchase the affected finance receivables, under certain circumstances. While our sale and securitization documents vary, they generally contain customary provisions that may require us to repurchase finance receivables if:

— our representations and warranties concerning finance receivable quality and circumstances are inaccurate, including representations concerning the licensing of a mortgage broker;

— there is borrower fraud or if a payment default occurs on a finance receivable shortly after its origination;

— we fail to comply, at the individual finance receivable level or otherwise, with regulatory requirements; and

— in limited instances, an individual finance receivable reaches certain defined finance delinquency limits.

As a result of the current market environment, we believe that many purchasers of real estate loans (including through securitizations) are particularly aware of the conditions under which originators must indemnify purchasers or repurchase finance receivables, and would benefit from enforcing any repurchase remedies that they may have. At its extreme, our exposure to repurchases or our indemnification obligations under our representations and warranties could include the current unpaid balance of all finance receivables that we have sold or securitized and which are not subject to settlement agreements with purchasers.

The risk of loss on the finance receivables that we have securitized is recognized in our allowance for finance receivable losses since all of our securitizations are recorded on-balance sheet. If we are required to indemnify purchasers or repurchase finance receivables that we sell that result in losses that exceed our reserve for sales recourse, or recognize losses on securitized finance receivables that exceed our recorded allowance for finance receivable losses associated with our securitizations, this could adversely affect our results of operations, financial condition and liquidity.

Our insurance operations are subject to a number of risks and uncertainties, including claims, catastrophic events, underwriting risks and dependence on a sole distribution channel.

Insurance claims and policyholder liabilities are difficult to predict and may exceed the related reserves set aside for claims (losses) and associated expenses for claims adjudication (loss adjustment expenses). Additionally, events such as hurricanes, tornados, earthquakes, pandemic disease, cyber security breaches and other types of catastrophes, and prolonged economic downturns, could adversely affect our financial condition or results of operations. Other risks relating to our insurance operations include changes to laws and regulations applicable to us, as well as changes to the regulatory environment. Examples include changes to laws or regulations affecting capital and reserve requirements; frequency and type of regulatory monitoring and reporting; consumer privacy, use of customer data and data security; benefits or loss ratio requirements;

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insurance producer licensing or appointment requirements; and required disclosures to consumers; and collateral protection insurance (i.e., insurance that our lender companies purchase, at the customer’s expense, on the customer’s loan collateral for the periods of time the borrower fails to adequately, as required by his loan, insure that collateral). Because our customer does not affirmatively consent to collateral protection insurance at the time it is purchased and hence, directly agree to the amount charged for it, regulators may in the future prohibit our insurance company from providing this insurance to our lending operations. Moreover, our insurance companies are dependent on our lending operations for the sole source of business and product distribution. If our lending operations discontinue offering insurance products, including as a result of regulatory requirements, our insurance operations would have no method of distribution for their products.

We are a party to various lawsuits and proceedings which, if resolved in a manner adverse to us, could materially adversely affect our results of operations, financial condition and liquidity.

We are a party to various legal proceedings, including certain purported class action claims, arising in the ordinary course of our business. Some of these proceedings are pending in jurisdictions that permit damage awards disproportionate to the actual economic damages alleged to have been incurred. The continued occurrences of large damage awards in general in the United States, including large punitive damage awards in certain jurisdictions that bear little or no relation to actual economic damages incurred by plaintiffs, create the potential for an unpredictable result in any given proceeding. A large judgment that is adverse to us could cause our reputation to suffer, encourage additional lawsuits against us and have a material adverse effect on our results of operations, financial condition and liquidity.

If we lose the services of any of our key management personnel, our business could suffer.

Our future success significantly depends on the continued service and performance of our key management personnel. Competition for these employees is intense and we may not be able to attract and retain key personnel. We do not maintain any “key man” or other related insurance. The loss of the service of members of our senior management or key team members, or the inability to attract additional qualified personnel as needed, could materially harm our business.

Employee misconduct could harm us by subjecting us to monetary loss, significant legal liability, regulatory scrutiny and reputational harm.

Our reputation is critical to maintaining and developing relationships with our existing and potential customers and third parties with whom we do business. There is a risk that our employees could engage in misconduct that adversely affects our business. For example, if an employee were to engage—or be accused of engaging—in illegal or suspicious activities including fraud or theft, we could suffer direct losses from the activity, and in addition we could be subject to regulatory sanctions and suffer serious harm to our reputation, financial condition, customer relationships, and ability to attract future customers. Employee misconduct could prompt regulators to allege or to determine based upon such misconduct that we have not established adequate supervisory systems and procedures to inform employees of applicable rules or to detect and deter violations of such rules. It is not always possible to deter employee misconduct, and the precautions we take to detect and prevent misconduct may not be effective in all cases. Misconduct by our employees, or even unsubstantiated allegations of misconduct, could result in a material adverse effect on our reputation and our business.

Security breaches in our information systems, in the information systems of third parties or in our branches or our internet lending platform could adversely affect our reputation and could subject us to significant costs and regulatory penalties.

Our operations rely heavily on the secure processing, storage and transmission of confidential customer and other information in our computer systems and networks. Each branch office, as well as our iLoan division, is part of an electronic information network that is designed to permit us to originate and track finance receivables and collections, and perform several other tasks that are part of our everyday operations. Our

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computer systems, software, and networks may be vulnerable to breaches, unauthorized access, misuse, computer viruses, or other malicious code that could result in disruption to our business, or the loss or theft of confidential information, including customer information. Any failure, interruption, or breach in our cyber security, including any failure of our back-up systems or failure to maintain adequate security surrounding customer information, could result in reputational harm, disruption in the management of our customer relationships, or the inability to originate, process and service our finance receivable products. Further, any of these cyber security and operational risks could result in a loss of customer business, subject us to additional regulatory scrutiny, or expose us to lawsuits by customers for identity theft or other damages resulting from the misuse of their personal information and possible financial liability, any of which could have a material adverse effect on our results of operations, financial condition and liquidity. In addition, regulators may impose penalties or require remedial action if they identify weaknesses in our security systems, and we may be required to incur significant costs to increase our cyber security to address any vulnerabilities that may be discovered or to remediate the harm caused by any security breaches. As part of our business, we may share confidential customer information and proprietary information with clients, vendors, service providers, and business partners. The information systems of these third parties may be vulnerable to security breaches and we may not be able to ensure that these third parties have appropriate security controls in place to protect the information we share with them. If our confidential information is intercepted, stolen, misused, or mishandled while in possession of a third party, it could result in reputational harm to us, loss of customer business, and additional regulatory scrutiny, and it could expose us to civil litigation and possible financial liability, any of which could have a material adverse effect on our results of operations, financial condition and liquidity. Although we have insurance that is intended to cover certain losses from such events, there can be no assurance that such insurance will be adequate or available.

Our branch offices have physical customer records necessary for day-to-day operations that contain extensive confidential information about our customers, including financial and personally identifiable information. We also retain physical records in various storage locations outside of our branch offices. The loss or theft of customer information and data from our branch offices or other storage locations could subject us to additional regulatory scrutiny and penalties, and could expose us to civil litigation and possible financial liability, which could have a material adverse effect on our results of operations, financial condition and liquidity. In addition, if we cannot locate original documents (or copies, in some cases), we may not be able to collect on the finance receivables for which we do not have documents.

We may not be able to make technological improvements as quickly as some of our competitors, which could harm our ability to compete with our competitors and adversely affect our results of operations, financial condition and liquidity.

The financial services industry is undergoing rapid technological changes, with frequent introductions of new technology-driven products and services. The effective use of technology increases efficiency and enables financial and lending institutions to better serve customers and reduce costs. Our future success and, in particular, the success of our iLoan division, will depend, in part, upon our ability to address the needs of our customers by using technology to provide products and services that will satisfy customer demands for convenience, as well as to create additional efficiencies in our operations. We may not be able to effectively implement new technology-driven products and services as quickly as some of our competitors or be successful in marketing these products and services to our customers. Failure to successfully keep pace with technological change affecting the financial services industry could harm our ability to compete with our competitors and adversely affect our results of operations, financial condition and liquidity.

We could face environmental liability and costs for damage caused by hazardous waste (including the cost of cleaning up contaminated property) if we foreclose upon or otherwise take title to real estate pledged as collateral.

If a real estate loan goes into default, we start foreclosure proceedings in appropriate circumstances, which could result in our taking title to the mortgaged real estate. We also consider alternatives to foreclosure, such as “short sales,” where we do not take title to mortgaged real estate. There is a risk that toxic or hazardous

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substances could be found on property after we take title. In addition, we own certain properties through which we operate our business, such as the buildings at our headquarters, and the Kentucky Facility acquired on September 1, 2013. As the owner of any property where hazardous waste is present, we could be held liable for clean-up and remediation costs, as well as damages for any personal injuries or property damage caused by the condition of the property. We may also be responsible for these costs if we are in the chain of title for the property, even if we were not responsible for the contamination and even if the contamination is not discovered until after we have sold the property. Costs related to these activities and damages could be substantial. Although we have policies and procedures in place to investigate properties for potential hazardous substances before taking title to properties, these reviews may not always uncover potential environmental hazards.

We are not able to track the default status of the senior lien loans for our second mortgages if we are not the holder of the senior loan.

Second mortgages constituted 6% of our real estate loans as of June 30, 2013. In instances where we hold the second mortgage, either we or another creditor holds the first mortgage on the property, and our second mortgage is subordinate in right of payment to the first mortgage holder’s right to receive payment. If we are not the holder of the related first mortgage, we are not able to track the default status of a first mortgage for our second mortgages. In such instances, the value of our second mortgage may be lower than our records indicate and the provisions we maintain for finance receivable losses associated with such second mortgages may be inadequate.

The financial condition of counterparties, including other financial institutions, could adversely affect our results of operations, financial condition and liquidity.

We have entered into, and may in the future enter into, derivative transactions with counterparties in the financial services industry, including brokers and dealers, commercial banks, investment banks, mutual and hedge funds, and other institutional clients. Many of these transactions expose us to credit risk in the event of a default by the counterparty or client, which can be exacerbated during periods of market illiquidity. During such periods, our credit risk may be further increased when any collateral held by us cannot be realized upon or is liquidated at prices that are not sufficient to recover the full amount of our exposure.

We may be required to take impairment charges for intangible assets related to the Fortress Acquisition.

As a result of the application of push-down accounting, we recorded intangible assets related to the Fortress Acquisition, which had a carrying value of $26.3 million as of June 30, 2013. As a result of our future quarterly reviews and evaluation of our intangible assets for potential impairment, we may be required to take an impairment charge to the extent that the carrying values of our intangible assets exceed their fair value. Also, if we sell a business for less than the carrying value of the assets sold, including intangible assets attributable to that business, we may be required to take an impairment charge on all or part of the intangible assets attributable to that business.

We have recognized impairments on several of the intangible assets related to the Fortress Acquisition. We cannot give assurances that we will not have to recognize additional material impairment charges in the future. See Notes 10 and 25 of the Notes to Consolidated Financial Statements for the year ended December 31, 2012 included elsewhere in this prospectus for further information on the impairments of our intangible assets.

Risks Related to our Industry and Regulation

We operate in a highly competitive market, and we cannot ensure that the competitive pressures we face will not have a material adverse effect on our results of operations, financial condition and liquidity.

The consumer finance industry is highly competitive. Our profitability depends, in large part, on our ability to originate finance receivables. We compete with other consumer finance companies as well as other

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types of financial institutions that offer similar products and services in originating finance receivables. Some of these competitors may have greater financial, technical and marketing resources than we possess. Some competitors may also have a lower cost of funds and access to funding sources that may not be available to us. While banks and credit card companies have decreased their lending to non-prime customers in recent years, there is no assurance that such lenders will not resume those lending activities. Further, because of increased regulatory pressure on payday lenders, many of those lenders are starting to make more traditional installment consumer loans in order to reduce regulatory scrutiny of their practices, which could increase competition in markets in which we operate. In addition, in July 2013, the Dodd-Frank Wall Street Reform and Consumer Protection Act’s (the “Dodd-Frank Act”) three-year moratorium on banks affiliated with non-financial businesses expired. When the Dodd-Frank Act was enacted in 2010, a moratorium was imposed that prohibited the Federal Deposit Insurance Corporation (the “FDIC”) from approving deposit insurance for certain banks controlled by non-financial commercial enterprises. The expiration of the moratorium could result in an increase of traditionally non-financial enterprises entering the banking space, which could increase the number of our competitors. There can be no assurance that the competitive pressures we face will not have a material adverse effect on our results of operations, financial condition and liquidity.

Our businesses are subject to regulation in the jurisdictions in which we conduct our business.

Our businesses are subject to numerous federal, state and local laws and regulations, and various state authorities regulate and supervise our insurance operations. The laws under which a substantial amount of our consumer and real estate businesses are conducted generally: provide for state licensing of lenders and, in some cases, licensing of employees involved in real estate loan modifications; impose limits on the term of a finance receivable, amounts, interest rates and charges on the finance receivables; regulate whether and under what circumstances insurance and other ancillary products may be offered to consumers in connection with a lending transaction; regulate the manner in which we use personal data; and provide for other consumer protections. We are also subject to extensive servicing regulations which we must comply with when servicing our legacy real estate loans and which we will have to comply with when we assume the direct servicing obligations for the loans in the SpringCastle Portfolio and other future portfolios we may acquire. The extent of state regulation of our insurance business varies by product and by jurisdiction, but relates primarily to the following: licensing; conduct of business; periodic examination of the affairs of insurers; form and content of required financial reports; standards of solvency; limitations on dividend payments and other related party transactions; types of products offered; approval of policy forms and premium rates; permissible investments; deposits of securities for the benefit of policyholders; reserve requirements for unearned premiums, losses and other purposes; and claims processing.

All of our operations are subject to regular examination by state and federal regulators, and as a whole, our entities are subject to several hundred regulatory examinations in a given year. These examinations may result in requirements to change our policies or practices, and in some cases, we are required to pay monetary fines or make reimbursements to customers. Many state regulators and some federal regulators have indicated an intention to pool their resources in order to conduct examinations of licensed entities, including us, at the same time (referred to as a “multi-state” examination). This could result in more in-depth examinations, which could be more costly and lead to more significant enforcement actions.

We believe that we maintain all material licenses and permits required for our current operations and are in substantial compliance with all applicable federal, state and local regulations, but we may not be able to maintain all requisite licenses and permits, and the failure to satisfy those and other regulatory requirements could have a material adverse effect on our operations. In addition, changes in laws or regulations applicable to us could subject us to additional licensing, registration and other regulatory requirements in the future or could adversely affect our ability to operate or the manner in which we conduct business.

A material failure to comply with applicable laws and regulations could result in regulatory actions, lawsuits and damage to our reputation, which could have a material adverse effect on our results of operations, financial condition and liquidity.

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For more information with respect to the regulatory framework affecting our businesses, see “Business—Regulation” included elsewhere in this prospectus.

The enactment of the Dodd-Frank Act and the creation of the CFPB may significantly increase our regulatory costs and burdens.

On July 21, 2010, the President of the United States signed the Dodd-Frank Act into law, which, among other things, provided for the creation of the Federal Consumer Financial Protection Bureau (the “CFPB”). This law, and the regulations already promulgated and to be promulgated under it, are likely to affect our operations in terms of increased oversight of financial services products by the CFPB, and the imposition of restrictions on the allowable terms for certain consumer credit transactions. The CFPB has significant authority to implement and enforce federal consumer finance laws, including the Truth in Lending Act, the Equal Credit Opportunity Act, the Fair Credit Billing Act and new requirements for financial services products provided for in the Dodd-Frank Act, as well as the authority to identify and prohibit unfair, deceptive, or abusive acts and practices. In addition, the Dodd-Frank Act provides the CFPB with broad supervisory, examination and enforcement authority over various consumer financial products and services, including the ability to require reimbursements and other payments to customers for alleged legal violations, and to impose significant penalties, as well as injunctive relief that prohibits lenders from engaging in allegedly unlawful practices. In addition to the foregoing, the CFPB has the authority to obtain cease and desist orders providing for affirmative relief and/or monetary penalties. Further, state attorneys general and state regulators are authorized to bring civil actions to enforce certain consumer protection provisions of the Dodd-Frank Act. The Dodd-Frank Act and accompanying regulations are being phased in over time, and while some regulations have been promulgated, many others have not yet been proposed or finalized. We cannot predict the terms of all of the final regulations, their intended consequences or how such regulations will affect us or our industry.

The CFPB currently has supervisory authority over our real estate servicing activities, and likely will have supervisory authority over our consumer lending business. It also has the authority to bring enforcement actions for violations of laws over which it has jurisdiction regardless of whether it has supervisory authority for a given product or service. The CFPB recently finalized mortgage servicing regulations that become effective in January 2014 and will make it more difficult and expensive to service mortgages. In addition, the Dodd-Frank Act also gives the CFPB supervisory authority over entities that are designated as “larger participants” in certain financial services markets, including consumer installment loans and related products. The CFPB has not yet promulgated regulations that designate “larger participants” for consumer finance companies. If we are designated as a “larger participant” for this market, we also will be subject to supervision and examination by the CFPB with respect to our consumer loan business. We expect to be designated as a “larger participant.” The CFPB’s broad supervisory and enforcement powers could affect our business and operations significantly in terms of increased operating and regulatory compliance costs, and limits on the types of products we offer and the manner in which they are offered, among other things. See “Business—Regulation.”

The CFPB and certain state regulators recently have brought enforcement actions against lenders for the sale of ancillary products, such as “debt forgiveness” products that forgive a borrower’s debt if certain events occur (e.g., death or disability). Among other things, the regulators have questioned the cost of the product when compared to the benefits and whether the tactics used by the lender to sell the products mislead consumers. Although our insurance products are regulated by insurance regulators, sales of insurance could be challenged in a similar manner. In addition, we sell a few other ancillary products that are not considered to be insurance, and which could be subject to additional CFPB or state regulator scrutiny.

We purchase and sell finance receivables, including charged off receivables and receivables where the borrower is in default. This practice could subject us to heightened regulatory scrutiny, which may expose us to legal action, cause us to incur losses and/or limit or impede our collection activity.

As part of our business model, we purchase and sell finance receivables and plan to expand this practice in the future. Although the borrowers for some of these finance receivables are current on their payments, other

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borrowers may be in default (including in bankruptcy) or the debt may have been charged off as uncollectible. The CFPB and other regulators have recently significantly increased their scrutiny of the purchase and sale of debt, and collections practices undertaken by purchasers of debt, especially delinquent and charged off debt. The CFPB has criticized sellers of debt for not maintaining sufficient documentation to support and verify the validity or amount of the debt. It has also criticized debt collectors for, among other things, their collection tactics, attempting to collect debts that no longer are valid, misrepresenting the amount of the debt and not having sufficient documentation to verify the validity or amount of the debt. Our purchases or sales of receivables could expose us to lawsuits or fines by regulators if we do not have sufficient documentation to support and verify the validity and amount of the finance receivables underlying these transactions, or if we or purchasers of our finance receivables use collection methods that are viewed as unfair or abusive. In addition, our collections could suffer and we may incur additional expenses if we are required to change collection practices or stop collecting on certain debts as a result of a lawsuit or action on the part of regulators.

The Dodd-Frank Act also may adversely affect the securitization market because it requires, among other things, that a securitizer generally retain not less than 5% of the credit risk for certain types of securitized assets that are transferred, sold, or conveyed through issuance of asset-backed securities (“ABS”). Moreover, the SEC has proposed significant changes to Regulation AB, which, if adopted in their present form, could result in sweeping changes to the commercial and residential mortgage loan securitization markets, as well as to the market for the re-securitization of mortgage-backed securities. The SEC also has proposed rules that would require issuers and underwriters to make any third-party due diligence reports on ABS publicly available. These changes could result in additional costs or limit our ability to securitize loans.

For more information with respect to the regulatory framework affecting our businesses, see “Business—Regulation” included elsewhere in this prospectus.

Potential changes to the Investment Company Act could affect our method of doing business.

The SEC recently solicited public comment on a wide range of issues relating to certain existing provisions of the Investment Company Act of 1940, as amended (the “Investment Company Act”), including the nature of real estate or real estate related assets that qualify for purposes of certain exemptions. There can be no assurance that the laws and regulations governing the Investment Company Act status of real estate or real estate related assets or SEC guidance regarding Investment Company Act exemptions for real estate assets will not change in a manner that adversely affects our operations.

Real estate loan servicing and loan modifications have come under increasing scrutiny from government officials and others, which could make servicing our legacy real estate portfolio more costly and difficult.

Real estate loan servicers have recently come under increasing scrutiny. In addition, some states and municipalities have passed laws that impose additional duties on foreclosing lenders and real estate loan servicers, such as mandatory mediation or extensive requirements for maintenance of vacant properties, which, in some cases, begin even before a lender has taken title to property. These additional requirements can delay foreclosures, make it uneconomical to foreclose on mortgaged real estate or result in significant additional costs, which could materially adversely affect the value of our portfolio.

The U.S. Government has implemented a number of federal programs designed to assist homeowners, including the Home Affordable Modification Program (“HAMP”), which provides homeowners with assistance in avoiding residential real estate loan foreclosures. In third quarter 2009, our subsidiary, MorEquity, Inc. (“MorEquity”) entered into a Commitment to Purchase Financial Instrument and Servicer Participation Agreement with the Federal National Mortgage Association as financial agent for the United States Department of the Treasury, which provides for participation in HAMP. On February 1, 2011, MorEquity entered into subservicing agreements for the servicing of its real estate loans with Nationstar Mortgage LLC (“Nationstar”). Loans subserviced by Nationstar and servicers for certain securitized loans that are eligible for modification pursuant to HAMP guidelines are subject to HAMP. We also have implemented proprietary real estate loan modification programs in order to help customers in our branch segment remain current on their loans and avoid foreclosure. HAMP, our proprietary loan modification programs and other existing or future legislative or regulatory actions, including possible amendments

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to the bankruptcy laws, which result in the modification of outstanding real estate loans, may adversely affect the value of, and the returns on, our existing portfolio and the assets we acquire in the future.

Risks Related to our Indebtedness

An inability to access adequate sources of liquidity may adversely affect our ability to fund operational requirements and satisfy financial obligations.

Our ability to access capital and credit was significantly affected by the substantial disruption in the U.S. credit markets and the associated credit rating downgrades on our debt. In addition, the risk of volatility surrounding the global economic system and uncertainty surrounding regulatory reforms such as the Dodd-Frank Act continue to create uncertainty around access to the capital markets. Historically, we funded our operations and repaid our debt and other obligations using funds collected from our finance receivable portfolio and new debt issuances. Although market conditions have improved recently, for a number of years following the economic downturn and disruption in the credit markets, our traditional borrowing sources, including our ability to cost effectively issue large amounts of unsecured debt in the capital markets, particularly issuances of commercial paper, have generally not been available to us. Instead we have primarily raised capital through securitization transactions and, although there can be no assurances that we will be able to complete additional securitizations, we currently expect our near-term sources of capital markets funding to continue to derive from securitization transactions.

If we are unable to complete additional securitization transactions on a timely basis or upon terms acceptable to us or otherwise access adequate sources of liquidity, our ability to fund our own operational requirements and satisfy financial obligations may be adversely affected.

Our indebtedness is significant, which could affect our ability to meet our obligations under our debt instruments and could materially and adversely affect our business and ability to react to changes in the economy or our industry.

We currently have a significant amount of indebtedness. As of June 30, 2013, we had $13.5 billion of indebtedness outstanding (including securitizations and secured indebtedness). Interest expense on our indebtedness was $1.1 billion in 2012. There can be no assurance that we will be able to repay or refinance our debt in the future.

The amount of indebtedness could have important consequences, including the following:

— it may require us to dedicate a significant portion of our cash flow from operations to the payment of the principal of, and interest on, our indebtedness, which reduces the funds available for other purposes, including finance receivable originations;

— it could limit our ability to withstand competitive pressures and reduce our flexibility in responding to changing regulatory, business and economic conditions;

— it may limit our ability to incur additional borrowings or securitizations for working capital, capital expenditures, business development, debt service requirements, acquisitions or general corporate or other purposes, or to refinance our indebtedness;

— it may require us to seek to change the maturity, interest rate and other terms of our existing debt;

— it may cause a further downgrade of our debt and long-term corporate ratings; and

— it may cause us to be more vulnerable to periods of negative or slow growth in the general economy or in our business.

In addition, meeting our anticipated liquidity requirements is contingent upon our continued compliance with our existing debt agreements. An event of default or declaration of acceleration under one of our existing debt

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agreements could also result in an event of default and declaration of acceleration under certain of our other existing debt agreements. Such an acceleration of our debt would have a material adverse effect on our liquidity and our ability to continue as a going concern. Furthermore, our existing debt agreements do not restrict us from incurring significant additional indebtedness. If our debt obligations increase, whether due to the increased cost of existing indebtedness or the incurrence of additional indebtedness, the consequences described above could be magnified.

Our secured term loan and certain of our outstanding notes contain covenants that restrict our operations and may inhibit our ability to grow our business and increase revenues.

Springleaf Financial Funding Company (“SFFC”), a subsidiary of SFC, is the borrower under our senior secured term loan facility (the “Secured Term Loan”). SFC and most of its consumer finance operating subsidiaries guarantee the Secured Term Loan. The Secured Term Loan contains restrictions, covenants, and representations and warranties that apply to SFC and certain of its subsidiaries. If SFC, SFFC or any subsidiary guarantor fails to comply with any of these covenants or breaches these representations or warranties, such noncompliance would constitute a default under the Secured Term Loan (subject to applicable cure periods), and the lenders could elect to declare all amounts outstanding under the agreements related thereto to be immediately due and payable and enforce their respective interests against collateral pledged under such agreements.

The covenants and restrictions in the Secured Term Loan generally restrict certain of SFC’s subsidiaries’ ability to, among other things:

— incur or guarantee additional debt;

— make certain investments or acquisitions;

— transfer or sell assets;

— make distributions on common stock;

— create or incur liens;

— enter into transactions with affiliates; and

— make certain amendments to organizational documents or documents relating to intercompany secured loans.

In certain cases (e.g., the restriction on incurring liens), the restrictions also apply to SFC. They do not generally apply to us or SFI and its subsidiaries (other than SFC and SFC’s consumer finance operating subsidiaries who guarantee the loans). In addition, the Secured Term Loan generally restricts the ability of SFC to engage in mergers or consolidations. Certain of SFC’s indentures and notes also contain a covenant that limits SFC’s and its subsidiaries’ ability to create or incur liens.

The restrictions described above may interfere with our ability to obtain new or additional financing or may affect the manner in which we structure such new or additional financing or engage in other business activities, which may significantly limit or harm our results of operations, financial condition and liquidity. A default and resulting acceleration of obligations could also result in an event of default and declaration of acceleration under certain of our other existing debt agreements. Such an acceleration of our debt would have a material adverse effect on our liquidity and our ability to continue as a going concern. A default could also significantly limit our alternatives to refinance both the debt under which the default occurred and other indebtedness. This limitation may significantly restrict our financing options during times of either market distress or our financial distress, which are precisely the times when having financing options is most important.

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The assessment of our liquidity is based upon significant judgments or estimates that could prove to be materially incorrect.

In assessing our current financial position and developing operating plans for the future, management has made significant judgments and estimates with respect to our liquidity, including but not limited to:

— our ability to generate sufficient cash to service all of our outstanding debt;

— our continued ability to access debt and securitization markets and other sources of funding on favorable terms;

— our ability to complete on favorable terms, as needed, additional borrowings, securitizations, finance receivable portfolio sales, or other transactions to support liquidity, and the costs associated with these funding sources, including sales at less than carrying value and limits on the types of assets that can be securitized or sold, which would affect profitability;

— the potential for downgrade of our debt by rating agencies, which would have a negative impact on our cost of, and access to, capital;

— our ability to comply with our debt covenants, including the borrowing base for the Secured Term Loan;

— the amount of cash expected to be received from our finance receivable portfolio through collections (including prepayments) and receipt of finance charges, which could be materially different than our estimates;

— the potential for declining financial flexibility and reduced income should we use more of our assets for securitizations and finance receivable portfolio sales; and

— the potential for reduced income due to the possible deterioration of the credit quality of our finance receivable portfolios.

Additionally, there are numerous risks to our financial results, liquidity, and capital raising and debt refinancing plans that are not quantified in our current liquidity forecasts. These risks include, but are not limited, to the following:

— the liquidation and related losses within our real estate portfolio could be substantial and result in reduced cash receipts;

— our inability to grow our personal loan portfolio with adequate profitability to fund operations, loan losses, and other expenses;

— our inability to monetize assets including, but not limited to, our access to debt and securitization markets;

— the effect of federal, state and local laws, regulations, or regulatory policies and practices, including the Dodd-Frank Act (which, among other things, established the CFPB with broad authority to regulate and examine financial institutions), on our ability to conduct business or the manner in which we conduct business, such as licensing requirements, pricing limitations or restrictions on the method of offering products, as well as changes that may result from increased regulatory scrutiny of the sub-prime lending industry;

— the potential for increasing costs and difficulty in servicing our loan portfolio, especially our liquidating real estate loan portfolio (including costs and delays associated with foreclosure on real

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estate collateral), as a result of heightened nationwide regulatory scrutiny of loan servicing and foreclosure practices in the industry generally, and related costs that could be passed on to us in connection with the subservicing of our real estate loans that were originated or acquired centrally;

— potential liability relating to real estate and personal loans which we have sold or may sell in the future, or relating to securitized loans, if it is determined that there was a non-curable breach of a warranty made in connection with the transaction;

— the potential for additional unforeseen cash demands or accelerations of obligations;

— reduced income due to loan modifications where the borrower’s interest rate is reduced, principal payments are deferred, or other concessions are made;

— the potential for declines in bond and equity markets; and

— the potential effect on us if the capital levels of our regulated and unregulated subsidiaries prove inadequate to support current business plans.

We intend to support our liquidity position by managing originations (including our decision to cease real estate loan originations effective January 1, 2012) and purchases of finance receivables (including our decision to no longer purchase retail sales finance receivables after January 15, 2013) and maintaining disciplined underwriting standards and pricing on such finance receivables. We intend to support operations and repay indebtedness with one or more of the following activities, among others: finance receivable collections, cash on hand, additional debt financings (particularly new securitizations and possible new issuances and/or debt refinancing transactions), finance receivable portfolio sales, or a combination of the foregoing. There can be no assurance that we will be successful in undertaking any of these activities to support our operations and repay our obligations.

However, the actual outcome of one or more of our plans could be materially different than expected or one or more of our significant judgments or estimates about the potential effects of these risks and uncertainties could prove to be materially incorrect. In the event of such an occurrence, if third-party financing is not available, our liquidity could be substantially and materially affected, and as a result, substantial doubt could exist about our ability to continue as a going concern.

Current ratings could adversely affect our ability to raise capital in the debt markets at attractive rates, which could negatively affect our results of operations, financial condition and liquidity.

Each of Standard & Poor’s Ratings Services (“S&P”), Moody’s Investors Service, Inc. (“Moody’s”), and Fitch, Inc. (“Fitch”) rates SFC’s debt. SFC’s long term corporate debt rating is currently rated B- with a stable outlook by S&P, B- with a stable outlook by Fitch and Caa1 with a positive outlook by Moody’s. Currently, no other Springleaf entity has a corporate debt rating, though they may be rated in the future. Ratings reflect the rating agencies’ opinions of a company’s financial strength, operating performance, strategic position and ability to meet our obligations. Agency ratings are not a recommendation to buy, sell or hold any security, and may be revised or withdrawn at any time by the issuing organization. Each agency’s rating should be evaluated independently of any other agency’s rating.

If SFC’s current ratings continue in effect or our ratings are downgraded, it will likely increase the interest rate that we would have to pay to raise money in the capital markets, making it more expensive for us to borrow money and adversely impacting our access to capital. As a result, our ratings could negatively impact our results of operations, financial condition and liquidity.

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Our securitizations may expose us to financing and other risks, and there can be no assurance that we will be able to access the securitization market in the future, which may require us to seek more costly financing.

We have securitized, and may in the future securitize, certain of our finance receivables to generate cash to originate or purchase new finance receivables or pay our outstanding indebtedness. In each such transaction, we convey a pool of finance receivables to a special purpose entity (“SPE”), which, in turn, conveys the finance receivables to a trust (the issuing entity). Concurrently, the trust issued non-recourse notes or certificates pursuant to the terms of an indenture or pooling and servicing agreement, respectively, which then are transferred to the SPE in exchange for the finance receivables. The securities issued by the trust are secured by the pool of finance receivables. In exchange for the transfer of finance receivables to the issuing entity, we receive the cash proceeds from the sale of the trust securities, all residual interests, if any, in the cash flows from the finance receivables after payment of the trust securities, and a 100% beneficial interest in the issuing entity. As a result of the challenging credit and liquidity conditions, the value of the subordinated securities we retain in our securitizations might be reduced or, in some cases, eliminated.

The more limited securitization markets since 2007 have impaired our ability to complete securitizations. Although we were able to complete a securitization during the third quarter of 2011, three during 2012 and eight so far during 2013, the securitization market remains constrained, and we can give no assurances that we will be able to complete additional securitizations. In addition, since the onset of the recent financial crisis, we have only completed two securitizations of personal loan receivables, and we may face challenges executing future personal loan securitizations in the future.

Rating agencies may also affect our ability to execute a securitization transaction, or increase the costs we expect to incur from executing securitization transactions, not only by deciding not to issue ratings for our securitization transactions, but also by altering the criteria and process they follow in issuing ratings. Rating agencies could alter their ratings processes or criteria after we have accumulated finance receivables for securitization in a manner that effectively reduces the value of those finance receivables by increasing our financing costs or otherwise requiring that we incur additional costs to comply with those processes and criteria. We have no ability to control or predict what actions the rating agencies may take.

Further, other matters, such as (i) accounting standards applicable to securitization transactions and (ii) capital and leverage requirements applicable to banks and other regulated financial institutions holding residential mortgage-backed securities or other asset-backed securities, could result in decreased investor demand for securities issued through our securitization transactions, or increased competition from other institutions that undertake securitization transactions. In addition, compliance with certain regulatory requirements, including the Dodd Frank Act and the Investment Company Act, may affect the type of securitizations that we are able to complete.

If it is not possible or economical for us to securitize our finance receivables in the future, we would need to seek alternative financing to support our operations and to meet our existing debt obligations, which may be less efficient and more expensive than raising capital via securitizations and may have a material adverse effect on our results of operations, financial condition and liquidity.

Risks Related to Our Organization and Structure

If the ownership of our common stock continues to be highly concentrated, it may prevent you and other minority stockholders from influencing significant corporate decisions and may result in conflicts of interest.

Immediately following the completion of this offering, the Initial Stockholder, which is primarily owned by a private equity fund managed by an affiliate of Fortress, will own approximately         % of our outstanding common stock or          % if the underwriters’ overallotment option is fully exercised. As a result, the Initial Stockholder will own shares sufficient for the majority vote over all matters requiring a stockholder vote, including: the election of directors; mergers, consolidations and acquisitions; the sale of all or substantially all of our assets and other decisions affecting our capital structure; the amendment of our certificate of incorporation

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and our bylaws; and our winding up and dissolution. This concentration of ownership may delay, deter or prevent acts that would be favored by our other stockholders. The interests of the Initial Stockholder may not always coincide with our interests or the interests of our other stockholders. This concentration of ownership may also have the effect of delaying, preventing or deterring a change in control of us. Also, the Initial Stockholder may seek to cause us to take courses of action that, in its judgment, could enhance its investment in us, but which might involve risks to our other stockholders or adversely affect us or our other stockholders, including investors in this offering. As a result, the market price of our common stock could decline or stockholders might not receive a premium over the then-current market price of our common stock upon a change in control. In addition, this concentration of share ownership may adversely affect the trading price of our common stock because investors may perceive disadvantages in owning shares in a company with significant stockholders. See “Principal Stockholder” and “Description of Capital Stock—Anti-Takeover Effects of Delaware Law, Our Restated Certificate of Incorporation and Restated Bylaws.”

We are a holding company with no operations and will rely on our operating subsidiaries to provide us with funds necessary to meet our financial obligations and to pay dividends.

We are a holding company with no material direct operations. Our principal assets are the equity interests we directly or indirectly hold in our operating subsidiaries, which own our operating assets. As a result, we will be dependent on loans, dividends and other payments from our subsidiaries to generate the funds necessary to meet our financial obligations and to pay dividends on our common stock. Our subsidiaries are legally distinct from us and may be prohibited or restricted from paying dividends or otherwise making funds available to us under certain conditions. For example, our insurance subsidiaries are subject to regulations that limit their ability to pay dividends or make loans or advances to us, principally to protect policyholders, and certain of our debt agreements limit the ability of certain of our subsidiaries to pay dividends. See “Description of Indebtedness.” If we are unable to obtain funds from our subsidiaries, we may be unable to, or our board may exercise its discretion not to, pay dividends.

We do not anticipate paying any dividends on our common stock in the foreseeable future.

We have no plans to pay regular dividends on our common stock, and we anticipate that a significant amount of any free cash flow generated from our operations will be utilized to redeem or prepay outstanding indebtedness, including debt under our Secured Term Loan and accordingly would not be available for dividends. Any declaration and payment of future dividends to holders of our common stock will be at the sole discretion of our board of directors and will depend on many factors, including our financial condition, earnings, capital requirements, level of indebtedness, statutory and contractual restrictions applying to the payment of dividends and other considerations that our board of directors deems relevant. Until such time that we pay a dividend, our investors must rely on sales of their common stock after price appreciation, which may never occur, as the only way to realize any future gains on their investment.

Certain provisions of a stockholders agreement we expect to enter into with our Initial Stockholder (the “Stockholders Agreement”), our restated certificate of incorporation and our amended and restated bylaws could hinder, delay or prevent a change in control of us, which could adversely affect the price of our common stock.

Certain provisions of the Stockholders Agreement, our restated certificate of incorporation and our amended and restated bylaws contain provisions that could make it more difficult for a third party to acquire us without the consent of our board of directors or Fortress. These provisions provide for:

— a classified board of directors with staggered three-year terms;

— removal of directors only for cause and only with the affirmative vote of at least 80% of the voting interest of stockholders entitled to vote (provided, however, that for so long as Fortress and certain of its affiliates and permitted transferees beneficially own, directly or indirectly, at least 30% of our issued and outstanding common stock (including Fortress’ proportionate interest in shares of our

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common stock held by the Initial Stockholder), directors may be removed with or without cause with the affirmative vote of a majority of the voting interest of stockholders entitled to vote);

— provisions in our restated certificate of incorporation and amended and restated bylaws prevent stockholders from calling special meetings of our stockholders (provided, however, that for so long as Fortress and certain of its affiliates and permitted transferees beneficially own, directly or indirectly, at least 20% of our issued and outstanding common stock (including Fortress’ proportionate interest in shares of our common stock held by the Initial Stockholder), any stockholders that collectively beneficially own at least 20% of our issued and outstanding common stock may call special meetings of our stockholders);

— advance notice requirements by stockholders with respect to director nominations and actions to be taken at annual meetings;

— certain rights to Fortress and certain of its affiliates and permitted transferees with respect to the designation of directors for nomination and election to our board of directors, including the ability to appoint a majority of the members of our board of directors, plus one director, for so long as Fortress and certain of its affiliates and permitted transferees continue to beneficially own, directly or indirectly at least 30% of our issued and outstanding common stock (including Fortress’s proportionate interest in shares of our common stock held by the Initial Stockholder). See “Certain Relationships and Related Party Transactions—Stockholders Agreement”;

— no provision in our restated certificate of incorporation or amended and restated bylaws for cumulative voting in the election of directors, which means that the holders of a majority of the outstanding shares of our common stock can elect all the directors standing for election;

— our restated certificate of incorporation and our amended and restated bylaws only permit action by our stockholders outside a meeting by unanimous written consent, provided, however, that for so long as Fortress and certain of its affiliates and permitted transferees beneficially own, directly or indirectly, at least 20% of our issued and outstanding common stock (including Fortress’s proportionate interest in shares of our common stock held by the Initial Stockholder), our stockholders may act without a meeting by written consent of a majority of our stockholders; and

— under our restated certificate of incorporation, our board of directors has authority to cause the issuance of preferred stock from time to time in one or more series and to establish the terms, preferences and rights of any such series of preferred stock, all without approval of our stockholders. Nothing in our restated certificate of incorporation precludes future issuances without stockholder approval of the authorized but unissued shares of our common stock.

In addition, these provisions may make it difficult and expensive for a third party to pursue a tender offer, change in control or takeover attempt that is opposed by Fortress, our management or our board of directors. Public stockholders who might desire to participate in these types of transactions may not have an opportunity to do so, even if the transaction is favorable to stockholders. These anti-takeover provisions could substantially impede the ability of public stockholders to benefit from a change in control or change our management and board of directors and, as a result, may adversely affect the market price of our common stock and your ability to realize any potential change of control premium. See “Description of Capital Stock—Anti-Takeover Effects of Delaware Law, Our Restated Certificate of Incorporation and Amended and Restated Bylaws.”

Certain of our stockholders have the right to engage or invest in the same or similar businesses as us.

Fortress and AIG and their respective affiliates, including the Initial Stockholder, engage in other investments and business activities in addition to their ownership of us. Under our restated certificate of

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incorporation, Fortress and AIG and their respective affiliates, including the Initial Stockholder, have the right, and have no duty to abstain from exercising such right, to engage or invest in the same or similar businesses as us, do business with any of our clients, customers or vendors or employ or otherwise engage any of our officers, directors or employees. If Fortress and AIG and their respective affiliates, including the Initial Stockholder, or any of their officers, directors or employees acquire knowledge of a potential transaction that could be a corporate opportunity, they have no duty, to the fullest extent permitted by law, to offer such corporate opportunity to us, our stockholders or our affiliates.

In the event that any of our directors and officers who is also a director, officer or employee of any of Fortress, AIG or their respective affiliates, including the Initial Stockholder, acquires knowledge of a corporate opportunity or is offered a corporate opportunity, provided that this knowledge was not acquired solely in such person’s capacity as our director or officer and such person acts in good faith, then even if Fortress or AIG or their respective affiliates, including the Initial Stockholder, pursues or acquires the corporate opportunity or if Fortress or AIG or their respective affiliates, including the Initial Stockholder, do not present the corporate opportunity to us such person is deemed to have fully satisfied such person’s fiduciary duties owed to us and is not liable to us. See “Certain Relationships and Related Party Transactions—Stockholders Agreement.”

Licensing and insurance laws and regulations may delay or impede purchases of our common stock.

Certain of the states in which we are licensed to originate loans and the state in which our insurance subsidiaries are domiciled (Indiana) have laws or regulations which require regulatory approval for the acquisition of “control” of regulated entities. In addition, the insurance laws and regulations in Indiana generally provide that no person may acquire control, directly or indirectly, of a domiciled insurer, unless the person has provided required information to, and the acquisition is approved or not disapproved by, the Department of Insurance. Under some state laws or regulations, there exists a presumption of “control” when an acquiring party acquires as little as 10% of the voting securities of a regulated entity or of a company which itself controls (directly or indirectly) a regulated entity (the threshold is 10% under Indiana’s insurance statutes). Therefore, any person acquiring 10% or more of our common stock may need the prior approval of some state insurance and/or licensing regulators, or a determination from such regulators that “control” has not been acquired, which could significantly delay or otherwise impede their ability to complete such purchase.

Risks Related to this Offering

An active trading market for our common stock may never develop or be sustained.

Although we intend to apply to have our common stock approved for listing on the NYSE, an active trading market for our common stock may not develop on that exchange or elsewhere or, if developed, that market may not be sustained. Accordingly, if an active trading market for our common stock does not develop or is not maintained, the liquidity of our common stock, your ability to sell your shares of common stock when desired and the prices that you may obtain for your shares of common stock will be adversely affected.

The market price and trading volume of our common stock may be volatile, which could result in rapid and substantial losses for our stockholders.

Even if an active trading market develops, the market price of our common stock may be highly volatile and could be subject to wide fluctuations. In addition, the trading volume in our common stock may fluctuate and cause significant price variations to occur. The initial public offering price of our common stock will be determined by negotiation between us, the representatives of the underwriters and the selling stockholders based on a number of factors and may not be indicative of prices that will prevail in the open market following completion of this offering. If the market price of our common stock declines significantly, you may be unable to resell your shares at or above your purchase price, if at all. The market price of our common stock may fluctuate

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or decline significantly in the future. Some of the factors that could negatively affect our share price or result in fluctuations in the price or trading volume of our common stock include:

— variations in our quarterly or annual operating results;

— changes in our earnings estimates (if provided) or differences between our actual financial and operating results and those expected by investors and analysts;

— the contents of published research reports about us or our industry or the failure of securities analysts to cover our common stock after this offering;

— additions to, or departures of, key management personnel;

— any increased indebtedness we may incur in the future;

— announcements by us or others and developments affecting us;

— actions by institutional stockholders;

— litigation and governmental investigations;

— changes in market valuations of similar companies;

— speculation or reports by the press or investment community with respect to us or our industry in general;

— increases in market interest rates that may lead purchasers of our shares to demand a higher yield;

— announcements by us or our competitors of significant contracts, acquisitions, dispositions, strategic relationships, joint ventures or capital commitments; and

— general market, political and economic conditions, including any such conditions and local conditions in the markets in which our borrowers are located.

These broad market and industry factors may decrease the market price of our common stock, regardless of our actual operating performance. The stock market in general has from time to time experienced extreme price and volume fluctuations, including in recent months. In addition, in the past, following periods of volatility in the overall market and the market price of a company’s securities, securities class action litigation has often been instituted against these companies. This litigation, if instituted against us, could result in substantial costs and a diversion of our management’s attention and resources.

Future offerings of debt or equity securities by us may adversely affect the market price of our common stock.

In the future, we may attempt to obtain financing or to further increase our capital resources by issuing additional shares of our common stock or offering debt or other equity securities, including commercial paper, medium-term notes, senior or subordinated notes, debt securities convertible into equity or shares of preferred stock. In particular, we intend to continue to seek opportunities to acquire consumer finance portfolios and/or businesses that engage in consumer finance loan servicing and/or consumer finance loan originations. Future acquisitions could require substantial additional capital in excess of cash from operations. We would expect to finance the capital required for acquisitions through a combination of additional issuances of equity, corporate indebtedness, asset-backed acquisition financing and/or cash from operations.

Issuing additional shares of our common stock or other equity securities or securities convertible into equity may dilute the economic and voting rights of our existing stockholders or reduce the market price of our

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common stock or both. Upon liquidation, holders of debt securities and preferred shares, if issued, and lenders with respect to other borrowings would receive a distribution of our available assets prior to the holders of our common stock. Debt securities convertible into equity could be subject to adjustments in the conversion ratio pursuant to which certain events may increase the number of equity securities issuable upon conversion. Preferred shares, if issued, could have a preference with respect to liquidating distributions or a preference with respect to dividend payments that could limit our ability to pay dividends to the holders of our common stock. Our decision to issue securities in any future offering will depend on market conditions and other factors beyond our control, which may adversely affect the amount, timing or nature of our future offerings. Thus, holders of our common stock bear the risk that our future offerings may reduce the market price of our common stock and dilute their stockholdings in us. See “Description of Capital Stock.”

The market price of our common stock could be negatively affected by sales of substantial amounts of our common stock in the public markets.

After this offering, there will be                 shares of common stock outstanding, or                 shares outstanding if the underwriters exercise their overallotment option in full. Of our issued and outstanding shares, all the common stock sold in this offering will be freely transferable, except for any shares held by our “affiliates,” as that term is defined in Rule 144 under the Securities Act of 1933, as amended (the “Securities Act”). Following completion of the offering, approximately     % of our outstanding common stock (or     % if the underwriters exercise their overallotment option in full) will be held by the Initial Stockholder and can be resold into the public markets in the future in accordance with the requirements of Rule 144. See “Shares Eligible For Future Sale.”

We and our executive officers, directors and the Initial Stockholder (who will hold in the aggregate approximately     % of our outstanding common stock immediately after the completion of this offering or     % if the underwriters exercise their overallotment option in full) have agreed with the underwriters that, subject to certain exceptions, for a period of 180 days after the date of this prospectus, we and they will not directly or indirectly offer, pledge, sell, contract to sell, sell any option or contract to purchase or otherwise dispose of any common stock or any securities convertible into or exercisable or exchangeable for common stock, or in any manner transfer all or a portion of the economic consequences associated with the ownership of common stock, or cause a registration statement covering any common stock to be filed, without the prior written consent of Merrill Lynch, Pierce, Fenner & Smith Incorporated. See “Underwriting.” Merrill Lynch, Pierce, Fenner & Smith Incorporated may waive these restrictions at its discretion.

Pursuant to the Stockholders Agreement, the Initial Stockholder and certain of its affiliates and permitted third party transferees have the right, in certain circumstances, to require us to register their approximately                  shares of our common stock under the Securities Act for sale into the public markets. Upon the effectiveness of such a registration statement, all shares covered by the registration statement will be freely transferable. See “Certain Relationships and Related Party Transactions—Stockholders Agreement.”

The market price of our common stock may decline significantly when the restrictions on resale by our existing stockholders lapse. A decline in the price of our common stock might impede our ability to raise capital through the issuance of additional common stock or other equity securities.

The future issuance of additional common stock in connection with our incentive plans, acquisitions or otherwise will dilute all other stockholdings.

After this offering, assuming the underwriters exercise their overallotment option in full, we will have an aggregate of                 shares of common stock authorized but unissued and not reserved for issuance under our incentive plans. We may issue all of these shares of common stock without any action or approval by our stockholders, subject to certain exceptions. We also intend to continue to evaluate acquisition opportunities and may issue common stock in connection with these acquisitions. Any common stock issued in connection with our incentive plans, acquisitions, the exercise of outstanding stock options or otherwise would dilute the percentage ownership held by the investors who purchase common stock in this offering.

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Investors in this offering will suffer immediate and substantial dilution.

The initial public offering price of our common stock will be substantially higher than the as adjusted net tangible book value per share issued and outstanding immediately after this offering. Our net tangible book value per share as of June 30, 2013 was approximately $         and represents the amount of book value of our total tangible assets minus the book value of our total liabilities, after giving effect to the         for 1 stock split, divided by the number of our shares of common stock then issued and outstanding. Investors who purchase common stock in this offering will pay a price per share that substantially exceeds the net tangible book value per share of common stock. If you purchase shares of our common stock in this offering, you will experience immediate and substantial dilution of $         in the net tangible book value per share, based upon the initial public offering price of $         per share (the midpoint of the estimated initial public offering price range set forth on the cover of this prospectus). Investors that purchase common stock in this offering will have purchased     % of the shares issued and outstanding immediately after the offering, but will have paid     % of the total consideration for those shares.

We will have broad discretion in the use of a significant part of the net proceeds from this offering and may not use them effectively.

Our management currently intends to use the net proceeds from this offering in the manner described in “Use of Proceeds” and will have broad discretion in the application of a significant part of the net proceeds from this offering. The failure by our management to apply these funds effectively could affect our ability to operate and grow our business.

As a public company, we will incur additional costs and face increased demands on our management.

Although our subsidiary, SFC, is an existing reporting company for the purposes of the Securities Exchange Act of 1934, as amended, (the “Exchange Act”), and is already subject to extensive regulation, SHI, as a newly public company with shares listed on a U.S. exchange, will need to comply with an extensive body of regulations that did not apply to us previously, including certain provisions of the Sarbanes Oxley Act of 2002 (the “Sarbanes-Oxley Act”), regulations of the SEC and requirements of the NYSE. We expect these rules and regulations to increase our legal and financial compliance costs and to make some activities more time-consuming and costly. For example, as a result of becoming a public company, we intend to add independent directors and create additional board committees. In addition, we may incur additional costs associated with our public company reporting requirements and maintaining directors’ and officers’ liability insurance. We are currently evaluating and monitoring developments with respect to these rules, which may impose additional costs on us and materially affect our results of operations, financial condition and liquidity.

We will be required by Section 404 of the Sarbanes-Oxley Act to evaluate the effectiveness of our internal controls by the end of our fiscal year ending December 31, 2014, and the outcome of that effort may adversely affect our results of operations, financial condition and liquidity.

As a U.S.-listed public company, we will be required to comply with Section 404 of the Sarbanes-Oxley Act by December 31, 2014. Section 404 will require that we evaluate our internal control over financial reporting to enable management to report on, and our independent auditors to audit as of the end of our fiscal year ended December 31, 2014, the effectiveness of those controls. Our subsidiary, SFC, is already required to comply with Section 404, however we need to undertake a separate review of our internal controls and procedures. While we have begun the process of evaluating our internal controls, we are in the early phases of our review and will not complete our review until after this offering is completed. The outcome of our review may adversely affect our results of operations, financial condition and liquidity. During the course of our review, we may identify control deficiencies of varying degrees of severity, and we may incur significant costs to remediate those deficiencies or otherwise improve our internal controls. As a public company, we will be required to report control deficiencies that constitute a “material weakness” in our internal control over financial reporting. We would also be required to obtain an audit report from our independent auditors regarding the effectiveness of our internal controls over financial reporting. If we fail to implement the requirements of Section 404 in a timely manner, we may be subject to sanctions or investigation by regulatory authorities, including the SEC or the NYSE. Furthermore, if we discover a material weakness or our auditor does not provide an unqualified audit report, our share price could decline and our ability to raise capital could be impaired.

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FORWARD-LOOKING STATEMENTS

Some of the information contained in the sections entitled “Prospectus Summary,” “Risk Factors,” “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” “Business” and elsewhere in this prospectus may contain forward-looking statements that reflect our current views with respect to, among other things, future events and financial performance. You can identify these forward-looking statements by the use of forward-looking words such as “outlook,” “believes,” “expects,” “potential,” “continues,” “may,” “will,” “should,” “could,” “seeks,” “approximately,” “predicts,” “intends,” “plans,” “estimates,” “anticipates,” “target,” “projects,” “contemplates” or the negative version of those words or other comparable words. Any forward-looking statements contained in this prospectus are based upon our historical performance and on our current plans, estimates and expectations in light of information currently available to us. The inclusion of this forward-looking information should not be regarded as a representation by us, Fortress, the Initial Stockholder, the underwriters or any other person that the future plans, estimates or expectations contemplated by us will be achieved. Such forward-looking statements are subject to various risks and uncertainties and assumptions relating to our operations, financial results, financial condition, business, prospects, growth strategy and liquidity. Accordingly, there are or will be important factors that could cause our actual results to differ materially from those indicated in these statements. We believe that these factors include, but are not limited to:

— changes in general economic conditions, including the interest rate environment in which we conduct business and the financial markets through which we can access capital and also invest cash flows from the Insurance segment;

— levels of unemployment and personal bankruptcies;

— shifts in residential real estate values;

— shifts in collateral values, delinquencies, or credit losses;

— natural or accidental events such as earthquakes, hurricanes, tornadoes, fires, or floods affecting our customers, collateral, or branches or other operating facilities;

— war, acts of terrorism, riots, civil disruption, pandemics, or other events disrupting business or commerce;

— our ability to successfully realize the benefits of the SpringCastle Portfolio as a result of integration difficulties and other challenges;

— the potential liabilities and increased regulatory scrutiny associated with the SpringCastle Portfolio;

— our ability to successfully integrate the intended acquisition of the Kentucky Facility and its personnel;

— changes in the rate at which we can collect or potentially sell our finance receivables portfolios;

— the effectiveness of our credit risk scoring models in assessing the risk of customer unwillingness or lack of capacity to repay;

— changes in our ability to attract and retain employees or key executives to support our businesses;

— changes in the competitive environment in which we operate, including the demand for our products, customer responsiveness to our distribution channels, and the strength and ability of our competitors to operate independently or to enter into business combinations that result in a more attractive range of customer products or provide greater financial resources;

— changes in federal, state and local laws, regulations, or regulatory policies and practices, including the Dodd-Frank Act (which, among other things, established the CFPB, which has broad authority

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to regulate and examine financial institutions), that affect our ability to conduct business or the manner in which we conduct business, such as licensing requirements, pricing limitations or restrictions on the method of offering products, as well as changes that may result from increased regulatory scrutiny of the sub-prime lending industry;

— the potential for increased costs and difficulty in servicing our legacy real estate loan portfolio (including costs and delays associated with foreclosure on real estate collateral), as a result of heightened nationwide regulatory scrutiny of loan servicing and foreclosure practices in the industry generally, and related costs that could be passed on to us in connection with the subservicing of our real estate loans that were originated or acquired centrally;

— potential liability relating to real estate and personal loans which we have sold or may sell in the future, or relating to securitized loans, if it is determined that there was a non-curable breach of a warranty made in connection with such transactions;

— the costs and effects of any litigation or governmental inquiries or investigations involving us, particularly those that are determined adversely to us;

— our continued ability to access the capital markets or the sufficiency of our current sources of funds to satisfy our cash flow requirements;

— our ability to comply with our debt covenants, including the borrowing base for the Secured Term Loan;

— our ability to generate sufficient cash to service all of our indebtedness;

— our substantial indebtedness, which could prevent us from meeting our obligations under our debt instruments and limit our ability to react to changes in the economy or our industry, or our ability to incur additional borrowings;

— the potential for downgrade of our debt by rating agencies, which would have a negative impact on our cost of, and access to, capital;

— the impacts of our securitizations and borrowings;

— our ability to maintain sufficient capital levels in our regulated and unregulated subsidiaries;

— changes in accounting standards or tax policies and practices and the application of such new policies and practices to the manner in which we conduct business; and

— other risks described in the “Risk Factors” section of this prospectus.

These factors should not be construed as exhaustive and should be read in conjunction with the other cautionary statements that are included in this prospectus. The forward-looking statements made in this prospectus relate only to events as of the date on which the statements are made. We do not undertake any obligation to publicly update or review any forward-looking statement except as required by law, whether as a result of new information, future developments or otherwise.

If one or more of these or other risks or uncertainties materialize, or if our underlying assumptions prove to be incorrect, our actual results may vary materially from what we may have expressed or implied by these forward-looking statements. We caution that you should not place undue reliance on any of our forward-looking statements. You should specifically consider the factors identified in this prospectus that could cause actual results to differ before making an investment decision to purchase our common stock. Furthermore, new risks and uncertainties arise from time to time, and it is impossible for us to predict those events or how they may affect us.

39

USE OF PROCEEDS

The net proceeds to us from the sale of the                 shares of common stock offered hereby are estimated to be approximately $             million, assuming an initial public offering price of $         per share (the midpoint of the estimated initial public offering price range set forth on the cover page of this prospectus) and after deducting the offering expenses payable by us. We intend to use the net proceeds from this offering to repay or repurchase outstanding indebtedness, which may include (i) our Secured Term Loan, (ii) SFC’s 6.90% medium term notes, Series J, due 2017 or (iii) certain of our as yet unfunded private securitization transactions to the extent we drawdown amounts thereunder to repay or repurchase the indebtedness described under (i) and (ii) hereof, as well as other general corporate purposes, including originations of new personal loans and potential portfolio acquisitions, and to satisfy working capital obligations. Although we regularly consider potential portfolio acquisition opportunities, we are not currently engaged in any discussions or negotiations regarding any potential material portfolio acquisitions. For a description of our Secured Term Loan, see “Description of Indebtedness—Credit Facility.” We will not receive any proceeds from the sale of shares of common stock by the selling stockholders.

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CAPITALIZATION

The following table sets forth our capitalization as of June 30, 2013:

— on an actual basis; and

— on an as adjusted basis to give effect to the sale of              shares of common stock by us in this offering, at an assumed initial public offering price of $         per share, the midpoint of the estimated initial public offering price range set forth on the cover page of this prospectus, after deducting the underwriting discount and estimated offering expenses payable by us, as if the sale were consummated on June 30, 2013.

This table should be read in conjunction with “Selected Historical Consolidated Financial Data,” “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and our unaudited condensed consolidated financial statements and related notes included elsewhere in this prospectus. The following table does not give effect to any of our financing transactions consummated after June 30, 2013, and described under “Description of Indebtedness” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations.”

	As of June 30, 2013
	Actual		As Adjusted
	(in thousands)
Cash and cash equivalents	$	646,372	$
Long-term debt
Secured term loan		2,042,370
Securitization debt:
Real estate		3,528,440		3,528,440
Consumer		823,003		823,003
SpringCastle Portfolio		2,018,486		2,018,486
Retail notes		413,434		413,434
Medium-term notes		4,064,927		4,064,927
Euro denominated notes		408,195		408,195
Junior subordinated debt		171,558		171,558
Total debt	$	13,470,413	$
Equity
Common Stock,                  authorized shares,                  shares issued and outstanding (actual),                  shares issued and outstanding (as adjusted)(1)		1,000
Additional paid-in capital		147,454
Accumulated other comprehensive income		23,406
Retained Earnings		1,066,356
Springleaf shareholder’s equity		1,238,216
Non-controlling interests		485,510		485,510
Total equity		1,723,726
Total capitalization	$	15,194,139	$

(1) Giving effect to the              -for-1 stock split

41

DILUTION

If you invest in our common stock, your ownership interest will be diluted to the extent of the difference between the initial public offering price in this offering per share of our common stock and the pro forma as adjusted net tangible book value per share of our common stock upon consummation of this offering. Net tangible book value per share represents the book value of our total tangible assets less the book value of our total liabilities and non-controlling interests, divided by the number of shares of common stock then issued and outstanding.

Our net tangible book value as of June 30, 2013 was approximately $1.212 billion, or approximately $         per share based on the             shares of common stock issued and outstanding as of such date after giving effect to the          for 1 stock split of our common stock. After giving effect to our sale of common stock in this offering at the initial public offering price of $         per share (the midpoint of the estimated initial public offering price range set forth on the cover page of this prospectus), and after deducting the estimated underwriting discounts and commissions and estimated offering expenses payable by us, our pro forma as adjusted net tangible book value as of June 30, 2013 would have been $            , or $         per share (assuming no exercise of the underwriters’ overallotment option). This represents an immediate and substantial dilution of $         per share to new investors purchasing common stock in this offering. The following table illustrates this dilution per share:

Assumed initial public offering price per share	$—
Net tangible book value per share as of June 30, 2013	$—
Increase in net tangible book value per share attributable to this offering	—
Pro forma as adjusted net tangible book value per share after giving effect to this offering	—
Dilution per share to new investors in this offering	$—

A $1.00 increase (decrease) in the assumed initial public offering price of $         per share (the midpoint of the estimated initial public offering price range set forth on the cover page of this prospectus) would increase (decrease) our net tangible book value by $            , the pro forma as adjusted net tangible book value per share after this offering by $         per share and the dilution to new investors in this offering by $         per share, assuming the number of shares of common stock offered by us, as set forth on the cover page of this prospectus, remains the same and after deducting the estimated underwriting discounts and commissions and estimated offering expenses payable by us.

The following table summarizes, on a pro forma basis as of June 30, 2013, the differences between the number of shares of common stock purchased from us, the total price and the average price per share paid by existing stockholders and by the new investors in this offering, before deducting the underwriting discounts and commissions and estimated offering expenses payable by us, at an assumed initial public offering price of $         per share (the midpoint of the estimated initial public offering price range set forth on the cover page of this prospectus).

	Shares Purchased				Total Consideration				Average Price per Share
	Number	Percent			Amount	Percent
	(in thousands)				(in thousands)
Existing Stockholders				%				%	$
New Investors
Total			100	%	$		100	%

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Sales by the selling stockholders in this offering will reduce the number of shares of common stock held by existing stockholders to                 , or approximately     %, and will increase the number of shares of common stock to be purchased by new investors to                 , or approximately     % of the total shares of common stock outstanding after this offering.

A $1.00 increase (decrease) in the assumed initial offering price would increase (decrease) total consideration paid by new investors and average price per share paid by new investors by $         and $1.00 per share, respectively. An increase (decrease) of 1.0 million in the number of shares offered by us would increase (decrease) total consideration paid by new investors and average price per share paid by new investors by $         and $         per share, respectively.

If the underwriters’ overallotment option is fully exercised, the pro forma as adjusted net tangible book value per share after this offering as of June 30, 2013 would be approximately $         per share and the dilution to new investors per share after this offering would be $         per share.

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DIVIDEND POLICY

We do not currently anticipate paying dividends on our common stock. Any declaration and payment of future dividends to holders of our common stock will be at the discretion of our board of directors and will depend on many factors, including our financial condition, earnings, cash flows, capital requirements, level of indebtedness, statutory and contractual restrictions applicable to the payment of dividends and other considerations that our board of directors deems relevant.

Because we are a holding company and have no direct operations, we will only be able to pay dividends from our available cash on hand and any funds we receive from our subsidiaries. Our insurance subsidiaries are subject to regulations that limit their ability to pay dividends or make loans or advances to us, principally to protect policyholders, and certain of our debt agreements limit the ability of certain of our subsidiaries to pay dividends. See “Description of Indebtedness.” Under Delaware law, dividends may be payable only out of surplus, which is calculated as our net assets less our liabilities and our capital, or, if we have no surplus, out of our net profits for the fiscal year in which the dividend is declared and/or the preceding fiscal year.

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SELECTED HISTORICAL CONSOLIDATED FINANCIAL DATA

The following tables summarize the consolidated financial information of SFI. SHI is a newly-formed Delaware corporation that has not, to date, conducted any activities other than those incident to its formation and the preparation of the registration statement of which this prospectus forms a part, which have been deemed immaterial and therefore are not presented in the summary historical consolidated financial data. Upon completion of the Restructuring, SHI will own 100% of the equity interests in SFI. The selected consolidated statement of operations data for the eleven months ended November 30, 2010, for the one month ended December 31, 2010 and for the years ended December 31, 2011 and 2012 and the selected consolidated balance sheet data as of December 31, 2011 and 2012 have been derived from our audited financial statements included elsewhere in this prospectus. The selected consolidated statement of operations data for the years ended December 31, 2008 and 2009 and the consolidated balance sheet data as of December 31, 2008, 2009 and 2010 have been derived from our audited financial statements not included in this prospectus. The summary consolidated statement of operations data for the six months ended June 30, 2012 and 2013 and the summary consolidated balance sheet data as of June 30, 2013 have been derived from our unaudited financial statements included elsewhere in this prospectus.

The unaudited financial statements have been prepared on the same basis as the audited financial statements and, in the opinion of our management, include all adjustments necessary for a fair presentation of the information set forth herein. Operating results for the six months ended June 30, 2013 are not necessarily indicative of the results that may be expected for the year ending December 31, 2013 or for any future period. Results for the six months ended June 30, 2013 include the SpringCastle Portfolio, which we acquired on April 1, 2013 through a newly-formed joint venture in which we own a 47% equity interest and consolidate in our financial statements. The selected financial data should be read in conjunction with “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and our audited and unaudited consolidated financial statements and related notes included elsewhere in this prospectus.

As a result of the Fortress Acquisition, a new basis of accounting was established and, for accounting purposes, the Predecessor Company was terminated and a Successor Company was created. This distinction is made throughout this prospectus through the inclusion of a vertical black line between the Successor Company and the Predecessor Company columns. Due to the nature of the Fortress Acquisition, we revalued our assets and liabilities based on their fair values at the date of the Fortress Acquisition in accordance with push-down accounting, which resulted in a $1.5 billion bargain purchase gain for the one month ended December 31, 2010. Push-down accounting also affected and continues to affect, among other things, the carrying amount of our finance receivables and long-term debt, our finance charges on our finance receivables and related yields, our interest expense, our allowance for finance receivable losses, and our net charge-off and charge-off ratio. In general, on a quarterly basis, we accrete or amortize the valuation adjustment recorded in connection with the Fortress Acquisition, or record adjustments based on current expected cash flows as compared to expected cash flows at the time of the Fortress Acquisition, in each case, as described in more detail in the footnotes to the tables below and in the Notes to Consolidated Financial Statements for the year ended December 31, 2012 included elsewhere in this prospectus.

The financial information for 2010 includes the financial information of the Successor Company for the one month ended December 31, 2010 and of the Predecessor Company for the eleven months ended November 30, 2010. These separate periods are presented to reflect the new accounting basis established for our Company as of November 30, 2010.

As a result of the application of push-down accounting, the assets and liabilities of the Successor Company are not comparable to those of the Predecessor Company, and the income statement items for the one month ended December 31, 2010 and the years ended December 31, 2011 and 2012 would not have been the same as those reported if push-down accounting had not been applied. In addition, key ratios of the Successor Company are not comparable to those of the Predecessor Company, and are not comparable to other institutions due to the new accounting basis established.

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The pro forma share information in this table includes the effect of a          -for-1 stock split to be effected immediately prior to the pricing of the offering.

	Successor Company														Predecessor Company
	Six Months Ended June 30,					Year Ended December 31,						One Month Ended December 31, 2010			Eleven Months Ended November 30, 2010			Year Ended December 31,
	2013		2012			2012			2011									2009			2008
	(in thousands except per share data)
Statement of Operations Data:
Interest income		$993,634		$864,313			$1,706,292			$1,885,547			$181,329			$1,688,720			$2,133,968			$2,631,868
Interest expense		468,926		560,273			1,068,391			1,268,047			118,693			996,469			1,091,163			1,254,094
Net interest income		524,708		304,040			637,901			617,500			62,636			692,251			1,042,805			1,377,774
Provision for finance receivable losses		182,938		136,939			338,219			332,848			38,767			444,349			1,275,546			1,080,968
Net interest income after provision for finance receivable losses		341,770		167,101			299,682			284,652			23,869			247,902			(232,741	)		296,806
Other revenues		95,126		47,892			94,203			138,159			31,812			224,422			126,986			149,157
Other expenses		310,369		356,480			700,741			746,016			61,976			737,052			803,435			1,396,656
Bargain purchase gain		—		—			—			—			1,469,182			—			—			—
Income (loss) before provision for (benefit from) income taxes		126,527		(141,487	)		(306,856	)		(323,205	)		1,462,887			(264,728	)		(909,190	)		(950,693	)
Provision for (benefit from) income taxes		27,708		(48,481	)		(88,222	)		(99,049	)		(1,388	)		(250,697	)		(431,515	)		394,959
Net income (loss)		98,819		(93,006	)		(218,634	)		(224,156	)		1,464,275			(14,031	)		(477,675	)		(1,345,652	)
Less: Net income (loss) attributable to non-controlling interests		53,948		—			—			—			—			—			—			—
Net income (loss) attributable to Springleaf		$44,871		$(93,006	)		$(218,634	)		$(224,156	)		$1,464,275			$(14,031	)		$(477,675	)		$(1,345,652	)
Share Data:
Number of shares outstanding
Basic and diluted		2,000,000		2,000,000			2,000,000			2,000,000			2,000,000			2,000,000			2,000,000			2,000,000
Earnings (loss) per share
Basic and diluted		$22.44		$(46.50	)		$(109.32	)		$(112.08	)		$732.14			$(7.02	)		$(238.84	)		$(672.83	)
Pro forma Share Data(1):
Number of shares outstanding
Basic and diluted
Earnings (loss) per share
Basic and diluted

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	Successor Company								Predecessor Company
	June  30, 2013		December 31,						December 31,
			2012		2011		2010		2009		2008
					(in thousands)
Balance Sheet Data:
Net finance receivables, net of allowance		$14,056,498		$11,633,366		$13,098,754		$14,352,518		$17,306,700		$23,458,949
Cash and cash equivalents		646,372		1,554,348		689,586		1,397,563		1,311,842		916,318
Total assets		16,042,293		14,673,515		15,494,888		18,260,950		22,787,386		26,547,375
Long-term debt*		13,470,413		12,596,577		13,070,393		15,168,034		17,743,343		20,980,980
Total liabilities		14,318,567		13,473,388		14,131,984		16,650,652		20,870,733		24,908,044
Springleaf shareholder’s equity		1,238,216		1,200,127		1,362,904		1,610,298		1,916,653		1,639,331
Non-controlling interests		485,510		—		—		—		—		—
Total equity		1,723,726		1,200,127		1,362,904		1,610,298		1,916,653		1,639,331

* Long-term debt comprises the following:

	Successor Company								Predecessor Company
	June 30, 2013		December 31,						December 31,
			2012		2011		2010		2009		2008
					(in thousands)
Long-term debt:
Secured term loan		$2,042,370		$3,765,249		$3,768,257		$3,033,185		$—		$—
Securitization debt:
Real estate		3,528,440		3,120,599		1,385,847		1,526,770		1,168,379		333,709
Consumer		823,003		—		—		—		—		—
SpringCastle Portfolio		2,018,486		—		—		—		—		—
Total securitization debt		6,369,929		3,120,599		1,385,847		1,526,770		1,168,379		333,709
Credit facility		—		—		—		—		2,125,000		2,125,000
SFI credit agreements		—		—		—		—		—		165,000
Retail notes		413,434		522,416		587,219		815,437		1,150,216		1,321,453
Medium-term notes		4,064,927		4,162,674		5,999,325		7,850,175		10,179,972		14,024,078
Euro denominated notes		408,195		854,093		1,158,223		1,770,965		2,770,429		2,662,464
Total unsecured senior debt		4,886,556		5,539,183		7,744,767		10,436,577		16,225,617		20,297,995
Junior subordinated debt (hybrid debt)		171,558		171,546		171,522		171,502		349,347		349,276
Total		$13,470,413		$12,596,577		$13,070,393		$15,168,034		$17,743,343		$20,980,980

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	Successor Company															Predecessor Company
	Six Months Ended June 30,						Year Ended December 31,						One Month Ended December 31, 2010			Eleven Months Ended November 30, 2010			Year Ended December 31,
	2013			2012			2012			2011									2009			2008
										(in thousands)
Other Financial Data:
Cash flows from operating activities		$118,888			$163,976			$215,898			$180,606			$(110,808	)		$383,554			$554,755			$842,466
Cash flows from investing activities		(2,249,594	)		657,350			1,433,964			1,540,673			140,994			3,198,343			3,286,282			(237,678	)
Cash flows from financing activities		1,224,248			(92,163	)		(788,049	)		(2,430,367	)		(122,712	)		(3,402,963	)		(3,445,480	)		(1,776,866	)

Notes:

(1) Pro forma Share Data gives retroactive effect to the contemplated          -for-1 stock split to be effected immediately prior to the pricing of the offering.

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MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION

AND RESULTS OF OPERATIONS

SHI is a newly-formed Delaware corporation that has not, to date, conducted any activities other than those incident to its formation and the preparation of the registration statement of which this prospectus forms a part. Upon the completion of the Restructuring, SHI will own 100% of the equity interests of SFI. Unless the context suggests otherwise, references in this section to “Springleaf,” the “Company,” “we,” “us,” and “our” refer to SFI and its consolidated subsidiaries prior to the consummation of the Restructuring, and to SHI and its consolidated subsidiaries after the consummation of the Restructuring. The following discussion and analysis of our financial condition and results of operations should be read together with our financial statements and related notes and other financial information appearing elsewhere in this prospectus. This discussion and analysis contains forward-looking statements that involve risk, uncertainties and assumptions. See “Forward-Looking Statements.” Our actual results could differ materially from those anticipated in the forward-looking statements as a result of many factors, including those discussed in “Risk Factors” and elsewhere in this prospectus.

Overview

Springleaf is a leading consumer finance company providing responsible loan products to customers through our nationwide branch network and iLoan, our internet lending division. We have a nearly 100-year track record of high quality origination, underwriting and servicing of personal loans primarily to non-prime consumers. We leverage our knowledge of consumer behavior and sophisticated proprietary analytics and tools to price and manage risk. We originate consumer loans through our network of 834 branch offices in 26 states and on a centralized basis as part of our iLoan division. Through two insurance subsidiaries, we write credit and non-credit insurance policies covering our customers and the property pledged as collateral for our loans. We also pursue strategic acquisitions of loan portfolios. As part of this strategy, we recently acquired from HSBC a $3.9 billion consumer loan portfolio through a joint venture in which we own a 47% equity interest. We expect to achieve a meaningful return on our investment in the portfolio, which we refer to as the SpringCastle Portfolio, as well as a stable servicing fee income stream.

We have the proven ability to finance our businesses from a diversified source of capital and funding, including cash flow from operations and financings in the capital markets in the form of personal loan and mortgage loan securitizations. Earlier this year we demonstrated the ability to attract capital markets funding for our core personal loans by completing two securitizations of personal loans, a first for our industry in 15 years. We expect to continue to expand this program that locks in our funding for loan originations for multiple years. Over the last several years we have also demonstrated the ability to replace maturing unsecured debt with lower-cost, non-recourse securitization debt backed by our legacy real estate loan portfolio. We further expanded our available financing alternatives in May 2013 by re-entering the unsecured debt market, our first unsecured note issuance in six years. We also have significant unencumbered assets to support future corporate lines of credit that will give us added financial flexibility.

As of June 30, 2013, we had four business segments: Consumer, Insurance, Portfolio Acquisitions and Real Estate. For a discussion of our segments see “—Segment Overview” below.

Our Products and Services

We provide secured and unsecured loans and related insurance products to individuals.

Personal Loans

We offer personal loans through our branch offices and over the internet through our iLoan division to customers who generally need timely access to cash. Our personal loans are typically non-revolving with a fixed-rate and a fixed, original term of two to four years. At June 30, 2013, we had over 786,000 personal loans, representing $2.9 billion in net finance receivables, of which $1.3 billion, or 45%, was secured by collateral consisting of titled personal property, $1.2 billion, or 40%, was secured by consumer household goods or other items of personal property, and the remainder was unsecured.

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Insurance Products

In connection with our personal loan business we offer our customers credit insurance (life insurance, accident and health insurance, and involuntary unemployment insurance), non-credit insurance, and ancillary products, such as warranty protection. Credit insurance and non-credit insurance products are provided by our subsidiaries, Merit Life Insurance Co. (“Merit”) and Yosemite Insurance Company (“Yosemite”).

In addition, in April 2013, through our Springleaf Acquisitions division, we acquired from HSBC the SpringCastle Portfolio, a $3.9 billion consumer loan portfolio consisting of more than 415,000 loans, at a purchase price of $3.0 billion. We acquired the portfolio through a newly-formed joint venture in which we own a 47% equity interest and which we consolidate in our financial statements. The portfolio includes primarily unsecured personal loans as well as loans secured with subordinate residential real estate mortgages. Because the subordinate residential real estate mortgages are primarily revolving loans secured by junior liens with little, if any, underlying real estate value, we believe these loans exhibit characteristics and performance more closely resembling unsecured personal loans. The junior lien loans are therefore characteristically distinct from our legacy real estate portfolio, which is comprised generally of fixed rate loans secured by first lien mortgages. Accordingly, we intend to service these loans as personal loans which is consistent with the manner in which they were serviced by HSBC. We assumed the direct servicing obligations for these loans in September, 2013 and earn a servicing fee from the joint venture.

We ceased real estate lending in January 2012, and ceased purchasing retail sales contracts and revolving retail accounts in January 2013. We are currently in the process of liquidating these legacy portfolios. Until the liquidation is complete, we will continue to report these products as legacy businesses. As of June 30, 2013, our real estate loans and our retail sales contracts had $8.5 billion and $140.8 million in net finance receivables, respectively.

How We Assess Our Business Performance

Our net profit and the return on our investment required to generate net profit are the primary metrics by which we assess our business performance. Accordingly, we closely monitor the primary drivers of net profit which consist of the following:

Net Interest Income

We track the spread between the interest income earned on our loans and the interest expense incurred on our debt, and continually monitor the components of our yield and our cost of funds.

Net Credit Losses

The credit quality of our loans is driven by our long-standing underwriting philosophy, which takes into account the prospective customer’s household budget, and his or her willingness and capacity to repay the proposed loan. The profitability of our loan portfolio is directly connected to net credit losses; therefore, we closely analyze credit performance. We also monitor recovery rates because of their contribution to the reduction in the severity of our charge offs. Additionally, because delinquencies are an early indicator of future net credit losses, we analyze delinquency trends, adjusting for seasonality, to determine whether or not our loans are performing in line with our original estimates.

Operating Expenses

We assess our operational efficiency using various metrics and conduct extensive analysis to determine whether fluctuations in cost and expense levels indicate operational trends that need to be addressed. As a result of the restructuring of our business in 2012, we believe our operating expenses will be reduced significantly in 2013 compared to 2011, before considering the impact from the acquisition of the SpringCastle Portfolio. These reductions in operating expenses will be achieved primarily through reduced salaries and benefits from the reduction in our workforce and decreased occupancy and other related operating expenses due to the reduction in

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the number of branch offices during 2012, which are described elsewhere in this prospectus. Our operating expense analysis also includes a review of origination and servicing costs to assist us in managing overall profitability.

Because loan volume and portfolio size determine the magnitude of the impact of each of the above factors on our earnings, we also closely monitor origination volume and annual percentage rate (“APR”).

Recent Developments

iLoan Division

Our extensive network of branches and expert personnel is complemented by our internet lending division, known as iLoan. Formed at the beginning of this year, the iLoan division allows us to reach customers located outside our branch footprint and to more effectively process applications from customers within our branch footprint who prefer the convenience of online transactions.

We have recently expanded our efforts related to our iLoan division using e-signature and automated clearinghouse (“ACH”) funding capabilities. As of June 30, 2013, the iLoan division was lending in 20 states. We intend to expand our capabilities into another 26 states by the end of this year.

SpringCastle Portfolio

On April 1, 2013, as part of our focus on our consumer lending business, we acquired from HSBC the SpringCastle Portfolio, a $3.9 billion consumer loan portfolio consisting of more than 415,000 loans, at a purchase price of $3.0 billion. The portfolio includes primarily unsecured personal loans as well as loans secured with subordinate residential real estate mortgages. Because the subordinate residential real estate mortgages are primarily revolving loans secured by junior liens with little, if any, underlying real estate value, we believe these loans exhibit characteristics and performance more closely resembling unsecured personal loans. The junior lien loans are therefore characteristically distinct from our legacy real estate portfolio, which is comprised generally of fixed rate loans secured by first lien mortgages. Accordingly, we intend to service these loans as personal loans which is consistent with the manner in which they were serviced by HSBC.

Our Springleaf Acquisitions division effected the purchase of the SpringCastle Portfolio through a three-way joint venture with an entity controlled by Newcastle Investment Corp. (“Newcastle”), which is managed by an affiliate of Fortress, and with an affiliate of Blackstone Tactical Opportunities Advisors L.L.C. (“Blackstone”). We own a 47% equity interest in the joint venture.

Springleaf Servicing Solutions

We have expanded our personal loan servicing capabilities to include centralized servicing of acquired loan portfolios, such as the SpringCastle Portfolio, as well as our internet-originated loans.

In September 2013, our Springleaf Servicing Solutions division assumed direct servicing of the SpringCastle Portfolio for which we earn a fee from the joint venture. We believe this servicing capability, in addition to efforts to expand our organic centralized servicing capabilities will enable us to further improve efficiencies in our servicing operations, improve our ability to make future acquisitions of loan portfolios and attract fee-based servicing opportunities.

Consumer Loan Securitizations

Earlier this year we demonstrated the ability to attract capital markets funding for our personal loan business by completing two securitizations of personal loans, a first for our industry in 15 years. The first was a securitization closed in February 2013 that includes a two-year revolving period. This successful transaction was followed in June 2013 with a three-year revolving personal loan securitization. We expect to continue to expand

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this program that locks in our funding for loan originations for multiple years. Over the last several years we have also demonstrated the ability to replace maturing unsecured debt with lower-cost, non-recourse securitization debt backed by our personal loan and legacy real estate loan portfolios.

On September 25, 2013, we completed a private securitization transaction in which Springleaf Funding Trust 2013-BAC (the “2013-BAC Trust”), a wholly owned special purpose vehicle of SFC, issued $500.0 million of notes backed by an amortizing pool of personal loans acquired from subsidiaries of SFC. We sold the personal loan-backed notes for $500.0 million, calculated before expenses.

On September 26, 2013, we completed a private securitization transaction in which Midbrook Funding Trust 2013-VFN1 (the “Midbrook 2013-VFN1 Trust”), a wholly owned special purpose vehicle of SFC, issued variable funding notes with a maximum principal balance of $300 million to be backed by personal loans acquired from subsidiaries of SFC from time to time. The notes were not funded at closing, but may be funded from time to time over a one-year period, subject to the satisfaction of customary conditions precedent. During this period, the notes can also be paid down in whole or in part and then redrawn. Following the one-year funding period, the principal amount of the notes, if any, will amortize and will be due and payable in full in October 2017.

On September 27, 2013, we completed a private securitization transaction in which Springleaf Funding Trust 2013-VFN1 (the “Springleaf 2013-VFN1 Trust”), a wholly owned special purpose vehicle of SFC, issued variable funding notes with a maximum principal balance of $350 million to be backed by personal loans acquired from subsidiaries of SFC from time to time. The notes were not funded at closing, but may be funded from time to time over a two-year period, which may be extended for one year, subject to the satisfaction of customary conditions precedent. During this period, the notes can also be paid down in whole or in part and then redrawn. Following the two- or three-year funding period, as the case may be, the principal amount of the notes, if any, will amortize and will be due and payable in full in October 2019.

Secured Term Loan Prepayments

On July 29, 2013 and September 30, 2013, SFFC made prepayments, without penalty or premium, of $235.1 million and $1.25 billion, respectively, of outstanding principal (plus accrued interest) on the Secured Term Loan. In addition, on September 30, 2013, the parties to the Secured Term Loan entered into an incremental facility joinder agreement with Bank of America, N.A., as lender, administrative agent and collateral agent, whereby $750.0 million of new term loans due September 30, 2019 (the “New Loan Tranche”) were made. Proceeds from the New Loan Tranche were used to fund the $1.25 billion prepayment of existing secured term loans due 2017. Following the prepayments, the outstanding principal amount of existing secured term loans due 2017 totaled $550.0 million.

SFC’s Offerings of Senior Notes

A key component of our strategy is issuing new debt on attractive terms to raise funds for our operations. On May 29, 2013, SFC issued $300 million aggregate principal amount of 6.00% senior notes due 2020 (the “6.00% Senior Notes”). The size of the offering was increased from an original $250 million, and we believe the demand for this debt instrument is indicative of our strong capital structure and access to diverse sources of liquidity.

On September 24, 2013, SFC issued $650 million aggregate principal amount of 7.75% senior notes due 2021 (the “7.75% Senior Notes”) and $300 million aggregate principal amount of 8.25% senior notes due 2023 (the “8.25% Senior Notes,” and together with the 7.75% Senior Notes, the “Notes”). SFC issued $500 million aggregate principal amount of the 7.75% Senior Notes and $200 million aggregate principal amount of the 8.25% Senior Notes in exchange for $700 million aggregate principal amount of SFC’s outstanding 6.90% medium term notes, Series J, due 2017 (the “Exchange Transaction”). SFC used a portion of the proceeds from the offering of the Notes to repurchase $183.7 million aggregate principal amount of its 6.90% medium term notes, Series J, due 2017.

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Springleaf Holdings, LLC Restricted Stock Units

On September 30, 2013, Springleaf Holdings, LLC granted fully vested restricted stock units (“RSUs”) to certain executives of the Company. The common units underlying these RSUs will be delivered to the executives on the earlier of the completion of this offering or March 15, 2014 and cannot be sold or otherwise transferred for 5 years following the date of delivery, except to the extent necessary to satisfy certain tax obligations.

The Company has recognized this grant in accordance with ASC 718, Compensation—Stock Compensation. This guidance requires all share-based payments to employees, including grants of employee stock options, to be recognized as an expense in the consolidated statements of income and comprehensive income, based on the fair values. The amount of compensation is measured at the fair value of the awards when granted and this cost is expensed over the required service period, which is normally the vesting period of the award, in this case, fully expensed on September 30, 2013.

Springleaf Financial Holdings, LLC Incentive Units

Prior to the consummation of this offering, and subject to the approval of the board of the Initial Stockholder, certain executives of the Company will receive a grant of incentive units in the Initial Stockholder. These incentive units are intended to encourage the executives to create sustainable, long-term value for the Company by providing them with interests that will be subject to their continued employment with the Company and that will only provide benefits (in the form of distributions) if the Initial Stockholder makes distributions to one or more of its common members that exceed specified amounts. We expect that the incentive units will be entitled to vote together with the holders of common units in the Initial Stockholder as a single class on all matters. We also expect that these incentive units will not be able to be sold or otherwise transferred and the executives will be entitled to receive these distributions only while they are employed with the Company, unless the executive’s termination of employment results from the executive’s death, in which case the executive’s beneficiaries will be entitled to receive any future distributions.

The Company will recognize these incentive units in accordance with ASC 710, Compensation— General, and will recognize compensation expense at the time distributions are made to the executives.

Preliminary Financial Information

The following preliminary, unaudited financial information included in this prospectus has been prepared by, and is the responsibility of management and reflects our expectations with respect to our results of operations for the quarter ended September 30, 2013, based on currently available information. We have not yet finalized our financial statements as of and for the quarter ended September 30, 2013, and our independent registered public accounting firm has not audited, reviewed, compiled or performed any procedures, with respect to the preliminary financial information presented below and accordingly does not express an opinion or any form of assurance with respect thereto.

Actual results for the period may differ materially from the preliminary estimates discussed below. Our preliminary information indicates that our third quarter 2013 net income attributable to Springleaf may be lower than the second quarter 2013, due to the following items (all amounts set out below are before impact from taxes) :

— $41.2 million of recoveries on charged off finance receivables recognized in the second quarter of 2013, resulting from a sale of finance receivables to an unrelated third party in June 2013.

— An increase in provision for finance receivables losses in our SpringCastle Portfolio in the third quarter of 2013 (as compared to the second quarter of 2013). We acquired the SpringCastle Portfolio at the beginning of the second quarter, and we expected this increase to occur as the

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portfolio normalizes to a stabilized charge off ratio after it was recorded at fair value at the time of the acquisition. We expect this provision for finance receivable losses to be in the range of $64 million to $67 million in the third quarter 2013, compared to $17.8 million in the second quarter 2013. After deducting the non-controlling interest impact of these amounts, we expect the provision attributable to Springleaf to be in the range of $30 million to $31 million in the third quarter 2013 compared to $8.4 million in the second quarter 2013.

— A loss of approximately $35 million due to the accelerated repurchase of approximately $184 million aggregate principal balance of our outstanding 6.90% medium term notes, Series J, due 2017.

— Non-cash stock compensation expense of approximately $131 million due to the grant of restricted stock units (fully vested at grant) to certain of our executives in the third quarter 2013.

Outlook

Assuming the U.S. economy continues to experience slow to moderate growth, we expect to maintain the favorable performance of our personal loans achieved during 2012 and the first half of 2013. We believe the strong credit quality of our personal loan portfolio is the result of our disciplined underwriting practices and ongoing collection efforts. We also continue to see growth in the volume of personal loan originations driven by several factors:

— Declining competition from banks, thrifts and credit unions as these institutions have retreated from the non-prime market in the face of regulatory scrutiny and in the aftermath of the housing crisis. This reduction in competition has occurred concurrently with the exit of subprime credit card providers from the industry. As a result of the reduced lending of these competitors, access to credit has fallen substantially for the non-prime segment of customers, which, in turn, has increased our potential customer base.

— Slow but sustained economic growth.

— Migration of customer activity from traditional channels such as direct mail to online channels (served by our iLoan division) where we are well suited to capture volume due to our scale, technology and deployment of advanced analytics.

— Our renewed focus on our personal loan business as we have discontinued real estate and other product originations both in our branches and in centralized lending.

We anticipate the credit quality ratios in our real estate loan portfolio will remain under pressure as the portfolio continues to liquidate, however, performance may improve as a result of strengthening home prices as well as increased centralization of real estate loan servicing and the application of analytics to more effectively target portfolio management and collections strategies.

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Results of Operations

Consolidated Results

See table below for our consolidated operating results. A further discussion of our operating results for each of our segments is provided under “—Segment Results.”

	Successor Company														Predecessor Company
	Six Months Ended June 30,					Year Ended December 31,						One Month Ended December 31, 2010			Eleven Months Ended November 30, 2010
	2013		2012			2012			2011
	(in thousands)
Interest income:
Finance charges		$993,634		$861,919			$1,703,552			$1,885,547			$181,329			$1,668,302
Finance receivables held for sale originated as held for investment		—		2,394			2,740			—			—			20,418
Total interest income		993,634		864,313			1,706,292			1,885,547			181,329			1,688,720
Interest expense		468,926		560,273			1,068,391			1,268,047			118,693			996,469
Net interest income		524,708		304,040			637,901			617,500			62,636			692,251
Provision for finance receivable losses		182,938		136,939			338,219			332,848			38,767			444,349
Net interest income after provision for finance receivable losses		341,770		167,101			299,682			284,652			23,869			247,902
Other revenues:
Insurance		68,867		61,323			126,423			120,190			11,269			113,604
Investment		20,931		18,167			32,550			35,694			431			37,789
Other		5,328		(31,598	)		(64,770	)		(17,725	)		20,112			73,029
Total other revenues		95,126		47,892			94,203			138,159			31,812			224,422
Other expenses:
Operating expenses:
Salaries and benefits		157,290		162,992			320,164			359,724			31,168			390,255
Other operating expenses		121,979		142,835			296,395			345,178			26,223			303,221
Restructuring expenses		—		23,503			23,503			—			—			—
Insurance losses and loss adjustment expenses		31,100		27,150			60,679			41,114			4,585			43,576
Total other expenses		310,369		356,480			700,741			746,016			61,976			737,052
Bargain purchase gain		—		—			—			—			1,469,182			—
Income (loss) before provision for (benefit from) income taxes		126,527		(141,487	)		(306,856	)		(323,205	)		1,462,887			(264,728	)
Provision for (benefit from) income taxes		27,708		(48,481	)		(88,222	)		(99,049	)		(1,388	)		(250,697	)
Net income (loss)		98,819		(93,006	)		(218,634	)		(224,156	)		1,464,275			(14,031	)
Less: Net income attributable to non-controlling interests		53,948		—			—			—			—			—
Net income (loss) attributable to Springleaf		$44,871		$(93,006	)		$(218,634	)		$(224,156	)		$1,464,275			$(14,031	)

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Comparison of Consolidated Results for Six Months Ended June 30, 2013 and 2012

Finance charges for the six months ended June 30, 2013 when compared to the same period in 2012 increased due to the net of the following:

	2013 Compared to 2012 Six Months Ended
	(in thousands)
Decrease in average net receivables		$(71,959	)
Increase in yield		40,318
Change in number of days (due to 2012 leap year)		(3,522	)
SpringCastle finance charges in 2013		166,878
Total		$131,715

Average net receivables (excluding SpringCastle Portfolio) decreased for the six months ended June 30, 2013 when compared to the same period in 2012 primarily due to our liquidating real estate loan and retail sales finance portfolios as well as the impact of our branch office closings during 2012, partially offset by higher personal loan average net receivables resulting from our new focus on personal loans.

Yield increased for the six months ended June 30, 2013 when compared to the same period in 2012 primarily due to our continued focus on personal loans, which have higher yields. These increases were partially offset by the increase in Troubled Debt Restructuring (“TDR”) finance receivables (which result in reduced finance charges reflecting the reductions to the interest rates on these TDR finance receivables) and the diminishing impact on yield from the effects of push-down accounting over time.

The acquisition of the SpringCastle Portfolio favorably impacted our finance charge revenues.

Interest expense decreased for the six months ended June 30, 2013 when compared to the same period in 2012 due to the following:

	2013 Compared to 2012 Six Months Ended
	(in thousands)
Decrease in average debt		$(44,924	)
Decrease in weighted average interest rate		(71,014	)
SpringCastle interest expense in 2013		24,591
Total		$(91,347	)

Average debt decreased for the six months ended June 30, 2013 when compared to the same period in 2012 primarily due to debt repurchases and repayments of $2.3 billion during the last half of 2012 and $3.3 billion during the first half of 2013. These decreases were partially offset by six securitization transactions completed during the past 12 months, including the securitization of the SpringCastle Portfolio. The weighted average interest rate on our debt decreased for the six months ended June 30, 2013 when compared to the same period in 2012 primarily due to debt repurchases and repayments during the last half of 2012 and the first half of 2013, which resulted in lower accretion of net discount applied to long-term debt. The lower weighted average interest rate also reflected the completion of the securitization transactions described above, which generally have lower interest rates.

Provision for finance receivable losses increased $46.0 million for the six months ended June 30, 2013 when compared to the same period in 2012. This was primarily due to the additional allowance requirements of $56.1 million recorded in the six months ended June 30, 2013 on our real estate loans deemed to be TDR finance receivables subsequent to the Fortress Acquisition, growth in our personal loans in 2013 and additional provision from the SpringCastle Portfolio. These increases were partially offset by $41.2 million of recoveries on charged-off finance receivables resulting from a sale of these finance receivables to an unrelated third party in June 2013

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as well as favorable personal and real estate loan delinquency trends. We expect to continue to sell charged-off finance receivables within our portfolios from time to time. If we were to sell additional charged-off finance receivables in a given period, we would recognize a decrease to our provision for finance receivables losses and improve our liquidity. The allowance for finance receivables losses was eliminated with the application of push-down accounting as the allowance for finance receivables losses was incorporated in the new fair value basis of the finance receivables as of the Fortress Acquisition date.

Other revenues increased $36.9 million for the six months ended June 30, 2013 when compared to the same period in 2012 primarily due to $29.2 million in favorable variances in writedowns and net gain (loss) on sales of real estate owned properties primarily due to a decrease in the number of real estate owned properties and partially due to a change in our assumptions with respect to estimating the net realizable value of real estate owned effective December 31, 2012. The change in our assumptions resulted from our valuation assessment of real estate owned in comparison to realization experience. The increase in other revenues also reflected lower net losses on foreign exchange transactions relating to our Euro denominated debt, cross currency interest rate swap agreement, and Euro denominated cash and cash equivalents, which resulted in a favorable variance of $4.0 million during the six months ended June 30, 2013 when compared to the same period in 2012 and lower net losses on debt repurchases and repayments.

Salaries and benefits decreased $5.7 million for the six months ended June 30, 2013 when compared to the same period in 2012 primarily due to having fewer employees in 2013 as a result of the restructuring activities during the first half of 2012 and lower pension expenses primarily due to the pension plan freeze effective December 31, 2012.

Other operating expenses decreased $20.9 million for the six months ended June 30, 2013 when compared to the same period in 2012 primarily due to lower occupancy costs as a result of fewer branch offices in 2013, lower real estate expenses, and additional expenses recorded in 2012 for refunds to customers of our United Kingdom subsidiary relating to payment protection insurance, partially offset by servicing fee expenses charged by HSBC to service the SpringCastle Portfolio pursuant to an interim servicing agreement, and higher advertising expenses due to increased mailings and promotions.

As part of a strategic effort to streamline operations and reduce expenses and focus on consumer lending, we initiated the following restructuring activities during the first half of 2012: we ceased originating real estate loans in the United States and the United Kingdom effective January 1, 2012; we also ceased branch-based personal lending and retail sales financing in 14 states where we did not have a significant presence; we consolidated certain branch operations in 26 states and closed 231 branch offices in various states; and in August 2012, we sold our entire UK finance receivable portfolio as well as our UK mortgage brokerage business. As a result of these restructuring activities, we reduced our workforce by 820 employees, which meaningfully reduced our ongoing labor expenses and incurred a pretax charge of $23.5 million during the first half of 2012.

Provision for income taxes totaled $27.7 million for the six months ended June 30, 2013 compared to our benefit from income taxes of $48.5 million for the same period in 2012. Our effective tax rate was 21.9% for the six months ended June 30, 2013. The effective tax rate differed from the federal statutory rate for the six months ended June 30, 2013 primarily due to the effect of the non-controlling interest in our joint venture, which decreased the effective tax rate by 14.9%.

Comparison of Consolidated Results for 2012 and 2011

Finance charges decreased in 2012 when compared to 2011 due to the net of the following:

	2012 Compared to 2011 Year Ended December 31, 2012
	(in thousands)
Decrease in average net receivables		$(168,839	)
Decrease in yield		(17,092	)
Increase in number of days in 2012		3,936
Total		$(181,995	)

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Average net receivables decreased in 2012 when compared to 2011 primarily due to our liquidating real estate loan portfolio as well as the impact of our branch office closings during 2012, which were partially offset by an increase in personal loans average net receivables.

Yield decreased in 2012 when compared to 2011 primarily due to the increase in TDR finance receivables and the diminishing impact on yield from the effects of push-down accounting over time. This decrease was partially offset by a higher proportion of personal loans in our finance receivable portfolio, which have higher yields. The decrease in yield in 2012 also reflected lower finance charges resulting from an out-of-period adjustment recorded in the second quarter of 2013, which decreased finance charges by $13.9 million ($11.5 million of which related to 2011). The adjustment related to the correction of capitalized interest on purchased credit impaired finance receivables serviced by a third party.

Interest expense decreased in 2012 when compared to 2011 due to the following:

	2012 Compared to 2011 Year Ended December 31, 2012
	(in thousands)
Decrease in average debt		$(127,048	)
Decrease in weighted average interest rate		(72,608	)
Total		$(199,656	)

Average debt decreased in 2012 when compared to 2011 primarily due to the repayment or repurchase of $3.1 billion of debt at maturity in 2012. The weighted average interest rate on our debt decreased in 2012, when compared to 2011, primarily due to debt repurchases in 2012 resulting in lower accretion of net discount applied to long-term debt from the effects of push-down accounting and the completion of three securitization transactions.

Provision for finance receivable losses increased $5.4 million in 2012 when compared to 2011. While our overall net finance receivables declined by 10.3% and our delinquency and charge-off trends improved in 2012 when compared to 2011, we increased our allowance for finance receivable losses (through the provision for finance receivable losses) by $108.1 million. The increase in the allowance for finance receivable losses during 2012 reflected the additional allowance requirements on our real estate loans deemed to be TDR finance receivables, and on our finance receivables originated, in each case subsequent to the Fortress Acquisition. Finance receivables were revalued at the time of the Fortress Acquisition at fair value, resulting in no allowance reserved.

Other revenues decreased $47.0 million in 2012 when compared to 2011 primarily due to unfavorable variances in foreign exchange gains (losses) on Euro denominated debt and related derivative adjustments and net loss on repurchases of debt in 2012, partially offset by foreign exchange transaction gains in 2012.

Salaries and benefits decreased $39.6 million in 2012 when compared to 2011 primarily due to having fewer employees in 2012 as a result of the restructuring activities during the first half of 2012.

Other operating expenses decreased $48.8 million in 2012 when compared to 2011 primarily due to fewer branch offices in 2012, lower amortization of other intangible assets resulting from the write off of our United Kingdom subsidiary’s trade names and customer relationship intangible assets in fourth quarter 2011 and our United Kingdom subsidiary’s customer lists intangible assets in third quarter 2012. These decreases were partially offset by additional expenses recorded in 2012 for refunds to our United Kingdom subsidiary’s customers relating to payment protection insurance.

We recorded restructuring expenses of $23.5 million during the first half of 2012 in connection with our restructuring activities in 2012.

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Comparison of Consolidated Results for 2011 and Eleven Months Ended November 30, 2010

Finance charges increased in 2011 when compared to the eleven months ended November 30, 2010 due to the net of the following:

	2011 Compared to 2010 Year Ended December 31, 2011*
	(in thousands)
Increase in yield		$461,067
Decrease in average net receivables		(365,815	)
Increase in number of days		121,993
Total		$217,245

* Total change for the year ended December 31, 2011 (Successor Company) is compared to eleven months ended November 30, 2010 (Predecessor Company).

Yield increased in 2011 when compared to the eleven months ended November 30, 2010 primarily due to the impact of valuation discount accretion resulting from the push-down accounting adjustments, which increased yield by 352 basis points in 2011. Average net receivables decreased in 2011 when compared to the eleven months ended November 30, 2010 reflecting the impact of push-down accounting adjustments, which decreased average net receivables by $2.1 billion in 2011 and our tighter underwriting guidelines and liquidity management efforts.

Interest expense increased in 2011 when compared to the eleven months ended November 30, 2010 due to the net of the following:

	2011 Compared to 2010 Year Ended December 31, 2011*
	(in thousands)
Decrease in average debt		$(190,065	)
Increase in weighted average interest rate		356,291
Increase in number of days		105,352
Total		$271,578

* Total change for the year ended December 31, 2011 (Successor Company) is compared to eleven months ended November 30, 2010 (Predecessor Company).

The weighted average interest rate on our debt increased in 2011 when compared to the eleven months ended November 30, 2010 primarily due to the impact of valuation discount accretion resulting from the push-down accounting adjustments, which increased our interest rate by 284 basis points in 2011. Average debt decreased in 2011 when compared to the eleven months ended November 30, 2010 primarily due to liquidity management efforts and the impact of push-down accounting adjustments, which decreased average debt by $1.2 billion in 2011.

Provision for finance receivable losses decreased $111.5 million in 2011 when compared to eleven months ended November 30, 2010. The 2011 provision for finance receivable losses reflected the requirements for allowance for finance receivable losses under the application of push-down accounting as of the Fortress Acquisition date compared to the historical accounting basis for the eleven months ended November 30, 2010. The two bases of accounting are not comparable. The 2011 provision for finance receivable losses primarily reflected the establishment of new allowance requirements for newly originated finance receivables and for additional allowance requirements for real estate loans deemed to be TDR finance receivables after the Fortress Acquisition date. The allowance for finance receivables losses was eliminated with the application of push-down

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accounting as the allowance was incorporated in the new fair value basis of the finance receivables as of the Fortress Acquisition. The provision for finance receivable losses for the eleven months ended November 30, 2010 reflected an overall reduction of allowance for finance receivables of 9.7%, compared to a reduction in our net finance receivables of 10.1%, as well as improved charge-off trends for the period.

Other revenues decreased $90.8 million in 2011 when compared to the eleven months ended November 30, 2010 primarily due to an unfavorable variance in foreign exchange gains on Euro denominated debt and higher writedowns on real estate owned and net loss on sales of real estate owned reflecting the fragile U.S. residential real estate market.

Salaries and benefits decreased $30.5 million in 2011 when compared to the eleven months ended November 30, 2010 primarily due to lower medical claims and premiums paid by the Company in 2011 and fewer employees, which was partially offset by the additional month in the 2011 period.

Other operating expenses increased $42.0 million in 2011 when compared to the eleven months ended November 30, 2010 primarily due to the additional month in the 2011 period, the impact of push-down accounting adjustments (including the amortization of other intangible assets), higher professional services expenses, and higher advertising expenses, partially offset by lower legal accruals and lower administrative expenses allocated from our former indirect parent.

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Reconciliation of Income (Loss) before Provision for (Benefit from) Income Taxes on Push-Down Accounting Basis to Historical Accounting Basis

Due to the nature of the Fortress Acquisition, we revalued our assets and liabilities based on their fair values at November 30, 2010, the date of the Fortress Acquisition, in accordance with business combination accounting standards, or push-down accounting, which resulted in a $1.5 billion bargain purchase gain for the one month ended December 31, 2010. Push-down accounting affected and continues to affect, among other things, the carrying amount of our finance receivables and long-term debt, our finance charges on our finance receivables and related yields, our interest expense, our allowance for finance receivable losses, and our net charge-offs and charge-off ratio. In general, on a quarterly basis, we accrete or amortize the valuation adjustments recorded in connection with the Fortress Acquisition, or record adjustments based on current expected cash flows as compared to expected cash flows at the time of the Fortress Acquisition, in each case, as described in more detail in the footnotes to the table below and in the Notes to Consolidated Financial Statements for the year ended December 31, 2012 included elsewhere in this prospectus. In addition, push-down accounting resulted in the elimination of accretion or amortization of discounts, premiums, and other deferred costs on our finance receivables and long-term debt prior to the Fortress Acquisition. The reconciliations of income (loss) before provision for (benefit from) income taxes on a push-down accounting basis to our historical accounting basis (which is a basis of accounting other than GAAP that we believe provides a consistent basis for both management and other interested third parties to better understand our operating results) were as follows:

	Successor Company															Predecessor Company
	Six Months Ended June 30,						Year Ended December 31,						One Month Ended December  31, 2010			Eleven  Months Ended November  30, 2010
	2013			2012			2012			2011
	(in thousands)
Income (loss) before provision for (benefit from) income taxes—push-down accounting basis		$126,527			$(141,487	)		$(306,856	)		$(323,205	)		$1,462,887			$(264,728	)
Interest income adjustments(a)		(103,532	)		(94,590	)		(197,981	)		(261,490	)		(36,663	)		—
Interest expense adjustments(b)		70,187			125,238			220,969			339,022			28,809			—
Provision for finance receivable losses adjustments(c)		7,250			22,023			185,859			79,287			(1,488	)		—
Repurchases and repayments of long-term debt adjustments(d)		(21,316	)		10,967			39,411			—			—			—
Amortization of other intangible assets(e)		2,718			5,555			13,618			41,085			3,797			—
Bargain purchase gain		—			—			—			—			(1,469,182	)		—
Other(f)		2,466			(969	)		(8,407	)		(38,752	)		(11,906	)		—
Income (loss) before provision for (benefit from) income taxes—historical accounting basis		$84,300			$(73,263	)		$(53,387	)		$(164,053	)		$(23,746	)		$(264,728	)

(a) Interest income adjustments consist of: (1) the accretion of the net discount applied to non-credit impaired net finance receivables to revalue the non-credit impaired net finance receivables to their fair value at the date of the Fortress Acquisition using the interest method over the remaining life of the related net finance receivables; (2) the difference in finance charges earned on our pools of purchased credit impaired net finance receivables resulting from the Fortress Acquisition under a level rate of return over the expected lives of the underlying pools of purchased credit impaired finance receivables, net of the finance charges earned on these finance receivables under historical accounting basis; and (3) the elimination of the accretion or amortization of historical unearned points and fees, deferred origination costs, premiums, and discounts.

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Components of interest income adjustments consisted of:

	Successor Company															Predecessor Company
	Six Months Ended June 30,						Year Ended December 31,						One Month Ended December  31, 2010			Eleven  Months Ended November  30, 2010
	2013			2012			2012			2011
	(in thousands)
Accretion of net discount applied to non-credit impaired net finance receivables		$(83,374	)		$(93,294	)		$(173,174	)		$(230,123	)		$(36,982	)		$—
Purchased credit impaired finance receivables finance charges		(28,518	)		(10,702	)		(41,567	)		(54,450	)		(2,630	)		—
Elimination of accretion or amortization of historical unearned points and fees, deferred origination costs, premiums, and discounts		8,360			9,406			16,760			23,083			2,949			—
Total		$(103,532	)		$(94,590	)		$(197,981	)		$(261,490	)		$(36,663	)		$—

(b) Interest expense adjustments consist of: (1) the accretion of the net discount applied to long-term debt to revalue the debt securities to their fair value at the date of the Fortress Acquisition using the interest method over the remaining life of the related debt securities; and (2) the elimination of the accretion or amortization of historical discounts, premiums, commissions, and fees.

Components of interest expense adjustments were as follows:

	Successor Company															Predecessor Company
	Six Months Ended June 30,						Year Ended December 31,						One Month Ended December  31, 2010			Eleven  Months Ended November  30, 2010
	2013			2012			2012			2011
	(in thousands)
Accretion of net discount applied to long-term debt		$92,748			$153,381			$278,634			$387,152			$34,773			$—
Elimination of accretion or amortization of historical discounts, premiums, commissions, and fees		(22,561	)		(28,143	)		(57,665	)		(48,130	)		(5,964	)		—
Total		$70,187			$125,238			$220,969			$339,022			$28,809			$—

(c) Provision for finance receivable losses consists of the allowance for finance receivable losses adjustments and net charge-offs quantified in the table below. Allowance for finance receivable losses adjustments reflects the net difference between our allowance adjustment requirements calculated under our historical accounting basis, net of adjustments required under push-down accounting basis. Net charge-offs reflects the net charge off of loans at a higher carrying value under historical accounting basis versus the discounted basis to their fair value at date of the Fortress Acquisition under push-down accounting basis.

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Components of provision for finance receivable losses adjustments were as follows:

	Successor Company															Predecessor Company
	Six Months Ended June 30,						Year Ended December 31,						One Month Ended December  31, 2010			Eleven  Months Ended November  30, 2010
	2013			2012			2012			2011
	(in thousands)
Allowance for finance receivable losses adjustments		$41,573			$74,862			$282,679			$255,213			$22,195			$—
Net charge-offs		(34,323	)		(52,839	)		(96,820	)		(175,926	)		(23,683	)		—
Total		$7,250			$22,023			$185,859			$79,287			$(1,488	)		$—

(d) Repurchases and repayments of long-term debt adjustments reflect the impact on acceleration of the accretion of the net discount or amortization of the net premium applied to long-term debt.

(e) Amortization of other intangible assets reflects the amortization over the remaining estimated life of intangible assets established at the date of the Fortress Acquisition as a result of the application of push-down accounting.

(f) “Other” items reflects less significant differences between historical accounting basis and push-down accounting basis relating to various items such as the elimination of deferred charges, adjustments to the basis of other real estate assets, fair value adjustments to fixed assets, adjustments to insurance claims and policyholder liabilities, and various other differences all as of the date of the Fortress Acquisition.

As of June 30, 2013, $711.9 million and $830.5 million of un-accreted push-down basis remained for net finance receivables, less allowance and long-term debt, respectively.

Segment Overview

As of June 30, 2013, our segments include: Consumer, Insurance, Portfolio Acquisitions, and Real Estate. Management considers Consumer, Insurance, and Portfolio Acquisitions to be our Core Consumer Operations and Real Estate as our Non-Core Portfolio.

Our segments are managed as follows:

Core Consumer Operations

— Consumer.    We originate and service personal loans (secured and unsecured) through two business divisions: branch operations and our iLoan division. Branch operations primarily conducts business in 26 states, which are our core operating states. The iLoan division processes and underwrites loan applications that we receive through an internet portal. If the applicant is located near an existing branch, our iLoan division makes the credit decision regarding the application and then refers the customer to a nearby branch for closing, funding and servicing. If the applicant is not located near a branch, our iLoan division originates the loan.

— Insurance.    We offer credit insurance (life, accident and health insurance, and involuntary unemployment insurance), non-credit insurance, and ancillary products, such as warranty protection. We also require credit-related property and casualty insurance, when needed, to protect our interest in the property pledged as collateral.

— Portfolio Acquisitions.    We acquired the SpringCastle Portfolio, a $3.9 billion consumer loan portfolio consisting of over 415,000 unsecured loans and loans secured by subordinate residential

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real estate mortgages (which we service as unsecured loans due to the fact that the liens are subordinated to superior ranking security interests). This Springleaf Portfolio was acquired from HSBC through a newly-formed joint venture in which we own a 47% equity interest and which we consolidate in our financial statements. The loans in the SpringCastle Portfolio vary in form and substance from our typical branch serviced loans and are in a liquidating status with no anticipation of significant renewal activity. We assumed the direct servicing obligations for the loans in the SpringCastle Portfolio in September 2013, at which time we changed the name of this segment to “Acquisitions and Servicing.” Future strategic portfolio or business acquisitions will also be a part of this segment.

Non-Core Portfolio

— Real Estate.    We service and hold real estate loans secured by first or second mortgages on residential real estate. Real estate loans previously originated through our branch offices are either serviced by our branch personnel or by our centralized servicing operation. Real estate loans previously acquired or originated through centralized distribution channels are serviced by one of our indirect wholly owned subsidiaries, MorEquity, all of which are subserviced by Nationstar, except for certain securitized real estate loans, which are serviced and subserviced by third parties. Investment funds managed by affiliates of Fortress indirectly own a majority interest in Nationstar. As a result of the cessation of real estate lending effective January 1, 2012, all of our real estate loans are in a liquidating status.

The remaining components (which we refer to as “Other”) consist of our non-core and non-originating legacy operations, which are isolated by geographic market and/or distribution channel from our Core Consumer Operations and our Non-Core Portfolio. These operations include our legacy operations in 14 states where we have also ceased branch-based personal lending as a result of our restructuring activities during the first half of 2012, our liquidating retail sales finance portfolio (including our retail sales finance accounts from our dedicated auto finance operation), our lending operations in Puerto Rico and the U.S. Virgin Islands, and the operations of our United Kingdom subsidiary.

Due to the nature of the Fortress Acquisition, we applied push-down accounting. However, we report the operating results of our Core Consumer Operations, Non-Core Portfolio and Other using the same accounting basis that we employed prior to the Fortress Acquisition, which we refer to as “historical accounting basis,” to provide a consistent basis for both management and other interested third parties to better understand the operating results of these segments. The historical accounting basis (which is a basis of accounting other than GAAP) also provides better comparability of the operating results of these segments to our competitors and other companies in the financial services industry. The historical accounting basis is not applicable to the Portfolio Acquisitions segment since this segment resulted from the acquisition of the SpringCastle Portfolio on April 1, 2013 and therefore, was not affected by the Fortress Acquisition.

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We allocate revenues and expenses to each segment using the following methodologies:

Finance charges	Directly correlated with a specific segment.
Interest expense	Disaggregated into three categories based on the underlying debt that the expense pertains to: (1) securitizations, (2) Secured Term Loan, and (3) unsecured debt. Securitizations and the Secured Term Loan are allocated to the segments whose finance receivables serve as the collateral securing each of the respective debt instruments. The unsecured debt is allocated to the segments based on the remaining balance of debt by segment.
Provision for finance receivable losses	Directly correlated with a specific segment except for allocations to “other,” which are based on the remaining delinquent accounts as a percentage of total delinquent accounts.
Insurance revenues	Directly correlated with a specific segment.
Investment revenues	Directly correlated with a specific segment.
Other revenues	Directly correlated with a specific segment except for gains and losses on foreign currency exchange, debt repurchases and repayments, and derivatives. These items are allocated to the segments based on the interest expense allocation of unsecured debt.
Salary and benefits	Directly correlated with a specific segment. Other salaries and benefits not directly correlated with a specific segment are allocated to each of the segments based on services provided.
Other operating expenses	Directly correlated with a specific segment. Other operating expenses not directly correlated with a specific segment are allocated to each of the segments based on services provided.
Insurance losses and loss adjustment expenses	Directly correlated with a specific segment.

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Segment Results

The following section discusses the pretax operating results of our segments:

Core Consumer Operations

Pretax operating results for Consumer and Insurance (which are reported on a historical accounting basis), and Portfolio Acquisitions are presented in the table below on an aggregate basis:

	Six Months Ended June 30,				Year Ended December 31,
	2013		2012		2012		2011			2010
	(in thousands)
Interest income:
Finance charges		$497,965		$280,231		$585,041		$534,861			$548,875
Finance receivables held for sale originated as held for investment		—		—		—		—			8,947
Total interest income		497,965		280,231		585,041		534,861			557,822
Interest expense		97,460		66,589		141,440		125,268			142,908
Net interest income		400,505		213,642		443,601		409,593			414,914
Provision for finance receivable losses		31,811		28,838		90,598		8,607			113,612
Net interest income after provision for finance receivable losses		368,694		184,804		353,003		400,986			301,302
Other revenues:
Insurance		68,848		61,332		126,423		120,456			124,813
Investments		22,746		20,250		39,314		45,172			40,654
Other		6,125		3,648		16,398		(6,641	)		1,610
Total other revenues		97,719		85,230		182,135		158,987			167,077
Other expenses:
Operating expenses:
Salaries and benefits		131,113		130,061		258,828		273,602			306,398
Other operating expenses		86,582		70,456		120,492		154,636			163,812
Restructuring expenses		—		15,863		15,863		—			—
Insurance losses and loss adjustment expenses		31,524		27,716		62,092		44,361			48,268
Total other expenses		249,219		244,096		457,275		472,599			518,478
Pretax operating income (loss)		217,194		25,938		77,863		87,374			(50,099	)
Pretax operating income attributable to non-controlling interests		53,948		—		—		—			—
Pretax operating income attributable to Springleaf		$163,246		$25,938		$77,863		$87,374			$(50,099	)

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Selected financial statistics for Consumer (which are reported on a historical accounting basis) and Portfolio Acquisitions were as follows:

	At or for the Six Months Ended June 30,						At or for the Year Ended December 31,
	2013			2012			2012			2011			2010
	(in thousands)
Consumer
Net finance receivables		$2,807,908			$2,419,140			$2,544,614			$2,413,881			$2,389,374
Number of accounts		755,977			687,290			729,140			690,509			674,557
Average net receivables		$2,609,480			$2,366,672			$2,426,968			$2,337,210			$2,527,999
Yield		25.49	%		23.75	%		24.10	%		22.88	%		21.70	%
Gross charge-off ratio(a)		5.50	%		4.39	%		4.63	%		5.09	%		7.26	%
Recovery ratio(b)		(3.22	)%		(1.30	)%		(0.99	)%		(1.14	)%		(1.12	)%
Net charge-off ratio(a) (b)		2.28	%		3.09	%		3.64	%		3.95	%		6.14	%
Delinquency ratio		1.92	%		2.43	%		2.75	%		2.98	%		3.67	%
Origination volume		$1,559,864			$1,140,234			$2,465,110			$2,258,235			$1,886,093
Number of accounts		371,306			292,328			652,111			604,844			522,817
Portfolio Acquisitions
Net finance receivables		$2,817,578			N/A			N/A			N/A			N/A
Number of accounts		394,309			N/A			N/A			N/A			N/A
Average net receivables		$2,865,605			N/A			N/A			N/A			N/A
Yield		23.31	%		N/A			N/A			N/A			N/A
Net charge-off ratio		2.48	%		N/A			N/A			N/A			N/A
Delinquency ratio		4.70	%		N/A			N/A			N/A			N/A

(a) Reflects $14.5 million of additional charge-offs recorded in March 2013 (on a historical accounting basis) related to our change in charge-off policy for personal loans effective March 31, 2013. Excluding these additional charge-offs, our Consumer segment gross charge-off ratio would have been 4.39% for the six months ended June 30, 2013.

(b) Reflects $25.4 million of recoveries on charged-off personal loans resulting from a sale of our charged-off finance receivables in June 2013. Excluding these recoveries, our Consumer segment recovery ratio would have been (1.28)% for the six months ended June 30, 2013. Excluding the impacts of the $14.5 million of additional charge-offs and the $25.4 million of recoveries on charged-off personal loans, our Consumer segment net charge-off ratio would have been 3.11% for the six months ended June 30, 2013.

Comparison of Pretax Operating Results for Six Months Ended June 30, 2013 and 2012

	Six Months Ended June 30,
	2013		2012
	(in thousands)
Finance charges—Consumer		$331,087		$280,231
Finance charges—Portfolio Acquisitions		166,878		—
Total		$497,965		$280,231

Finance charges—Consumer increased $50.9 million for the six months ended June 30, 2013 when compared to the same period in 2012 primarily due to increases in yield and average net receivables. Yield increased for the six months ended June 30, 2013 when compared to the same period in 2012 primarily due to pricing of new personal loans at higher state specific rates with concentrations in states with more favorable returns as a result of the restructuring activities during the first half of 2012. Average net receivables increased for the six months ended June 30, 2013 when compared to the same period in 2012 due to increased originations on personal loans.

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Finance charges—Portfolio Acquisitions resulted from the purchase of the SpringCastle Portfolio on April 1, 2013.

	Six Months Ended June 30,
	2013		2012
	(in thousands)
Interest expense—Consumer		$72,869		$66,589
Interest expense—Portfolio Acquisitions		24,591		—
Total		$97,460		$66,589

Interest expense—Consumer increased $6.3 million for the six months ended June 30, 2013 when compared to the same period in 2012 primarily due to higher secured debt interest expense allocated to Consumer reflecting the higher proportion of personal loans allocated to our Secured Term Loan and consumer loan securitizations.

Interest expense—Portfolio Acquisitions resulted from the securitization of the SpringCastle Portfolio on April 1, 2013.

	Six Months Ended June 30,
	2013		2012
	(in thousands)
Provision for finance receivable losses—Consumer		$14,014		$28,838
Provision for finance receivable losses—Portfolio Acquisitions		17,797		—
Total		$31,811		$28,838

Provision for finance receivable losses—Consumer decreased $14.8 million for the six months ended June 30, 2013 when compared to the same period in 2012 primarily due to $25.4 million of recoveries on charged-off personal loans resulting from the sale of these loans in June 2013 and improving delinquency trends, partially offset by higher increases to our allowance for finance receivable losses reflecting our personal loans originated in the 2013 period.

Insurance revenues increased $7.5 million for the six months ended June 30, 2013 when compared to the same period in 2012 primarily due to increases in non-credit and credit earned premiums reflecting higher originations of personal loans in 2013.

Investment revenues for Insurance increased $2.5 million for the six months ended June 30, 2013 when compared to the same period in 2012 primarily due to favorable variances in net realized gains (losses) on investment securities, partially offset by decreases in average invested assets and average invested asset yield.

Other revenues for Portfolio Acquisitions for the six months ended June 30, 2013 include servicing fee revenues of $2.4 million for the fees charged by Portfolio Acquisitions for servicing the SpringCastle Portfolio beginning on April 1, 2013, the acquisition date. These fees are eliminated in Springleaf’s consolidated operating results with the servicing fee expenses, which are included in other operating expenses.

	Six Months Ended June 30,
	2013		2012
	(in thousands)
Salaries and benefits—Consumer		$121,759		$124,291
Salaries and benefits—Insurance		6,943		5,770
Salaries and benefits—Portfolio Acquisitions		2,411		—
Total		$131,113		$130,061

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Salaries and benefits for Consumer and Insurance decreased $1.4 million for the six months ended June 30, 2013 when compared to the same period in 2012 primarily due to lower pension expenses reflecting the pension plan freeze effective December 31, 2012 and fewer employees in 2013 as a result of the restructuring activities during the first half of 2012, partially offset by higher headquarter salaries allocated to Core Consumer Operations. We also allocated $2.4 million of headquarter salaries and benefits to Portfolio Acquisitions.

	Six Months Ended June 30,
	2013		2012
	(in thousands)
Other operating expenses—Consumer		$57,188		$64,318
Other operating expenses—Insurance		4,878		6,138
Other operating expenses—Portfolio Acquisitions		22,136		—
Total		$84,202		$70,456

Other operating expenses for Consumer and Insurance decreased $8.4 million for the six months ended June 30, 2013 when compared to the same period in 2012 primarily due to lower legal accruals, partially offset by higher advertising expenses. We also allocated $1.7 million of headquarter expenses to Portfolio Acquisitions.

We recorded restructuring expenses of $15.9 million for the six months ended June 30, 2012 in connection with our branch office closings and workforce reductions in 2012.

Insurance losses and loss adjustment expenses for Insurance increased $3.8 million for the six months ended June 30, 2013 when compared to the same period in 2012 primarily due to an unfavorable variance in change in benefit reserves resulting from higher levels of insurance in force.

Comparison of Pretax Operating Results for 2012 and 2011

Finance charges for Consumer increased $50.2 million in 2012 when compared to 2011 primarily due to increases in yield and average net receivables. Average net receivables increased in 2012 when compared to 2011 due to higher personal loan average net receivables from increased originations on personal loans.

Interest expense for Consumer increased $16.2 million in 2012 when compared to 2011 primarily due to higher unsecured debt interest expense allocated to Consumer reflecting the higher proportion of personal loans allocated to our unsecured debt. Consumer did not have any interest expense allocations from securitizations since personal loans were not previously utilized in our securitization transactions.

Provision for finance receivable losses for Consumer increased $82.0 million in 2012 when compared to 2011 primarily due to increasing the allowance for finance receivables losses in 2012 as opposed to recording an allowance reduction in 2011. As discussed under “—Critical Accounting Estimates—Allowance for Finance Receivable Losses,” effective September 30, 2011, we switched from a migration analysis to a roll rate-based model for purposes of computing our allowance for finance receivables losses for our personal loans. While the delinquency and charge-off trends of our personal loans improved in 2012 over 2011, we increased our allowance for finance receivable losses during 2012 due to a 5.4% growth in these finance receivables during 2012.

Insurance revenues increased $6.0 million in 2012 when compared to 2011 primarily due to increases in credit earned premiums reflecting higher originations of personal loans in 2012, partially offset by a decrease in premiums assumed under reinsurance agreements.

Investment revenues for Insurance decreased $5.9 million in 2012 when compared to 2011 primarily due to decreases in average invested assets and average invested asset yield, partially offset by a favorable variance in net realized gains (losses) on investment securities.

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Other revenues for Consumer and Insurance increased $23.0 million in 2012 when compared to 2011 primarily due to foreign exchange transaction gains in 2012, curtailment gain in 2012 as a result of our pension plan freeze, and net gain on repurchases of debt in 2012, partially offset by unfavorable variances in foreign exchange gains (losses) on Euro denominated debt and related derivative adjustments.

Salaries and benefits for Consumer and Insurance decreased $14.8 million in 2012 when compared to 2011 primarily due to having fewer employees in 2012 as a result of the restructuring activities during the first half of 2012.

Other operating expenses for Consumer and Insurance decreased $34.1 million in 2012 when compared to 2011 primarily due to fewer branch offices in 2012.

We recorded restructuring expenses of $15.9 million during the first half of 2012 in connection with our restructuring activities in 2012.

Insurance losses and loss adjustment expenses increased $17.7 million in 2012 when compared to 2011 primarily due to an unfavorable variance in change in benefit reserves. In the second quarter of 2011, we recorded an out-of-period adjustment related to prior periods, which decreased change in benefit reserves by $14.2 million for 2011. This adjustment related to the correction of a benefit reserve error related to a closed block of annuities.

Comparison of Pretax Operating Results for 2011 and 2010

Finance charges for Consumer decreased $14.0 million in 2011 when compared to 2010 primarily due to a decrease in average net receivables, which was partially offset by an increase in yield. Average net receivables decreased in 2011 when compared to 2010 reflecting our tighter underwriting guidelines and liquidity management efforts.

Interest expense for Consumer decreased $17.6 million in 2011 when compared to 2010 primarily due to lower Secured Term Loan interest expense allocated to Consumer reflecting the lower proportion of personal loans allocated to the Secured Term Loan.

Provision for finance receivable losses for Consumer decreased $105.0 million in 2011 when compared to 2010 primarily due to lower required allowance for finance receivables losses. As described above, we switched from a migration analysis to a roll rate-based model for purposes of computing our allowance for finance receivables losses for our personal loans. There was no requirement for further increase to our allowance for finance receivables losses under the new roll rate analysis and after consideration of the improved delinquency and charge-off trends of our personal loans in 2011 when compared to 2010.

Insurance revenues decreased $4.4 million in 2011 when compared to 2010 primarily due to decreases in credit earned premiums reflecting lower finance receivable originations in prior years.

Investment revenues for Insurance increased $4.5 million in 2011 when compared to 2010 primarily due to lower net realized losses on investment securities, partially offset by a decrease in average invested asset yield.

Other revenues for Consumer and Insurance decreased $8.3 million in 2011 when compared to 2010 primarily due to unfavorable variances in foreign exchange gains (losses) on Euro denominated debt and related derivative adjustments.

Salaries and benefits for Consumer and Insurance decreased $32.8 million in 2011 when compared to 2010 primarily due to lower medical claims and premiums paid by the Company in 2011 and fewer employees.

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Other operating expenses for Consumer and Insurance decreased $9.2 million in 2011 when compared to 2010 primarily due to lower legal accruals and lower administrative expenses allocated from our former indirect parent, partially offset by higher professional services expenses and higher advertising expenses.

Insurance losses and loss adjustment expenses decreased $3.9 million in 2011 when compared to 2010 primarily due to lower claims incurred in 2011.

Non-Core Portfolio

Pretax operating results of Real Estate (which are reported on a historical accounting basis) were as follows:

	Six Months Ended June 30,						Year Ended December 31,
	2013			2012			2012			2011			2010
	(in thousands)
Interest income:
Finance charges		$364,508			$426,730			$820,439			$939,053			$1,054,871
Finance receivables held for sale originated as held for investment		—			2,390			2,734			—			11,471
Total interest income		364,508			429,120			823,173			939,053			1,066,342
Interest expense		292,438			348,352			672,271			755,138			869,257
Net interest income		72,070			80,768			150,902			183,915			197,085
Provision for finance receivable losses		149,624			81,545			51,130			249,268			315,018
Net interest income after provision for finance receivable losses		(77,554	)		(777	)		99,772			(65,353	)		(117,933	)
Other revenues		(19,141	)		(28,814	)		(61,297	)		(62,066	)		50,196
Other expenses:
Operating expenses:
Salaries and benefits		13,097			14,793			29,680			31,310			51,204
Other operating expenses		27,968			44,836			72,037			98,474			112,040
Restructuring expenses		—			818			818			—			—
Total other expenses		41,065			60,447			102,535			129,784			163,244
Pretax operating loss		$(137,760	)		$(90,038	)		$(64,060	)		$(257,203	)		$(230,981	)

Selected financial statistics for Real Estate (which are reported on a historical accounting basis) were as follows:

	At or for the Six Months Ended June 30,						At or for the Year Ended December 31,
	2013			2012			2012			2011			2010
	(in thousands)
Real estate
Net finance receivables	$	9,926,268		$	11,169,433		$	10,552,557		$	11,857,850		$	13,326,540
Number of accounts		126,942			143,157			135,151			151,731			168,025
Average net receivables	$	10,245,790		$	11,510,840		$	11,183,176		$	12,596,103		$	13,974,060
Yield		7.17	%		7.46	%		7.34	%		7.49	%		7.20	%
Loss ratio*		2.13	%		2.80	%		2.73	%		3.22	%		3.39	%
Delinquency ratio		7.47	%		7.59	%		7.78	%		8.03	%		7.23	%

* Reflects $9.9 million of recoveries on charged-off real estate loans resulting from a sale of our charged-off finance receivables in June 2013. Excluding these recoveries, our real estate segment loss ratio would have been 2.32% for the six months ended June 30, 2013.

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Comparison of Pretax Operating Results for Six Months Ended June 30, 2013 and 2012

Finance charges decreased $62.2 million for the six months ended June 30, 2013 when compared to the same period in 2012 primarily due to decreases in average net receivables and yield. Average net receivables decreased for the six months ended June 30, 2013 when compared to the same period in 2012 primarily due to the cessation of new originations of real estate loans as of January 1, 2012 and the continued liquidation of the portfolio. Yield decreased for the six months ended June 30, 2013 when compared to the same period in 2012 primarily due to the increase in TDR finance receivables (which result in reduced finance charges reflecting the reductions to the interest rates on these TDR finance receivables).

Interest expense decreased $55.9 million for the six months ended June 30, 2013 when compared to the same period in 2012 primarily due to lower unsecured debt interest expense allocated to Real Estate. The lower proportion of real estate loans allocated to our unsecured debt reflected Real Estate’s utilization of three real estate loan securitization transactions since June 30, 2012.

Provision for finance receivable losses increased $68.1 million for the six months ended June 30, 2013 when compared to the same period in 2012 primarily due to the additional allowance requirements of $56.1 million recorded in the six months ended June 30, 2013 on our real estate loans deemed to be TDR finance receivables subsequent to the Fortress Acquisition. This increase was partially offset by $9.9 million of recoveries on charged-off real estate loans resulting from the sale of these loans in June 2013, continued liquidation of the real estate portfolio, and improving delinquency trends.

Other revenues increased $9.7 million for the six months ended June 30, 2013 when compared to the same period in 2012 primarily due to lower writedowns and net gain (loss) on sales of real estate owned due to a change in our assumptions with respect to estimating the initial fair value of real estate owned effective December 31, 2012 and foreign exchange transaction gains for the six months ended June 30, 2013. These increases were partially offset by net losses on repurchases and repayments of debt during the six months ended June 30, 2013 compared to net gains on repurchases of debt during the same 2012 period.

Other operating expenses decreased $16.9 million for the six months ended June 30, 2013 when compared to the same period in 2012 primarily due to lower real estate related expenses on real estate owned.

We recorded restructuring expenses of $0.8 million for the six months ended June 30, 2012 in connection with our restructuring activities in 2012.

Comparison of Pretax Operating Results for 2012 and 2011

Finance charges decreased $118.6 million in 2012 when compared to 2011 primarily due to decreases in average net receivables and yield. Average net receivables decreased in 2012 when compared to 2011 primarily due to the cessation of new originations of real estate loans as of January 1, 2012.

Interest expense decreased $82.9 million in 2012 when compared to 2011 primarily due to lower unsecured debt interest expense allocated to Real Estate. The lower proportion of real estate loans allocated to our unsecured debt reflected Real Estate’s utilization of three securitization transactions in 2012 that have lower cost of funds.

Provision for finance receivable losses decreased $198.1 million in 2012 when compared to 2011 due to lower required allowance for finance receivable losses in response to the 11.0% decline in our real estate loans during 2012 and the improved delinquency and charge-off trends of these finance receivables. We switched from a migration analysis to a roll rate-based model for purposes of computing our allowance for finance receivables losses for our real estate loans. There was no requirement for further increase to our allowance for finance receivable losses under the new roll rate analysis and after consideration of the improved delinquency and charge-off trends of our real estate loans in 2012 when compared to 2011 and the decline in these finance receivables during 2012.

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Other operating expenses decreased $26.4 million in 2012 when compared to 2011 primarily due to fewer branch offices in 2012 and lower real estate expenses.

Comparison of Pretax Operating Results for 2011 and 2010

Finance charges decreased $115.8 million in 2011 when compared to 2010 primarily due to a decrease in average net receivables, partially offset by an increase in yield. Average net receivables decreased in 2011 when compared to 2010 primarily due to our tighter underwriting guidelines and liquidity management efforts.

Interest expense decreased $114.1 million in 2011 when compared to 2010 primarily due to lower unsecured debt interest expense allocated to Real Estate reflecting the lower proportion of real estate loans allocated to our unsecured debt. This decrease was partially offset by higher Secured Term Loan interest expense allocated to Real Estate reflecting the higher proportion of real estate loans pledged as collateral to the Secured Term Loan.

Provision for finance receivable losses decreased $65.8 million in 2011 when compared to 2010 primarily due to lower required allowance for finance receivable losses in response to the 11.0% decline in our real estate loans during 2011.

Other revenues decreased $112.3 million in 2011 when compared to 2010 primarily due to unfavorable variances in foreign exchange gains (losses) on Euro denominated debt and related derivative adjustments and higher writedowns on real estate owned and net loss on sales of real estate owned.

Salaries and benefits decreased $19.9 million in 2011 when compared to 2010 primarily due to lower medical claims and premiums paid by the Company in 2011 and fewer employees.

Other operating expenses decreased $13.6 million in 2011 when compared to 2010 primarily due to lower professional services expenses, lower administrative expenses allocated from our former indirect parent, and lower real estate expenses.

Other

“Other” consists of our other non-originating legacy operations, which are isolated by geographic market and/or distribution channel from our prospective Core Consumer Operations and our Non-Core Portfolio. These operations include our legacy operations in 14 states where we have also ceased branch-based personal lending and retail sales financing as a result of our restructuring activities during the first half of 2012, our liquidating retail sales finance portfolio (including our retail sales finance accounts from our dedicated auto finance operation), our lending operations in Puerto Rico and the U.S. Virgin Islands, and the operations of our United Kingdom subsidiary.

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Pretax operating results of the Other components (which are reported on a historical accounting basis) were as follows:

	Six Months Ended June 30,						Year Ended December 31,
	2013			2012			2012			2011			2010
	(in thousands)
Interest income:
Finance charges		$27,629			$60,372			$100,097			$150,143			$209,222
Interest expense		8,841			20,094			33,711			48,619			74,188
Net interest income		18,788			40,278			66,386			101,524			135,034
Provision for finance receivable losses		(5,747	)		4,533			10,632			(4,314	)		55,974
Net interest income after provision for finance receivable losses		24,535			35,745			55,754			105,838			79,060
Other revenues:
Insurance		40			61			108			111			109
Investments		1,396			2,536			4,758			1,161			2
Other		(424	)		2,434			5,324			10,828			28,025
Total other revenues		1,012			5,031			10,190			12,100			28,136
Other expenses:
Operating expenses:
Salaries and benefits		13,187			18,397			32,186			55,186			63,861
Other operating expenses		7,494			24,720			94,126			56,976			50,729
Restructuring expenses		—			6,822			6,822			—			—
Total other expenses		20,681			49,939			133,134			112,162			114,590
Pretax operating income (loss)		$4,866			$(9,163	)		$(67,190	)		$5,776			$(7,394	)

Net finance receivables of the Other components (which are reported on a historical accounting basis) were as follows:

	June 30,				December 31,
	2013		2012		2012		2011		2010
	(in thousands)
Other
Net finance receivables:
Personal loans		$89,706		$189,952		$122,417		$310,514		$340,526
Real estate loans		8,053		120,104		8,570		130,248		129,436
Retail sales finance		146,683		295,503		217,092		390,528		538,366
Total		$244,442		$605,559		$348,079		$831,290		$1,008,328

Credit Quality

Our customers encompass a wide range of borrowers. In the consumer finance industry, they are described as prime or near-prime at one extreme and non-prime or sub-prime at the other. Our customers’ incomes are generally near the national median but our customers may vary from national norms as to their debt-to-income ratios, employment and residency stability, and/or credit repayment histories. In general, our customers have lower credit quality and require significant levels of servicing.

As a result of the Fortress Acquisition, we applied push-down accounting and adjusted the carrying value of our finance receivables (the “FA Loans”) to their fair value on November 30, 2010. For purchased finance receivables, such as the SpringCastle Portfolio (“SCP Loans”), we also record these loans at fair value on the day of purchase.

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Carrying value of finance receivables includes accrued finance charges, unamortized deferred origination costs and unamortized net premiums and discounts on purchased finance receivables. We record an allowance for loan losses to cover expected losses on our finance receivables.

For both the FA and SCP Loans, we segregate between those considered to be performing (“FA Performing Loans” and “SCP Performing Loans” respectively) and those for which it was determined it was probable that we would be unable to collect all contractually required payments (“FA Credit Impaired Loans” and “SCP Credit Impaired Loans,” respectively). For the FA Performing Loans and the SCP Performing Loans, we accrete the purchase discount to contractual cash flows over the remaining life of the loan to finance charges. For the FA Credit Impaired Loans and SCP Credit Impaired Loans, we record the expected credit loss at purchase and recognize finance charges on the expected effective yield.

	June  30, 2013			December 31,
				2012			2011
	(in thousands)
Personal Loans
FA Performing Loans at Fortress Acquisition		$227,659			$336,141			$821,992
Originated after Fortress Acquisition		2,660,092			2,313,591			1,863,047
Allowance for finance receivable losses		(60,250	)		(66,580	)		(39,522	)
Personal loans, less allowance for finance receivable losses		2,827,501			2,583,152			2,645,517
SpringCastle Portfolio
SCP Performing Loans		2,140,412			N/A			N/A
SCP Credit Impaired Loans		677,166			N/A			N/A
Allowance for finance receivable losses		—			N/A			N/A
SpringCastle Portfolio, less allowance for finance receivable losses		2,817,578			N/A			N/A
Real Estate Loans
FA Performing Loans at Fortress Acquisition		7,015,858			7,463,046			8,365,947
FA Credit Impaired Loans at Fortress Acquisition		1,354,180			1,398,767			1,539,701
Originated after Fortress Acquisition*		86,060			93,552			210,164
Allowance for finance receivable losses		(184,585	)		(111,248	)		(31,471	)
Real estate loans, less allowance for finance receivable losses		8,271,513			8,844,117			10,084,341
Retail Sales Finance
FA Performing Loans at Fortress Acquisition		88,550			126,558			254,201
Originated after Fortress Acquisition		52,276			81,799			115,702
Allowance for finance receivable losses		(920	)		(2,260	)		(1,007	)
Retail sales finance, less allowance for finance receivable losses		139,906			206,097			368,896
Total net finance receivables, less allowance		$14,056,498			$11,633,366			$13,098,754
Allowance for finance receivable losses as a percentage of finance receivables
Personal loans		2.09	%		2.51	%		1.47	%
SpringCastle Portfolio		0.00	%		N/A			N/A
Real estate loans		2.18	%		1.24	%		0.31	%
Retail sales finance		0.65	%		1.08	%		0.27	%

* Real estate loan originations in 2012 and 2013 were from advances on home equity lines of credit.

We consider delinquency status of a finance receivable as our primary credit quality indicator and consider finance receivables 60 days or more past due as delinquent and consider the likelihood of collection to decrease at such time.

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The following is a summary of net finance receivables by days delinquent.

	Personal Loans		SpringCastle Portfolio		Real Estate Loans		Retail Sales Finance		Total
	(in thousands)
June 30, 2013
Net finance receivables:
60-89 days past due		$21,522		$49,888		$88,306		$1,547		$161,263
90-119 days past due		14,982		37,551		63,400		1,142		117,075
120-149 days past due		11,451		23,207		48,453		702		83,813
150-179 days past due		9,883		20,386		38,897		519		69,685
180 days or more past due		1,168		1,468		365,422		130		368,188
Total delinquent finance receivables		59,006		132,500		604,478		4,040		800,024
Current		2,789,924		2,597,446		7,677,398		133,510		13,198,278
30-59 days past due		38,821		87,632		174,222		3,276		303,951
Total		$2,887,751		$2,817,578		$8,456,098		$140,826		$14,302,253
December 31, 2012
Net finance receivables:
60-89 days past due		$21,683		N/A		$99,956		$2,107		$123,746
90-119 days past due		17,538		N/A		73,803		1,416		92,757
120-149 days past due		14,050		N/A		58,364		1,171		73,585
150-179 days past due		9,613		N/A		45,648		743		56,004
180 days or more past due		12,107		N/A		386,024		331		398,462
Total delinquent finance receivables		74,991		N/A		663,795		5,768		744,554
Current		2,534,960		N/A		8,094,459		197,392		10,826,811
30-59 days past due		39,781		N/A		197,111		5,197		242,089
Total		$2,649,732		N/A		$8,955,365		$208,357		$11,813,454
December 31, 2011
Net finance receivables:
60-89 days past due		$20,790		N/A		$118,659		$4,169		$143,618
90-119 days past due		16,332		N/A		89,760		3,543		109,635
120-149 days past due		12,975		N/A		74,585		2,750		90,310
150-179 days past due		9,246		N/A		60,783		1,716		71,745
180 days or more past due		11,601		N/A		401,326		883		413,810
Total delinquent finance receivables		70,944		N/A		745,113		13,061		829,118
Current		2,580,966		N/A		9,191,439		349,685		12,122,090
30-59 days past due		33,129		N/A		179,260		7,157		219,546
Total		$2,685,039		N/A		$10,115,812		$369,903		$13,170,754

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Troubled Debt Restructuring

We make modifications to our real estate loans to assist borrowers in avoiding foreclosure. When we modify a real estate loan’s contractual terms for economic or other reasons related to the borrower’s financial difficulties and grant a concession that we would not otherwise consider, we classify that loan as a TDR finance receivable.

Summary of TDR finance receivables is as follows:

	June  30, 2013			December 31
				2012			2011
	(in thousands)
TDR net finance receivables		$1,143,437			$812,969			$298,509
Allowance for TDR finance receivable losses		$148,365			$92,290			$29,360
Allowance as a percentage of TDR net finance receivables		12.98	%		11.35	%		9.84	%
Number of TDR accounts		11,846			7,681			2,440

Net finance receivables that were modified as TDR finance receivables within the previous 12 months and for which there was a default during the period were as follows:

	Six Month Ended June 30,				Year Ended December 31
	2013		2012		2012		2011
	(in thousands)
Number of TDR accounts		419		282		590		184
TDR net finance receivables		$33,689		$35,002		$66,041		$20,086

We may make modifications to a loan in our newly acquired SpringCastle Portfolio to assist borrowers in avoiding default and to mitigate the risk of loss. When we modify a loan’s contractual terms for economic or other reasons related to the borrower’s financial difficulties and grant a concession that we would not otherwise consider, we classify that loan as a TDR finance receivable. We restructure finance receivables only if we believe the customer has the ability to pay under the restructured terms for the foreseeable future. There were no SpringCastle Portfolio TDR accounts as of the April 1, 2013 acquisition date as any account deemed as a TDR under our policy was categorized as a purchased credit impaired finance receivables. The amount of SpringCastle Portfolio loans that has been classified as a TDR finance receivable subsequent to the acquisition date is less than $15,000 and has not yet reached a significant level for detailed disclosure.

Liquidity and Capital Resources

We have historically financed the majority of our operating liquidity and capital needs through a combination of cash flows from operations, securitization debt, unsecured debt and borrowings under the Secured Term Loan. In the future, we plan to finance our operating liquidity and capital needs through a combination of cash flows from operations, securitization debt, unsecured debt, other corporate debt facilities and equity.

As a holding company, all of the funds generated from our operations are earned by our operating subsidiaries. Our operating subsidiaries’ primary cash needs relate to funding our lending activities, our debt service obligations, our operating expenses and, to a lesser extent, expenditures relating to upgrading and monitoring our technology platform, risk systems and branch locations.

At June 30, 2013, we had $646.4 million of cash and cash equivalents and during the six months ended June 30, 2013 we generated a net income of $98.8 million. Our net cash outflow from operating and investing activities totaled $2.1 billion for the six months ended June 30, 2013 as a result of the purchase of the SpringCastle Portfolio. At June 30, 2013, our remaining principal and interest payments for 2013 on our existing debt (excluding securitizations) totaled $706.9 million. Additionally, we have $244.0 million of debt maturities

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and interest payments (excluding securitizations) due in the first half of 2014. As of June 30, 2013, we had $1.1 billion UPB of unencumbered personal loans and $1.6 billion UPB of unencumbered real estate loans.

Our insurance subsidiaries maintain reserves as liabilities on the balance sheet to cover future claims for certain insurance products. Claims reserves totaled $74.4 million as of June 30, 2013.

Based on our estimates and taking into account the risks and uncertainties of our plans, we believe that we will have adequate liquidity to finance and operate our businesses and repay our obligations as they become due for at least the next twelve months.

To reduce the risk associated with unfavorable changes in interest rates on our debt not offset by favorable changes in yield of our finance receivables, we monitor the anticipated cash flows of our assets and liabilities, principally our finance receivables and debt. We have funded finance receivables with a combination of fixed-rate and floating-rate debt and equity and have based the mix of fixed-rate and floating-rate debt issuances, in part, on the nature of the finance receivables being supported. We have also employed interest rate swap agreements to adjust our fixed/floating mix of total debt. Including the impact of interest rate swap agreements that effectively fix floating-rate debt or float fixed-rate debt, our floating-rate debt represented 17% of our borrowings at June 30, 2013, compared to 31% at December 31, 2012 and 2011 (on a historical accounting basis). We no longer have any interest rate swap agreements, as we terminated our remaining cross currency interest rate swap agreement on August 5, 2013. Adjustable-rate net finance receivables represented 5% of our real estate loans at June 30, 2013, compared to 5% at December 31, 2012 and 2011 (on a historical accounting basis).

Liquidity

Operating Activities

Cash from operations decreased $45.1 million for the six months ended June 30, 2013 when compared to the same period in 2012 primarily due to servicing fee expenses charged by HSBC to service the SpringCastle Portfolio and perform collection services, pursuant to an interim servicing agreement, higher advertising expenses, and legal settlement costs paid in the six months ended June 30, 2013, partially offset by lower salaries and benefits and occupancy expenses reflecting fewer employees and branch offices in 2013 as a result of the restructuring activities during the first half of 2012. The decrease in benefit costs also reflected lower pension expenses primarily due to the pension plan freeze effective December 31, 2012.

Cash from operations increased $35.3 million in 2012 when compared to 2011 primarily due to lower salaries and benefits and other operating expenses reflecting fewer employees and branch offices in 2012 due to the restructuring activities during the first half of 2012, as well as higher net interest income.

Cash from operations decreased $202.9 million in 2011 when compared to the eleven months ended November 30, 2010 primarily due to lower net interest income.

Investing Activities

Net cash provided by (used for) investing activities decreased $2.9 billion for the six months ended June 30, 2013 when compared to the same period in 2012 primarily due to the purchase of the SpringCastle Portfolio.

Cash from investing activities decreased $106.7 million in 2012 when compared to 2011 primarily due to the settlement of a note receivable from AIG in 2011 and restrictions on cash due to the completion of three securitization transactions during 2012 and the modification of the Secured Term Loan in 2011 combined with an increase in proceeds from net sales of investment securities and sales of finance receivables held for sale in 2012.

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Cash from investing activities decreased $1.7 billion in 2011 when compared to the eleven months ended November 30, 2010 primarily due to the repayment of a demand promissory note receivable from AIG in the first quarter of 2010.

Financing Activities

Net cash provided by (used for) financing activities increased $1.3 billion for the six months ended June 30, 2013 primarily due to higher net repayments of long-term debt, partially offset by four securitization transactions and an unsecured offering of Senior Notes in the 2013 period.

Net cash used for financing activities decreased $1.6 billion in 2012 when compared to 2011 primarily due to higher amounts of long-term debt repayments in 2011.

Net cash used for financing activities decreased $972.6 million in 2011 when compared to the eleven months ended November 30, 2010 primarily due to less net repayments of short-term and long-term debt in 2011 compared to the eleven months ended November 30, 2010.

Liquidity Risks and Strategies

We currently have a significant amount of indebtedness in relation to our equity. SFC’s credit ratings are non-investment grade, which have a significant impact on our cost of, and access to, capital. This, in turn, negatively affects our ability to manage our liquidity, and our ability and cost to refinance our indebtedness.

There are numerous risks to our financial results, liquidity, capital raising and debt refinancing plans, some of which may not be quantified in our current liquidity forecasts. These risks include, but are not limited, to our inability to grow our personal loan portfolio with adequate profitability; the effect of federal, state and local laws, regulations, or regulatory policies and practices; the liquidation and related losses within our real estate portfolio could be substantial and result in reduced cash receipts; potential liability relating to real estate and personal loans which we have sold or may sell in the future, or relating to securitized loans; and the potential for disruptions in bond and equity markets.

The principal factors that could decrease our liquidity are customer delinquencies and defaults, a decline in customer prepayments, and a prolonged inability to adequately access capital market funding. We intend to support our liquidity position by utilizing the following strategies:

— managing purchases of finance receivables and maintaining disciplined underwriting standards and pricing for loans we originate or purchase;

— pursuing additional debt financings (including new securitizations and new unsecured debt issuances, debt refinancing transactions and standby funding facilities), or a combination of the foregoing;

— purchasing portions of our outstanding indebtedness through open market or privately negotiated transactions with third parties or pursuant to one or more tender or exchange offers or otherwise, upon such terms and at such prices, as well as with such consideration, as we or our affiliates may determine; and

— obtaining secured revolving credit facilities to allow us to use excess cash to pay down higher cost debt.

However, it is possible that the actual outcome of one or more of our plans could be materially different than expected or that one or more of our significant judgments or estimates could prove to be materially incorrect.

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Our Insurance Subsidiaries

State law restricts the amounts our insurance subsidiaries, Merit Life Insurance Co. and Yosemite Insurance Company, may pay as dividends without prior notice to, or in some cases approval from, the Indiana Department of Insurance. The maximum amount of dividends that can be paid without prior approval in a 12 month period, measured retrospectively from the date of payment, is the greater of 10% of policyholders’ surplus as of the prior year-end, or the net gain from operations as of the prior year-end. Our insurance subsidiaries paid $150.0 million of dividends in the second quarter of 2012 upon receiving prior approval and paid $45.0 million of dividends in the second quarter of 2011 that did not require prior approval. On July 19, 2013, our insurance subsidiaries paid an additional $150.0 million of dividends upon receiving prior approval.

Our Debt Agreements

The debt agreements to which SFC and its subsidiaries are a party include customary terms and conditions, including covenants and representations and warranties. These agreements also contain certain restrictions, including restrictions on the ability to create senior liens on property and assets in connection with any new debt financings and restrictions on the intercompany transfer of funds from certain subsidiaries to SFC or SFI, except for those funds needed for debt payments and operating expenses. SFC subsidiaries that borrow funds through the Secured Term Loan are also required to pledge eligible finance receivables or certain other assets to support their borrowing under the Secured Term Loan.

With the exception of SFC’s hybrid debt, none of our debt agreements require SFI or any of its subsidiaries to meet or maintain any specific financial targets or ratios, except the requirement to maintain a certain level of pledged finance receivables or certain other assets under the Secured Term Loan.

Under our debt agreements, certain events, including non-payment of principal or interest, bankruptcy or insolvency, or a breach of a covenant or a representation or warranty may constitute an event of default and trigger an acceleration of payments. In some cases, an event of default or acceleration of payments under one debt agreement may constitute a cross-default under other debt agreements resulting in an acceleration of payments under the other agreements.

As of June 30, 2013, we were in compliance with all of the covenants under our debt agreements.

Structured Financings

We have the proven ability to finance our businesses from a diversified source of capital and funding, including financings in the capital markets in the form of personal loan and mortgage loan securitizations. Our recent securitizations have served to replace secured and unsecured debt in our capital structure with more favorable non-recourse funding. In addition, securitizations are an attractive source of funding due to the cost efficiency of the market and the large and deep investor base for such products. Securitizations also allow us to limit our exposure to risk upon an event of default as investors generally have no recourse other than to the pool of finance receivables underlying the securitization and may not look to, or draw upon, our assets, or the assets of our affiliates, in order to satisfy their claims. Furthermore, the term structure of a securitization locks in fixed rate funding for the life of the underlying fixed rate assets, and the matching amortization of the assets and liabilities provides committed funding for the collateralized loans throughout their terms. Our overall funding costs are favorably impacted by our increased usage of securitizations as we typically execute these transactions at interest rates significantly below those of our maturing secured and unsecured debt. Our consumer loan securitizations completed in 2013 also offer us the added advantage of having either a two or three year revolving period during which we are able to contribute additional assets into the securitization to replace maturing loans. This feature provides us with an incremental source of liquidity for our consumer loans.

Due to prevailing market rates, we did not engage in securitizations during the period from 2008 to July of 2009, but we began issuing asset- and mortgage-backed securities again in July of 2009. We completed one

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securitization in each year of 2009, 2010 and 2011 and three in 2012. In 2013, we have completed eight securitizations to date, including five securitizations of personal loans, which represent the first such securitizations in our industry in 15 years. Since 2009, we have issued over $9.8 billion in mortgage-backed securities (“MBS”) and ABS and we expect to continue to expand our securitization program.

We execute private securitizations under Rule 144A of the Securities Act. As of June 30, 2013, our structured financings consisted of the following:

	Initial Note Amounts Issued*		Current Note Amounts Outstanding		Initial Collateral Balance		Current Collateral Balance		Initial Weighted Average Interest Rate			Collateral Type		Revolving Period
	(in thousands)
Mortgage Securitization
AGFMT 2006-1		$457,061		$126,931		$473,570		$148,458		5.7500	%		Mortgage loans		N/A
AGFMT 2009-1		1,179,513		334,913		1,965,856		1,158,740		4.5625	%		Mortgage loans		N/A
AGFMT 2010-1		716,897		345,877		1,002,653		659,093		5.3000	%		Mortgage loans		N/A
SLFMT 2011-1		365,441		276,523		496,861		404,592		4.8266	%		Mortgage loans		N/A
SLFMT 2012-1		394,611		315,323		473,009		416,080		3.7447	%		Mortgage loans		N/A
SLFMT 2012-2		770,806		662,392		970,034		896,927		3.3384	%		Mortgage loans		N/A
SLFMT 2012-3		794,854		710,757		1,030,568		977,610		2.7190	%		Mortgage loans		N/A
SLFMT 2013-1		782,489		748,639		1,021,846		997,067		3.0317	%		Mortgage loans		N/A
Consumer Securitization
SLFMT 2013-A		567,880		567,880		662,247		662,251		2.8880	%		Personal loans		2 years
SLFMT 2013-B		256,170		256,170		441,989		441,989		4.0627	%		Personal loans		3 years
Total Mortgage and Consumer Securitizations		6,285,722		4,345,405		8,538,633		6,762,807
SpringCastle Securitization
SCFT 2013-1		2,200,000		2,039,476		3,934,955		3,769,727		3.7862	%		Personal and junior mortgage loans		N/A
Total secured structured financings		$8,485,722		$6,384,881		$12,473,588		$10,532,534

* Represents securities sold at time of issuance or at a later date. Does not include retained bonds.

We completed a mortgage securitization in July 2013 and a consumer loan securitization in September 2013. As of September 30, 2013, these two structured financings consisted of the following:

Initial Note Amounts Issued

Current Note Amounts Outstanding

Initial Collateral Balance

Current Collateral Balance

Initial Weighted Average Interest Rate

Collateral Type

Revolving Period

(in thousands)

Mortgage Securitization

SLFMT 2013-2*

$599,361

$575,608

$1,137,307

$1,120,470

2.88%

Mortgage loans

N/A

Consumer Securitization

SLFFT 2013-BAC

500,000

500,000

645,162

645,162

average daily 1M LIBOR + 2.00%

Personal loans

N/A

* Represents securities sold at time of issuance. Does not include retained notes or subsequent sales of retained notes.

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In addition to the two structured financings included in the table above, we completed two conduit securitizations in September 2013, which were not funded at closing, as discussed in “Contractual Obligations as of June 30, 2013.”

We have completed eight securitizations year-to-date (including a mortgage securitization effected in July 2013 and a consumer loan securitization and two conduit securitizations effected in September discussed above) and currently have 15 securitizations outstanding in the market with a cumulative balance of $7.6 billion. Our securitizations generally have several classes of notes, with principal paid sequentially based on seniority and any excess spread distributed to the residual holder. We generally retain the lowest bond class and the residual, with a cumulative balance of $4.1 billion at June 30, 2013. We use the proceeds from securitization transactions to repay borrowings outstanding under our Secured Term Loan, originate and acquire new loans, and for general corporate purposes. We have the right to exercise clean-up call options on our securitizations when the collateralization pool balance reaches its defined option trigger level which could range from 10% to 25% of its original balance or in some cases at specified times, for example, three years following the date of issuance.

Secured Term Loan

SFFC, a wholly owned subsidiary of SFC, is party to a six-year secured term loan pursuant to a credit agreement among SFFC, SFC, the Subsidiary Guarantors and a syndicate of lenders, various agents, and Bank of America, N.A, as administrative agent.

On April 11, 2013, SFFC made a mandatory prepayment, without penalty or premium, of $714.9 million of outstanding principal (plus accrued interest) on the Secured Term Loan. On each of May 15, 2013 and May 30, 2013, SFFC made additional prepayments, without penalty or premium of $500.0 million of outstanding principal (plus accrued interest) on the Secured Term Loan. At June 30, 2013, the outstanding principal amount of the Secured Term Loan was $2.0 billion. On July 29, 2013 and September 30, 2013, SFFC made prepayments, without penalty or premium of $235.1 million and $1.25 billion, respectively of outstanding principal (plus accrued interest) on the Secured Term Loan. In addition, on September 30, 2013, the parties to the Secured Term Loan entered into the New Loan Tranche pursuant to the joinder agreement to the Secured Term Loan. Proceeds from the New Loan Tranche were used to fund the $1.25 billion prepayment of existing secured term loans due 2017. Following the prepayments, the outstanding principal amount of existing secured term loans due 2017 totaled $550.0 million.

Hybrid Debt

In January 2007, SFC issued $350.0 million aggregate principal amount of 60-year junior subordinated debentures. The debentures underlie the trust preferred securities sold by a trust sponsored by SFC. SFC can redeem the debentures at par beginning in January 2017.

Under our hybrid debt, SFC, upon the occurrence of a mandatory trigger event, is required to defer interest payments to the junior subordinated debt holders and not make dividend payments to SFI unless SFC obtains non-debt capital funding in an amount equal to all accrued and unpaid interest on the hybrid debt otherwise payable on the next interest payment date and pays such amount to the junior subordinated debt holders. A mandatory trigger event occurs if SFC’s (1) tangible equity to tangible managed assets is less than 5.5% or (2) average fixed charge ratio is not more than 1.10x for the trailing four quarters.

Based upon SFC’s financial results for the twelve months ended March 31, 2013, a mandatory trigger event occurred with respect to the payment due in July 2013 as the average fixed charge ratio was 0.76x (while the tangible equity to tangible managed assets ratio was 8.69%). On July 10, 2013, SFC issued one share of SFC common stock to SFI for $10.5 million to satisfy the July 2013 interest payments required by SFC’s hybrid debt.

For a more detailed description of all of our debt agreements (other than our securitizations), see “Description of Indebtedness.”

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Contractual Obligations as of June 30, 2013

	2013		2014-2015		2016-2017		2018+		Securitizations(a)		Total
	(in thousands)
Principal maturities on long-term debt:
Secured term loan		$—		$—		$2,035,063		$—		$—		$2,035,063
Securitization debt:
Real estate		—		—		—		—		3,521,355		3,521,355
Consumer		—		—		—		—		824,050		824,050
SpringCastle Portfolio		—		—		—		—		2,039,476		2,039,476
Retail notes		39,319		403,316		—		—		—		442,635
Medium-term notes		—		750,000		3,675,000		300,000				4,725,000
Euro denominated notes		416,636		—		—				—		416,636
Junior subordinated debt		—		—		—		350,000		—		350,000
Total principal maturities		455,955		1,153,316		5,710,063		650,000		6,384,881		14,354,215
Interest payments on debt(a)(b)		250,994		905,077		705,941		391,962		1,018,201		3,272,175
Operating leases(c)		13,935		39,368		17,216		4,111		—		74,630
Total		$720,884		$2,097,761		$6,433,220		$1,046,073		$7,403,082		$17,701,020

(a) On-balance sheet securitizations are not included in maturities by period due to their variable monthly payments.

(b) Future interest payments on floating-rate debt are estimated based upon floating rates in effect at June 30, 2013.

(c) Operating leases include annual rental commitments for leased office space, automobiles, and data processing and related equipment.

Subsequent to June 30, 2013, we have completed the following transactions:

— 2013-2 securitization — On July 9, 2013, we completed a private securitization transaction in which a wholly owned special purpose vehicle sold $599.4 million of notes backed by real estate loans of the Springleaf Mortgage Loan Trust 2013-2 (the “2013-2 Trust”), at a 2.88% weighted average yield. We received proceeds of $590.9 million from the sale, calculated after the price discount but before expenses.

— 2013-BAC securitization — On September 25, 2013, we completed a private securitization transaction in which the 2013-BAC Trust, a wholly owned special purpose vehicle of SFC, issued $500.0 million of notes backed by an amortizing pool of personal loans acquired from subsidiaries of SFC. We sold the personal loan-backed notes for $500.0 million, calculated before expenses.

— Midbrook 2013-VFNI securitization — On September 26, 2013, we completed a private securitization transaction in which the Midbrook 2013-VFN1 Trust, a wholly owned special purpose vehicle of SFC, issued variable funding notes with a maximum principal balance of $300 million to be backed by personal loans acquired from subsidiaries of SFC from time to time. The notes were not funded at closing, but may be funded from time to time over a one-year period,

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subject to the satisfaction of customary conditions precedent. During this period, the notes can also be paid down in whole or in part and then redrawn. Following the one-year funding period, the principal amount of the notes, if any, will amortize and will be due and payable in full in October 2017.

— Springleaf 2013-VFNI securitization — On September 27, 2013, we completed a private securitization transaction in which the Springleaf 2013-VFN1 Trust, a wholly owned special purpose vehicle of SFC, issued variable funding notes with a maximum principal balance of $350 million to be backed by personal loans acquired from subsidiaries of SFC from time to time. The notes were not funded at closing, but may be funded from time to time over a two-year period, which may be extended for one year, subject to the satisfaction of customary conditions precedent. During this period, the notes can also be paid down in whole or in part and then redrawn. Following the two- or three-year funding period, as the case may be, the principal amount of the notes, if any, will amortize and will be due and payable in full in October 2019.

— Sales of previously retained notes — We sold the following previously retained mortgage-backed and asset-backed notes:

— $157.5 million mortgage-backed notes from our 2013-2 securitization and subsequently recorded $148.6 million of additional debt;

— $114.0 million asset-backed notes from our 2013-B securitization and subsequently recorded $111.6 million of additional debt; and

— $372.0 million Class B Notes from our SpringCastle securitization and subsequently recorded $357.1 million of additional debt.

— Secured Term Loan prepayments — On July 29, 2013 and September 30, 2013, SFFC made prepayments, without penalty or premium of $235.1 million and $1.25 billion, respectively, of outstanding principal (plus accrued interest) on the Secured Term Loan. The $1.25 billion prepayment included proceeds from the New Loan Tranche. Following the prepayments, the outstanding principal amount of the Secured Term Loan due 2017 totaled $550.0 million.

— New Loan Tranche under Secured Term Loan — On September 30, 2013, SFC, SFFC and the Subsidiary Guarantors established new term loan commitments totaling $750.0 million under the Secured Term Loan. The proceeds from the New Loan Tranche were used to fund a voluntary prepayment on the Secured Term Loan on September 30, 2013 as described immediately above.

— SFC offering of senior notes — On September 24, 2013, SFC issued $650 million aggregate principal amount of 7.75% Senior Notes and $300 million aggregate principal amount of 8.25% Senior Notes. SFC issued $500 million aggregate principal amount of the 7.75% Senior Notes and $200 million aggregate principal amount of the 8.25% Senior Notes in exchange for $700 million aggregate principal amount of SFC’s outstanding 6.90% medium term notes, Series J, due 2017. SFC used a portion of the proceeds from the offering of the Notes to repurchase $183.7 million aggregate principal amount of its 6.90% medium term notes, Series J, due 2017.

Off-Balance Sheet Arrangements

We have no material off-balance sheet arrangements as defined by SEC rules. We had no off-balance sheet exposure to losses associated with unconsolidated VIEs at June 30, 2013 or December 31, 2012 or 2011.

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Critical Accounting Policies and Estimates

We consider the following policies to be our most critical accounting policies because they involve critical accounting estimates and a significant degree of management judgment:

— allowance for finance receivable losses;

— purchased credit impaired finance receivables;

— TDR finance receivables;

— push-down accounting; and

— fair value measurements.

We believe the amount of the allowance for finance receivable losses is the most significant estimate we make. See “—Allowance for Finance Receivable Losses” below for further discussion of the models and assumptions used to assess the adequacy of the allowance for finance receivable losses.

Allowance for Finance Receivable Losses

Effective September 30, 2012, we base our allowance for finance receivable losses primarily on historical loss experience using a roll rate-based model applied to our retail sales finance and real estate loan portfolios. Effective September 30, 2011, we switched from the migration analysis to the roll rate-based model for our personal loans. These changes in methodology were considered changes in estimates in accordance with ASC 250-10-45-17 and incorporated prospectively into our calculation of allowance for loan loss beginning with the quarters ended September 30, 2011 and 2012. As of September 30, 2011, we recorded an allowance for finance receivable losses for our personal loans using the roll-rate based model that resulted in an allowance that was $6.2 million lower than the equivalent number produced using migration analysis. As of September 30, 2012, we recorded an allowance for finance receivable losses for our retail and real estate loans that was $0.7 million higher than the equivalent number produced using migration analysis. We do not expect this change to result in a material change to the allowance for finance receivable losses going forward. We adopted the roll rate-based model as follows:

In our roll rate-based model, our finance receivable types are stratified by delinquency stages (i.e., current, 1-29 days past due, 30-59 days past due, etc.) and projected forward in one-month increments using historical roll rates. In each month of the simulation, losses on our finance receivable types are captured, and the ending delinquency stratification serves as the beginning point of the next iteration. No new volume is assumed. This process is repeated until the number of iterations equals the loss emergence period (the interval of time between the event which causes a borrower to default on a finance receivable and our recording of the charge-off) for our finance receivable types. As delinquency is a primary input into our roll rate-based model, we inherently consider nonaccrual loans in our estimate of the allowance for finance receivable losses.

Management exercises its judgment, based on quantitative analyses, qualitative factors such as recent delinquency and other credit trends, and experience in the consumer finance industry, when determining the amount of the allowance for finance receivable losses. We adjust the amounts determined by the roll rate-based model for management’s estimate of the effects of model imprecision, any changes to underwriting criteria, portfolio seasoning, and current economic conditions, including levels of unemployment and personal bankruptcies. We charge or credit this adjustment to expense through the provision for finance receivable losses.

We based our allowance for finance receivable losses primarily on historical loss experience using migration analysis prior to September 30, 2012 for our retail sales finance and real estate loan portfolios and prior to September 30, 2011 for our personal loans. Our migration analysis utilized a rolling 12 months of historical data that was updated quarterly for our real estate loan and retail sales finance receivable portfolios.

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The primary inputs for our migration analysis were (1) the related historical finance receivable balances, (2) the historical delinquency, charge-off, recovery and repayment amounts, and (3) the related finance receivable balances in each stage of delinquency (i.e., current, greater than 30 days past due, greater than 60 days past due, etc.). The primary assumptions used in our migration analysis were the weighting of historical data and our estimate of the loss emergence period for the portfolio.

Management considers the performance of our junior-lien real estate loans portfolio when estimating the allowance for finance receivable losses at the time we evaluate our real estate loan portfolio for impairments. However, we are not able to track the default status of the first lien position for our junior lien loans if we are not the holders of the first lien position. We attempt to mitigate the risk resulting from the inability to track this information by utilizing our roll rate-based model. Our roll rate-based model incorporates the historical performance of our real estate portfolio (including junior lien loans) and its output will therefore be impacted by any actual delinquency and charge-offs from junior lien loans.

Seasonality

Our personal loan volume is generally highest during the month of November, primarily due to marketing around the holidays. Demand for our personal loans is usually lower in January and February after the holiday season and preceding tax season. Delinquencies on our personal loans tend to peak in the second and third quarters and higher net charge-offs on these loans usually occur at year end. These seasonal trends contribute to fluctuations in our operating results and cash needs throughout the year.

Glossary of Terms

Average debt	Average of debt for each day in the period
Average net receivables	Average of net finance receivables at the beginning and end of each month in the period
Charge-off ratio	Annualized net charge-offs as a percentage of the average of net finance receivables at the beginning of each month in the period
Delinquency ratio	UPB of 60 days or more past due (greater than three payments unpaid) as a percentage UPB
Gross charge-off ratio	Annualized gross charge-offs as a percentage of the average of net finance receivables at the beginning of each month in the period
Hybrid debt	Capital securities classified as debt for accounting purposes but due to their terms are afforded, at least in part, equity capital treatment in the calculation of effective leverage by rating agencies
Loss ratio	Annualized net charge-offs, net writedowns on real estate owned, net gain (loss) on sales of real estate owned, and operating expenses related to real estate owned as a percentage of the average of real estate loans at the beginning of each month in the period
Net interest income	Total interest income less total interest expense
Recovery ratio	Annualized recoveries on net charge-offs as a percentage of the average of net finance receivables at the beginning of each month in the period.
Tangible equity	Total equity less accumulated other comprehensive income or loss
Weighted average interest rate	Annualized interest expense as a percentage of average debt
Yield	Annualized finance charges as a percentage of average net receivables

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QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

The fair values of certain of our assets and liabilities are sensitive to changes in market interest rates. The impact of changes in interest rates would be reduced by the fact that increases (decreases) in fair values of assets would be partially offset by corresponding changes in fair values of liabilities. In aggregate, the estimated impact of an immediate and sustained 100 basis point increase or decrease in interest rates on the fair values of our interest rate-sensitive financial instruments would not be material to our financial position.

The estimated increases (decreases) in fair values of interest rate-sensitive financial instruments were as follows:

	June 30,						December 31,
	2013						2012						2011
	+100 bp			-100 bp			+100 bp			-100 bp			+100 bp			-100 bp
	(in thousands)
Assets
Net finance receivables, less allowance for finance receivable losses		$(492,208	)		$532,795			$(457,090	)		$452,130			$(486,086	)		$534,104
Fixed-maturity investment securities		(20,457	)		17,742			(21,255	)		N/M	*		(18,865	)		13,899
Cross currency interest rate derivatives		524			(868	)		515			(862	)		(3,907	)		8,089
Liabilities
Long-term debt		(383,268	)		236,690			(305,775	)		120,263			(238,340	)		88,047

* Not meaningful since front end treasury rates were well below 100 basis points at December 31, 2012.

We derived the changes in fair values by modeling estimated cash flows of certain of our assets and liabilities. We adjusted the cash flows to reflect changes in prepayments and calls, but did not consider loan originations, debt issuances, or new investment purchases.

We do not enter into interest rate-sensitive financial instruments for trading or speculative purposes.

Readers should exercise care in drawing conclusions based on the above analysis. While these changes in fair values provide a measure of interest rate sensitivity, they do not represent our expectations about the impact of interest rate changes on our financial results. This analysis is also based on our exposure at a particular point in time and incorporates numerous assumptions and estimates. It also assumes an immediate change in interest rates, without regard to the impact of certain business decisions or initiatives that we would likely undertake to mitigate or eliminate some or all of the adverse effects of the modeled scenarios.

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BUSINESS

Business Overview

Springleaf is a leading consumer finance company providing responsible loan products to customers through our nationwide branch network and through iLoan, our internet lending division. We have a nearly 100-year track record of high quality origination, underwriting and servicing of personal loans, primarily to non-prime consumers. Our deep understanding of local markets and customers, together with our proprietary underwriting process and data analytics, allow us to price, manage and monitor risk effectively through changing economic conditions. With an experienced management team, a strong balance sheet, proven access to the capital markets and strong demand for consumer credit, we believe we are well positioned for future growth.

We staff each of our 834 branch offices with local, well-trained personnel who have significant experience in the industry and with Springleaf. Our business model revolves around an effective origination, underwriting and servicing process that leverages each branch office’s local presence in these communities along with the personal relationships developed with our customers. Credit quality is also driven by our long-standing underwriting philosophy, which takes into account each prospective customer’s household budget, and his or her willingness and capacity to repay the loan. Our extensive network of branches and expert personnel is complemented by our internet lending division, known as iLoan. Formed at the beginning of this year, our iLoan division allows us to reach customers located outside our branch footprint and to more effectively process applications from customers within our branch footprint who prefer the convenience of online transactions.

In connection with our personal loan business, our two captive insurance subsidiaries offer our customers credit and non-credit insurance policies covering our customers and the property pledged as collateral for our personal loans.

In addition, we pursue strategic acquisitions of loan portfolios through our Springleaf Acquisitions division, which we service through our centralized servicing operation. As part of this strategy, we recently acquired from HSBC, through a joint venture in which we own a 47% equity interest, a $3.9 billion consumer loan portfolio, which we refer to as the “SpringCastle Portfolio.” Through the acquisition of the SpringCastle Portfolio and other similar acquisitions, we expect to achieve a meaningful return on our investment as well as receive a stable servicing fee income stream. We also intend to pursue fee-based opportunities in servicing loans for others through Springleaf Servicing Solutions, our centralized servicing division.

Industry and Market Overview

We operate in the consumer finance industry serving the large and growing population of consumers who have limited access to credit from banks, credit card companies and other lenders. According to Experian PLC, as of June 30, 2013, the U.S. consumer finance industry has grown to approximately $2.9 trillion of outstanding borrowings in the form of personal loans, vehicle loans and leases, credit cards, home equity lines of credit and student loans. According to the Federal Deposit Insurance Corporation, there were approximately 51 million adults living in under-banked households in the United States in 2011. Furthermore, difficult economic conditions in recent years have resulted in an increase in the number of non-prime consumers in the United States.

This industry’s traditional lenders have recently undergone fundamental changes, forcing many to retrench and in some cases to exit the market altogether. Tightened credit requirements imposed by banks, credit card companies, and other traditional lenders that began during the recession of 2008-2009 have further reduced the supply of consumer credit for non-prime borrowers. In addition, we believe that recent regulatory developments create a dis-incentive for these lenders to resume or support these lending activities. As a result, while the number of non-prime consumers in the United States has grown in recent years, the supply of consumer credit to this demographic has contracted. We believe this large and growing number of potential customers in our target market, combined with the decline in available consumer credit, provides an attractive market opportunity for our business model.

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Installment lending to non-prime consumers is one of the most highly fragmented sectors of the consumer finance industry. We believe that installment loans made by competitors that we track are presently provided through approximately 5,000 individually-licensed finance company branches in the United States. We are one of the few remaining national participants in the consumer installment lending industry still servicing this large and growing population of non-prime customers. Our iLoan division, combined with the capabilities resident in our national branch system, provides an effective nationwide platform to efficiently and responsibly address this growing market of consumers. We believe we are, therefore, well-positioned to capitalize on the significant growth and expansion opportunity created by the large supply-demand imbalance within our industry.

Competitive Strengths

— Extensive Branch Network.    We believe that our branch network is a major competitive advantage and distinguishes us from our competitors. We operate one of the largest consumer finance branch networks in the United States, serving our customers through 834 branches in 26 states. Our branch network is the foundation of our relationship-driven business model and is the product of decades of thoughtful market identification and profitability analysis. It provides us with a proven distribution channel for our personal loan and insurance products, allowing us to provide same-day fulfillment to approved customers and giving us a distinct competitive advantage over many industry participants who do not have—and cannot replicate without significant investment—a similar nationwide footprint.

— High Quality Underwriting Supported by Proprietary Analytics.    Our branch managers have on average 12 years of experience with us and, together with their branch staff, have substantial local market knowledge and experience to complement their long-term relationships with millions of our current and former customers. We believe the loyalty and tenure of our employees have allowed us to build a consistent and deeply-engrained underwriting culture that produces consistently well-underwritten loans. In addition, we support and leverage the knowledge that our employees have accumulated about our customers through our proprietary technology, data analytics and decisioning tools, which enhance the quality of our lending and servicing processes. Since the decentralized branch network introduces the potential for greater variation in the application of the Company’s underwriting guidelines, we place district and regional managers in the field to review branch loan underwriting decisions to minimize variations among branches and reduce the potential for heightened delinquencies and charge-offs.

— High-Touch Relationship-Based Servicing.    Our extensive branch network enables high-touch, relationship-based loan servicing, which we believe is a major component of superior loan performance. Our branch office employees typically live and work in the communities they serve and are often on a first-name basis with our customers. We believe that this high-touch, relationship-based servicing model distinguishes us from our competitors and allows us to react more quickly and efficiently in the event a borrower shows signs of financial or other distress.

— Industry-Leading Loan Performance.    We believe that we have historically experienced lower default and delinquency rates than the non-prime consumer finance industry as a whole. This superior level of loan performance has been achieved through the consistent application of time-tested underwriting standards, leveraging the relationships between our branch employees and our customers, and fostering a business owner mindset among our branch managers. In addition, we utilize highly effective, internally developed proprietary risk scoring models and monitoring systems. These models and systems have been developed using performance and customer data from our long history of lending to millions of consumers.

— Proven Access to Diversified Funding Sources.    We have the proven ability to finance our businesses from a diversified source of capital and funding, including cash flow from operations and financings in the capital markets in the form of personal loan and mortgage loan securitizations. Earlier this year we demonstrated the ability to attract capital markets funding for

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our personal loan business by completing two securitizations, a first for our industry in 15 years. We expect to continue to expand this securitization program that locks in our funding for loan originations for multiple years. Over the last several years, we have also demonstrated the ability to replace maturing unsecured debt with lower-cost, non-recourse securitization debt backed by our legacy real estate loan portfolio. We further expanded our available financing alternatives in May 2013 by re-entering the unsecured debt market, our first unsecured note issuance in six years. In addition, we have significant unencumbered assets to support future corporate lines of credit giving us added financial flexibility. Finally, we have one of the largest equity capital bases of any U.S. consumer finance company not affiliated with a bank or an auto or equipment manufacturer, which positions us well to continue the growth in our business and to make appropriate investments in technology, compliance and data analytics.

— Experienced Management Team.    Our management team consists of highly talented individuals with significant experience in the consumer finance industry. Their industry experience and complementary backgrounds have enabled us to grow revenue from our Core Consumer Operations by 63% during the first half of 2013 compared to the same period in 2012. Our Chief Executive Officer, Jay Levine, has 29 years of experience in the finance industry, and our senior management team has on average over 25 years of experience across the financial services and consumer finance industries.

Our Strategy

The retreat of banks and other consumer finance companies from the non-prime consumer lending industry positions us as one of the few remaining large independent consumer finance companies able to capitalize on those opportunities. We intend to grow our consumer loan portfolio, expand our products and channels and develop additional portfolio acquisition and servicing fee opportunities. Our growth strategy centers around three broad initiatives:

Drive Revenue Growth through our Extensive Branch Network.    We intend to continue increasing same-store revenues by capitalizing on opportunities to offer our existing customers new products as their credit needs evolve and by refining our existing marketing programs and actively developing new marketing channels, particularly online search and social media. We will continue to expand “turn-down” programs with higher credit-tier lenders to refer to us certain applicants who do not meet the requirements of their underwriting programs, and we will continue growing our successful merchant referral program under which we provide an incentive to retailers for referring customers to us for loans to purchase goods or services.

Drive Revenue Increases through New Channels and Acquisitions.    Through the introduction of new channels and portfolio acquisitions, we seek to grow our loan originations and revenue.

— Internet Lending.    In 2013, we expanded our business model and began originating personal loans on a centralized basis through iLoan, our internet lending division, which allows us to reach customers outside of our current geographic footprint. In addition to reaching new customers, the internet channel allows us to more effectively serve customers who are accustomed to the convenience of online transactions. Once fully developed, we expect iLoan to be able to provide internet lending access on a 24/7 basis in 46 states.

— Portfolio Acquisitions.    To build our consumer loan portfolio beyond our branch and internet businesses, we formed Springleaf Acquisitions, a separate division focused on the strategic acquisition of consumer loan portfolios that meet our investment return thresholds. We have a broad range of relationships with institutional sellers, Wall Street intermediaries and financial sponsors, including Fortress, through which we receive numerous requests to review potential

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acquisition opportunities. We expect to make additional acquisitions similar to our recent acquisition of the $3.9 billion SpringCastle Portfolio.

Pursue Fee Income Opportunities.    Our centralized servicing operation, known as Springleaf Servicing Solutions, gives us a dynamic platform covering all 50 states with which to pursue additional fee opportunities servicing the loans of others. We believe we are among a few platforms with nation-wide coverage offering third-party fee-based servicing for consumer loans. With the increasing cost of regulatory compliance in the consumer finance sector, we expect smaller third-party servicers will be challenged to make the necessary investments in technology and compliance. Finally, by combining the capital commitment capability of Springleaf Acquisitions with the servicing capability of Springleaf Servicing Solutions, we are able to offer third parties a greater alignment of interests. We expect, therefore, to be able to leverage our recent SpringCastle Portfolio acquisition into additional servicing fee opportunities.

Business Operations

Consumer

We originate and service secured and unsecured personal loans and offer voluntary credit insurance and related products through our branches and our iLoan division. Personal loan origination and servicing, along with our insurance products, forms the core of our operations. Our branch operations and our iLoan division have over 3,350 employees and 834 branch offices in 26 states. In addition, our centralized support operation, is located in Evansville, Indiana and provides back office support to branch operations and iLoan division.

Our iLoan division allows us to reach customers located outside our branch footprint and to more effectively process applications for customers within our branch footprint who prefer the convenience of online transactions. We believe this provides us a significant opportunity to grow our customer base, loan portfolio and finance charges. If a customer applies online and is located near an existing branch, we request, though do not require, that the customer visit the branch to meet with one of our employees, who will close and fund the loans. Loans closed in a branch office are serviced by that branch. This approach provides the branches with an additional source of customers who are located close to a branch, but who prefer the convenience of applying online or during hours when the branches are not open. We also believe that this approach will enable us to leverage our branch network to offer additional products and services, including insurance products, and to help maintain the credit quality of the loans we source online.

As an additional revenue initiative, we have established a merchant referral program under which merchants refer their customers to us and we originate a loan directly to the merchant’s customers to facilitate a retail purchase. We believe this approach allows us to apply our proprietary underwriting standards to these loans rather than relying on the merchant’s underwriting standards. In addition, it gives us direct access to the customer, which gives our branches the opportunity to build a relationship with the customer that could lead to opportunities to offer additional products and services, including insurance products. Our branch employees are actively soliciting new relationships with merchants in their communities, and we believe that this referral program provides us with a significant opportunity to grow our customer base and increase our finance receivables revenue.

Insurance

We market our insurance products to eligible finance receivable customers through both our branch operations and our iLoan division. This allows us to benefit from the customer base underlying our consumer loan business, which significantly reduces the marketing expenses that are typically borne by insurance companies. In addition, the overhead costs of our consumer and insurance businesses are shared.

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Our insurance business is conducted through our subsidiaries, Merit and Yosemite. Merit is a life and health insurance company that writes credit life, credit accident and health, and non-credit insurance and is licensed in 46 states, the District of Columbia, and the U.S. Virgin Islands. Yosemite is a property and casualty insurance company that writes credit-related property and casualty and credit involuntary unemployment insurance and is licensed in 46 states.

We write the following types of credit insurance policies covering our customers and the property pledged as collateral through products that we offer to our customers:

— Credit life insurance.    Insures the life of the borrower in an amount typically equal to the unpaid balance of the finance receivable and provides for payment to the lender of the finance receivable in the event of the borrower’s death.

— Credit accident and health insurance.    Provides scheduled monthly loan payments to lender during borrower’s disability due to illness or injury.

— Credit involuntary unemployment insurance.    Provides scheduled monthly loan payments to the lender during borrower’s involuntary unemployment.

— Credit-related property and casualty insurance.    Written to protect the value of property pledged as collateral for the finance receivable.

A borrower’s purchase of credit life, credit accident and health, credit-related property and casualty, or credit involuntary unemployment insurance is voluntary, with the exception of lender placed property damage coverage for property pledged as collateral. Non-credit insurance policies are primarily traditional level term life policies. The purchase of this coverage is also voluntary.

We also offer ancillary products. The ancillary products we offer are home security and auto security membership plans and home appliance service contracts of unaffiliated companies. We have no risk of loss on these membership plans, and these plans are not considered insurance products. The unaffiliated companies providing these membership plans and service contracts are responsible for any required reimbursement to the customer on these products.

Portfolio Acquisitions

An important part of our strategy is acquiring portfolios of consumer loans to grow our existing portfolio. Our Springleaf Acquisitions division established earlier this year is focused on making these acquisitions.

In April 2013, we completed the acquisition of the SpringCastle Portfolio. We acquired the SpringCastle Portfolio from HSBC through a joint venture with an affiliate of Fortress and an affiliate of Blackstone for a purchase price of $3.0 billion. We own a 47% equity interest in the joint venture. As of April 1, 2013, the portfolio consisted of over 415,000 loans with a UPB of $3.9 billion. The portfolio includes primarily unsecured personal loans as well as loans secured with subordinate residential real estate mortgages. Because the subordinate residential real estate mortgages are primarily revolving loans secured by junior liens with little, if any, underlying real estate value, we believe these loans exhibit characteristics and performance more closely resembling unsecured personal loans. The junior lien loans are therefore characteristically distinct from our legacy real estate portfolio, which is comprised generally of fixed rate loans secured by first lien mortgages. Accordingly, we intend to service these loans as personal loans which is consistent with the manner in which they were serviced by HSBC.

Springleaf Servicing Solutions

On September 1, 2013, we purchased the Kentucky Facility from Renaissance Bank and Services of Kentucky, Inc., a subsidiary of HSBC. The acquisition of the Kentucky Facility, including the transfer of over 200 staff to Springleaf, provides us with a state-of-the-art centralized collection facility for personal loans to position ourselves for additional portfolio purchases or fee-based servicing as well as additional flexibility in the servicing of our own personal loans. We have also established a new centralized mortgage servicing center in Dallas, Texas, to complement our Evansville, Indiana servicing operation. Together the Kentucky, Dallas and Evansville centers provide significant flexibility in servicing our own loans as well as those of third parties.

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Products and Services

Our personal loan portfolio comprises stable, high yielding assets that have performed well through difficult market conditions. Our personal loans are typically fully amortizing, fixed rate, non-revolving loans frequently secured by titled personal property, consumer goods or other personal property. The following is an illustrative profile of our personal loans and the collateral that secures them, where applicable:

(1) Represents our average origination balance for the six months ended June 30, 2013.

(2) Represents our average coupon for the six months ended June 30, 2013.

(3) Demographic data is for the year ended December 31, 2012.

Customer Development

Our extensive branch network helps solicit new prospects by facilitating our “high-touch” servicing approach for personal loans due to the geographical proximity that typically exists between our branch offices and our customers. Our customers often develop a relationship with their local office representatives, which we believe not only improves the credit performance of our personal loans but also leads to additional lending opportunities.

The following map depicts the locations of our branch network at June 30, 2013:

« Headquarters, Evansville, IN.

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We also solicit new prospects, as well as current and former customers, through a variety of direct mail offers. Our data warehouse is a central, proprietary source of information regarding current and former customers. We use this information to tailor offers to specific customers. In addition to internal data, we purchase lists of new potential personal loan borrowers from major list vendors based on predetermined selection criteria. Mail solicitations include invitations to apply for personal loans and pre-qualified offers of guaranteed personal loan credit.

E-commerce provides another significant source of new customers. We use search engine optimization, banner advertisements and email campaigns to attract new customers through the internet. We also have entered into agreements with other internet loan originators to purchase leads for potential customers seeking loans. In January 2013, our iLoan division started processing loan applications received through our website. To facilitate our online lending products, we have implemented e-signature capabilities for customers in 14 states and plan to expand this capability into the remaining states. Customers who are approved for loans through our iLoan division also have the added convenience of receiving the loan funds through an ACH direct deposit into their bank accounts. These loans are serviced by our centralized servicing operation.

In addition, we believe our merchant referral program will be an important customer development resource.

Credit Risk

We use credit risk scoring models at the time of the credit application to assess the applicant’s expected willingness and capacity to repay. We develop these models using numerous factors, including past customer credit repayment experience and application data, and periodically revalidate these models based on recent portfolio performance. Our underwriting process in the branches and for loan applications received through our website that are not automatically approved also includes the development of a budget (net of taxes and monthly expenses) for the applicant. We may obtain a security interest in either titled non-real estate property or other household goods.

Our customers are typically considered non-prime or sub-prime (less creditworthy) and require significantly higher levels of servicing than prime or near-prime customers. As a result, we charge these customers higher interest rates to compensate us for the related credit risks and servicing.

Account Servicing

The account servicing and collection processing for our personal loans are generally handled at the branch office where the personal loans were originated, or in our centralized service centers for loans originated by the iLoan division. All servicing and collection activity is conducted and documented on the Customer Lending and Solicitation System (“CLASS”), a proprietary system which logs and maintains, within our centralized information systems, a permanent record of all transactions and notations made with respect to the servicing and/or collection of a personal loan and is also used to assess a personal loan application. CLASS permits all levels of branch office management to review on a daily basis the individual and collective performance of all branch offices for which they are responsible.

Centralized Support

We continually seek to identify functions that could be more effective if centralized to achieve reduced costs or free our lending specialists to service our customers and market our products. Our centralized operational functions support the following:

— mail and telephone solicitations;

— payment processing;

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— servicing of seriously delinquent real estate loans and certain personal loans;

— foreclosure and real estate owned processing;

— real estate escrow accounts;

— collateral protection insurance tracking; and

— charge-off recovery operations.

Operational Controls

We control and monitor our businesses through a variety of methods including the following:

— Our operational policies and procedures standardize various aspects of lending and collections.

— Our branch finance receivable systems control amounts, rates, terms, and fees of our customers’ accounts; create loan documents specific to the state in which the branch office operates or to the customer’s location if the loan is made electronically through our iLoan division; and control cash receipts and disbursements.

— Our headquarters accounting personnel reconcile bank accounts, investigate discrepancies, and resolve differences.

— Our credit risk management system reports allow us to track individual branch office performance and to monitor lending and collection activities.

— Our executive information system is available to headquarters and field operations management to review the status of activity through the close of business of the prior day.

— Our branch office field operations management structure is designed to control a large, decentralized organization with succeeding levels of supervision staffed with more experienced personnel.

— Our field operations compensation plan aligns the operating activities and goals with corporate strategies by basing the incentive portion of field personnel compensation on profitability and credit quality.

— Our compliance department assesses our compliance with federal and state laws and regulations, as well as our compliance with our internal policies and procedures; manages our regulatory examination process; and maintains our consumer complaint resolution and reporting process.

— Our internal audit department audits our business for adherence to operational policy and procedure and compliance with federal and state laws and regulations.

Regulation

Consumer, Real Estate and Portfolio Acquisitions

Federal Laws

Various federal laws and regulations govern loan origination, servicing and collections , including:

— the Dodd-Frank Act;

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— the Equal Credit Opportunity Act (prohibits discrimination against creditworthy applicants) and the CFPB’s Regulation B, which implements that Act;

— the Fair Credit Reporting Act (governs the accuracy and use of credit bureau reports);

— the Truth in Lending Act (governs disclosure of applicable charges and other finance receivable terms) and the CFPB’s Regulation Z, which implements that Act;

— the Fair Debt Collection Practices Act;

— the Gramm-Leach-Bliley Act (governs the handling of personal financial information) and the CFPB Regulation P, which implements that Act;

— The Servicemembers Civil Relief Act, which can impose limitations on the servicer’s ability to collect on a loan originated with an obligor who is on active duty status and up to 9 months thereafter;

— the Real Estate Settlement Procedures Act and the CFPB’s Regulation X (both of which regulate the making and servicing of certain loans secured by real estate);

— The Federal Trade Commission’s Consumer Claims and Defenses Rule, also known as the “Holder-in Due Course Rule”; and

— the Federal Trade Commission Act.

Dodd-Frank Act

On July 21, 2010, the President of the United States signed into law the Dodd-Frank Act. This law, and the regulations promulgated under it, are likely to affect our operations in terms of increased oversight of financial services products by the CFPB and the imposition of restrictions on the terms of certain loans. The CFPB has significant authority to implement and enforce Federal consumer finance laws, including the new protections established in the Dodd-Frank Act, as well as the authority to identify and prohibit unfair, deceptive, and abusive acts and practices. In addition, under the Dodd-Frank Act, securitizations of loan portfolios are subject to certain restrictions and additional requirements, including requirements that the originator retain a portion of the credit risk of the securities sold and the reporting of buyback requests from investors. Many of these regulations will be phased in over the next year or a longer period. We also utilize third-party debt collectors and will continue to be responsible for oversight of their procedures and controls.

The CFPB has supervisory, examination and enforcement authority with respect to various federal consumer protection laws for some providers of consumer financial products and services, such as any nonbank that it has reasonable cause to determine has engaged or is engaging in conduct that poses risks to consumers with regard to consumer financial products or services. In addition to the authority to bring nonbanks under the CFPB’s supervisory authority based on risk determinations, the CFPB also has authority under the Dodd-Frank Act to supervise nonbanks, regardless of size, in certain specific markets, such as mortgage companies (including, mortgage originators, brokers and servicers) and payday lenders. Currently, the CFPB has supervisory authority over us with respect to mortgage servicing and mortgage origination, which allows the CFPB to conduct an examination of our mortgage servicing practices and our prior mortgage origination practices. The Dodd-Frank Act also gives the CFPB supervisory authority over entities that are designated as “larger participants” in certain financial services markets, including consumer installment loans and related products. The CFPB has not yet promulgated regulations that designate “larger participants” for consumer finance companies. If we are designated as a “larger participant” for this market, we also will be subject to supervision and examination by the CFPB with respect to our consumer loan business. We expect to be designated as a “larger participant.” In addition to its supervision and examination authority, the CFPB is authorized to conduct investigations to determine whether any person is engaging in, or has engaged in, conduct that violates federal consumer financial protection laws, and to

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initiate enforcement actions for such violations, regardless of its direct supervisory authority. Investigations may be conducted jointly with other regulators. We have not been notified of any planned examinations or enforcement actions by the CFPB.

In addition to its supervision and examination authority, CFPB has enforcement authority and is authorized to conduct investigations to determine whether any person is engaging in, or has engaged in, conduct that violates federal consumer financial protection laws, and to initiate enforcement actions for such violations, regardless of its direct supervisory authority. Investigations may be conducted jointly with other regulators. In furtherance of its regulatory and supervisory powers, the CFPB has the authority to impose monetary penalties for violations of applicable federal consumer financial laws, require remediation of practices and pursue administrative proceedings or litigation for violations of applicable federal consumer financial laws (including the CFPB’s own rules). The CFPB has the authority to obtain cease and desist orders (which can include orders for restitution or rescission of contracts, as well as other kinds of affirmative relief) and monetary penalties ranging from $5,000 per day for ordinary violations of federal consumer financial laws to $25,000 per day for reckless violations and $1 million per day for knowing violations. Also, where a company has violated Title X of the Dodd-Frank Act or CFPB regulations implemented under Title X of the Dodd-Frank Act, the Dodd-Frank Act empowers _.state attorneys general and state regulators to bring civil actions to remedy violations of state law. If the CFPB or one or more states attorneys general or state regulators believe that we have violated any of the applicable laws or regulations, they could exercise their enforcement powers in ways that could have a material adverse effect on us or our business. The CFPB has actively utilized this enforcement authority against financial institutions and financial service providers, including the imposition of significant monetary penalties and orders for restitution and orders requiring mandatory changes to compliance policies and procedures, enhanced oversight and control over affiliate and third-party vendor agreements and services and mandatory review of business practices, policies and procedures by third-party auditors and consultants. If, as a result of an examination, the CFPB were to conclude that our loan origination or servicing activities violate applicable law or regulations, we could be subject to a formal or informal enforcement action. Formal enforcement actions are generally made public, which carries reputational risk. We have not been notified of any planned examinations or enforcement actions by the CFPB.

The Dodd-Frank Act also may adversely affect the securitization market because it requires, among other things, that a securitizer generally retain not less than 5% of the credit risk for certain types of securitized assets that are created, transferred, sold, or conveyed through issuance of ABS with an exception for securitizations that are wholly composed of “qualified residential mortgages.” Several Federal agencies jointly approved proposed rulemaking in April 2011 that would implement the risk retention requirements of Section 941 of the Dodd-Frank Act. On August 28, 2013, these Federal agencies issued a revised proposed rule, which makes various changes to the risk retention requirements in the original proposed rule, including to the definition of qualified residential mortgages and risk-retention exempt securitizations of qualified residential mortgages. Moreover, the SEC has proposed significant changes to Regulation AB, including, among other requirements, that issuers and underwriters make any third-party due diligence reports on ABS publicly available. lf these proposed rules are adopted in their present form, they could result in sweeping changes to the commercial and residential mortgage loan securitization markets, as well as to the market for the re-securitization of mortgage-backed securities. Many of these regulations will be phased in over the next year or a longer period. Once implemented, the risk retention requirement may result in higher costs of certain origination operations, limit our ability to securitize loans and impose on us additional compliance requirements to meet origination and servicing criteria for qualified residential mortgages. The impact of the risk retention rule on the asset-backed securities market is uncertain.

State Laws

Various state laws and regulations also govern our Consumer and Real Estate segments. Many states have laws and regulations that are similar to the federal laws referred to above, but the degree and nature of such laws and regulations vary from state to state. While federal law preempts state law in the event of certain conflicts, compliance with state laws and regulations is still required in the absence of conflicts.

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These additional state laws and regulations, under which we conduct a substantial amount of our business, generally:

— provide for state licensing and periodic examination of lenders and loan originators, including state laws adopted or amended to comply with licensing requirements of the federal SAFE Act (which, in some states, requires licensing of individuals who perform real estate loan modifications);

— require the filing of reports with regulators;

— impose maximum term, amount, interest rate, and other charge limitations;

— regulate whether and under what circumstances we may offer insurance and other ancillary products in connection with a lending transaction; and

— provide for additional consumer protections.

There is a clear trend of increased state regulation, as well as more detailed reporting, more detailed examinations, and coordination of examinations among the states.

Insurance

State authorities regulate and supervise our insurance segment. The extent of such regulation varies by product and by state, but relates primarily to the following:

— licensing;

— conduct of business, including marketing and sales practices;

— periodic financial and market conduct examination of the affairs of insurers;

— form and content of required financial reports;

— standards of solvency;

— limitations on the payment of dividends and other affiliate transactions;

— types of products offered;

— approval of policy forms and premium rates;

— permissible investments;

— reserve requirements for unearned premiums, losses, and other purposes; and

— claims processing.

Every jurisdiction in which we operate regulates credit insurance premium rates and premium refund calculations.

Segment Information

As of June 30, 2013, our segments included: Consumer, Insurance, Portfolio Acquisitions and Real Estate. See Note 24 of the Notes to Consolidated Financial Statements for the year ended December 31, 2012 and

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Note 17 of the Notes to Unaudited Condensed Consolidated Financial Statements for the six months ended June 30, 2013, in each case, included elsewhere in this prospectus for certain financial information regarding our operating segments.

Legal Proceedings

In the ordinary course of conducting our business, we may become involved in various legal actions and other claims. Litigation is subject to many uncertainties, the outcome of individual litigated matters is not predictable with assurance, and it is reasonably possible that some of these matters may be decided unfavorably to the Company. It is the opinion of management that the ultimate liability, if any, with respect to our current litigation outstanding will not have a material adverse effect on the our financial position, results of operations or cash flows.

Properties

We generally conduct branch office operations, branch office administration, other operations, and operational support in leased premises. Lease terms generally range from three to five years. Since January 2013, we have leased an additional executive office in Connecticut under a lease that expires in 2015, an administrative office in Delaware under a lease that expires in 2020, and an operational support facility in Texas under a lease that expires in 2017.

Our investment in real estate and tangible property is not significant in relation to our total assets due to the nature of our business. As of June 30, 2013, our subsidiaries owned two branch offices in Riverside and Barstow, California, one branch office in Isabela, Puerto Rico, one branch office in Terre Haute, Indiana, and six buildings in Evansville, Indiana. The Evansville buildings house our administrative offices and our centralized services and support operations for our Consumer, Insurance, Portfolio Acquisitions and Real Estate segments.

Our United Kingdom subsidiary currently leases one facility under a lease that expires in 2018. This subsidiary also leases land on which it owns an office facility in Tamworth, England under a 999 year land lease that expires in 3001.

Competition

We operate primarily in the consumer installment lending industry focusing on the non-prime customer. Along with OneMain Financial, we are the only remaining national participant of size in the consumer installment lending industry serving the large and growing population of non-prime customers. We define national consumer installment lenders to be companies with over 500 branches and with personal loan receivables in excess of $2 billion. In addition to our direct competitor, we also compete with other consumer finance and internet lending companies, as well as other types of financial institutions within our geographic footprint and over the Internet, including community banks and credit unions, that offer similar products and services. We believe that competition between consumer installment lenders occurs primarily on the basis of price, flexibility of loan terms offered, and the quality of customer service provided.

We believe that we possess several competitive strengths that position us to capitalize on the significant growth and expansion opportunity created by the large supply-demand imbalance within our industry, and to compete effectively with other lenders in our industry. The capabilities resident in our national branch system provide us with a proven distribution channel for our personal loan and insurance products, allowing us to provide same-day fulfillment to approved customers and giving us a distinct competitive advantage over many industry participants who do not have—and cannot replicate without significant investment—a similar nationwide footprint. Our iLoan division also enhances our nationwide footprint by allowing us to serve customers that reside outside of our branch footprint. We utilize a rigorous underwriting process that is supported by proprietary technology, data analytics and decisioning tools, which we have developed through significant

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investment and which enhance the quality of our lending and servicing processes. In addition, our high-touch relationship-based servicing model is a major contributor to our superior loan performance, and distinguishes us from our competitors.

Employees

As of June 30, 2013, we had over 4,500 employees. None of our employees are represented by a union.

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MANAGEMENT

Executive Directors and Officers

The following table sets forth the name, age and position of individuals who will serve as directors and executive officers of SHI. Each of the individuals listed below serves as a director or officer of SFI and SFC and will be named to the same position at SHI in connection with our initial public offering.

Name	Age		Position
Jay N. Levine		51	President, Chief Executive Officer, and Director
John C. Anderson		55	Executive Vice President, Capital Markets
Bradford D. Borchers		50	Executive Vice President
David P. Hogan		44	Senior Vice President and Chief Risk and Analytics Officer
Minchung (Macrina) Kgil		38	Senior Vice President and Chief Financial Officer
Scott D. McKinlay		61	Senior Vice President and General Counsel
Wesley R. Edens		51	Chairman of the Board of Directors
Roy A. Guthrie		60	Director
Douglas L. Jacobs		65	Director
Anahaita N. Kotval		46	Director

Jay N. Levine, age 51

President, Chief Executive Officer, and Director

Mr. Levine has served as President, Chief Executive Officer, and Director of Springleaf since October 1, 2011. Mr. Levine served as President and Chief Executive Officer and as a director of Capmark Financial Group Inc. (“Capmark”) (a commercial real estate finance company) from December 2008 until February 2011. On October 25, 2009, Capmark and certain of its subsidiaries filed voluntary petitions for reorganization under Chapter 11 of the U.S. Bankruptcy Code. Capmark and certain of its debtor subsidiaries emerged from bankruptcy on September 30, 2011.

From 2000 to 2008, Mr. Levine served as President, Chief Executive Officer (Co-CEO from March 2000 until January 2007), and a member of the board of directors of Royal Bank of Scotland Global Banking & Markets, North America (a banking and financial services company) and Chief Executive Officer of its predecessor entity, RBS Greenwich Capital (a financial services company) with responsibility for the company’s institutional business in the United States. Previously, Mr. Levine was co-head of the Mortgage and Asset Backed Departments at RBS Greenwich Capital. Mr. Levine’s extensive experience in the financial industry and his previous experience as an executive officer and director of financial services companies allow him to provide the Board with a broad perspective of our industry.

John C. Anderson, age 55

Executive Vice President, Capital Markets

Mr. Anderson has served as Executive Vice President, Capital Markets of Springleaf since October 2011. Prior to joining the Company, Mr. Anderson was Managing Director in the Asset Backed and Principal Finance Department of Royal Bank of Scotland (“RBS”) in Stamford, Connecticut, including predecessor entities Greenwich Capital Markets Inc. and RBS Greenwich Capital, where he spent the previous 20 years.

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Bradford D. Borchers, age 50

Executive Vice President

Mr. Borchers has been Executive Vice President of Branch Operations since April 2008. Mr. Borchers started as a management trainee with Springleaf in 1983 and has held positions of increasing responsibility over the intervening 30 years. Before being promoted to Executive Vice President, Mr. Borchers was a Senior Director of Operations for Springleaf from 2004 to 2008. Mr. Borchers also served as a director of Springleaf from April 2008 until December 2012.

David P. Hogan, age 44

Senior Vice President and Chief Risk and Analytics Officer

Mr. Hogan has served as Senior Vice President and Chief Risk and Analytics Officer of Springleaf since August 2012. Prior to joining Springleaf, Mr. Hogan served as Head of New Customer Acquisition Decision Management for Citicards (the credit card issuing division of Citibank) from March 2012 until August 2012. From August 2010 until March 2012, he served as Head of Payments Strategy and Analytics of PNC Financial (a regional banking corporation). Prior to that, Mr. Hogan served as Chief Risk Officer Small Business Cards and Head of Portfolio Risk Management at JP Morgan Chase’s Card Services’ division from January 2008 until August 2010.

Minchung (Macrina) Kgil, age 38

Senior Vice President and Chief Financial Officer

Ms. Kgil has served as Senior Vice President and Chief Financial Officer of Springleaf since January 1, 2013. She served as Vice President and Group Controller of Springleaf from October 1, 2012 until December 31, 2012. Prior to joining Springleaf, Ms. Kgil was Vice President at Fortress (a global investment management firm) from January 2008 until September 30, 2012. Prior to that, she was employed by PricewaterhouseCoopers LLP from 2000 until 2007.

Scott D. McKinlay, age 61

Senior Vice President and General Counsel

Mr. McKinlay has served as Senior Vice President and General Counsel of Springleaf since December 2012. Prior to joining Springleaf, Mr. McKinlay served as the General Counsel of McKinlay General Counsel (a legal services boutique) from August 2008 until November 2012. Prior to that, he served as Chief Legal Officer and Senior Vice President of Corporate Development of E-Loan, Inc. (an Internet lending company) from March 2004 until November 2008. From March 2000 to March 2004, Mr. McKinlay was the General Counsel of Command Audio Corporation (an intellectual property and broadcasting company) and Chief Operating Officer of InPro Biotechnology, Inc. (a diagnostic testing company), two Silicon Valley start-up companies. From March 1991 to February 2000, he worked for First Nationwide Bank, initially as Vice President and Associate General Counsel (March 1991 to September 1993) and later as Senior Vice President and General Counsel (October 1993 to February 2000). Mr. McKinlay has also served as a Director of Tri-Valley Bank (a California community bank) since June 2011.

Wesley R. Edens, age 51

Chairman of the Board and Director

Mr. Edens was elected to the board on November 30, 2010 and elected as Chairman of the board on September 13, 2011. He is the founding principal and Co-Chairman of the board of directors of Fortress (a global

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investment management firm) and has been a principal and the Chairman of the Management Committee of Fortress since co-founding Fortress in May 1998. Investment funds managed by affiliates of Fortress indirectly own 85% of the voting interests in the Company prior to this offering. Previously, Mr. Edens served as Chief Executive Officer of Fortress from inception to August 2009. Mr. Edens has primary investment oversight of Fortress’s private equity and publicly traded alternative businesses. He is the Chairman of the board of directors of each of Eurocastle Investment Limited (a closed-end investment company), GateHouse Media, Inc. (a publisher of print and online media), Mapeley Limited (a real estate investor and asset manager), Nationstar Mortgage Holdings, Inc. (a residential mortgage loan originator and servicer), New Residential Investment Corp. (a real estate investment trust focused on investing in, and managing, investments related to residential real estate) and Newcastle Investment Corp. (a real estate investment and finance company). He is a director of GAGFAH S.A. (a residential property owner and manager), Brookdale Senior Living Inc. (an operator of senior living communities), and Penn National Gaming Inc. (an owner and operator in the gaming and racing industry). Mr. Edens was Chief Executive Officer of Global Signal Inc. from February 2004 to April 2006 and Chairman of the board of directors of that company from October 2002 to January 2007. Mr. Edens serves as Chairman, Chief Executive Officer and Trustee of Fortress Investment Trust II (a registered investment company that de-registered with the SEC in January 2011). Mr. Edens previously served on the boards of the following publicly traded company and registered investment companies: Crown Castle Investment Corp. (merged with Global Signal Inc.) from January 2007 to July 2007; Fortress Brookdale Investment Fund LLC, from August 13, 2000 (deregistered with the SEC in March 2009); Fortress Pinnacle Investment Fund, from July 24, 2002 (deregistered with the SEC in March 2008); and RIC Coinvestment Fund LP, from May 10, 2006 (deregistered with the SEC in June 2009) and RailAmerica Inc. from October 2009 (deregistered with the SEC in December 2012).

Prior to forming Fortress, Mr. Edens was a partner and managing director of BlackRock Financial Management Inc. (an investment management firm), where he headed BlackRock Asset Investors, a private equity fund. In addition, Mr. Edens was formerly a partner and managing director of Lehman Brothers (a financial services firm).

Mr. Edens brings strong leadership, extensive business and managerial experience, and a tremendous knowledge of the financial services industry to the Board. In addition, Mr. Edens brings his broad strategic vision to the Company and the Board. Further, his experience on the boards of other public companies, including serving as chairman of the board of certain of such companies, provides the Board with insights into how boards at other companies address issues similar to those faced by us.

Roy A. Guthrie, age 60

Director

Mr. Guthrie was elected as an independent director in December 2012 and a member of the Audit Committee in April 2013. He also serves as a member of the Compliance Committee. Mr. Guthrie served as Executive Vice President and Chief Financial Officer of Discover Financial Services from 2005 through April 2011. He retired from Discover Financial Services in January 2012. Mr. Guthrie also served as a director of Discover Bank, a subsidiary of Discover Financial Services, from 2006 through the end of 2011. Discover Financial Services is a direct banking and payment services company and is a publicly held bank holding company that is listed on the New York Stock Exchange. Discover Financial Services offers credit cards, student loans, personal loans and deposit products through its subsidiary, Discover Bank. Prior to joining Discover Financial Services, Mr. Guthrie was President and Chief Executive Officer of CitiFinancial International, LTD, a Consumer Finance Business of Citigroup, from 2000 to 2004. In addition, Mr. Guthrie served on Citigroup’s Management Committee during this period of time. Mr. Guthrie also served as the President and Chief Executive Officer of CitiCapital from 2000 to 2001. Mr. Guthrie served as Chief Financial Officer of Associates First Capital Corporation from 1996 to 2000, while it was a public company, and served as a member of its board of directors from 1998 to 2000. Prior to this, Mr. Guthrie served in various positions at Associates First Capital Corporation, including serving as its Corporate Controller from 1989 to 1996.

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He has also served as a director and member of the audit committee of Bluestem Brands, Inc. (a direct marketing company) since November 2010, a director and member of the audit committee of Garrison Capital LLC (a private capital finance company) since June 2011, a director and member of the audit committee of Nationstar Mortgage, Inc. (a national mortgage lender and servicer) since February 2012, a director and member of the audit committee of Dell Bank International (a wholly owned indirect subsidiary of Dell, Inc., a computer manufacturer and technology company) since September 2012, and a director and member of the audit committee of Lifelock, Inc. (an identity theft protection company) since October 2012. Mr. Guthrie also served as a director of Student Loan Corporation from December 2010 until January 2012 and as a director of Enova International, Inc. from January 2012 until July 2012.

We believe Mr. Guthrie should serve on our board of directors due to his experience as a Chief Financial Officer of two publicly traded companies, his vast experience with and knowledge of the consumer finance industry, his experience and background in finance and accounting and his experience as a director and executive officer of publicly traded companies.

Douglas L. Jacobs, age 65

Director

Mr. Jacobs was elected to the board as a director on November 30, 2010. He is also the Chairman of the Audit Committee and a member of the Compliance Committee. Mr. Jacobs is also a director of Fortress (a global investment management firm), where he chairs the Audit Committee and is a member of the Compensation Committee. Investment funds managed by affiliates of Fortress indirectly own 84% of the voting interests in the Company prior to this offering. He is also a director of Clear Channel Outdoor (an international outdoor advertising company), where he chairs the Audit Committee and is a member of the Compensation Committee; Doral Financial Corporation (a financial services company), where he is Chairman of the Risk Policy Committee and a member of the Dividend Committee; and New Residential Investment Corp. (a real estate investment trust primarily focused on investing in residential real estate related assets), where he chairs the Audit Committee. He also serves as a director, Treasurer, and Chairman of the Finance Committee of Care New England (a health care system). From November 2004 to mid-2008, Mr. Jacobs was also a director of ACA Capital Holdings, Inc. (a financial guaranty company), where he was Chairman of the Audit Committee and a member of the Compensation and Risk Management Committees. Mr. Jacobs was a director and Chairman of the Audit Committee for Global Signal Inc. from February 2004 until January 2007, and also was a director of Hanover Capital Mortgage Holdings, Inc. (a mortgage REIT) from 2003 until 2007. From 1988 to 2003, Mr. Jacobs was an Executive Vice President and Treasurer at FleetBoston Financial Group (a financial services firm), managing the company’s funding, securitization, capital, and asset and liability management activities in addition to its securities, derivatives, and mortgage loan portfolios. Prior to joining FleetBoston, Mr. Jacobs was active in a variety of positions at Citicorp (a global banking institution) for over 17 years, culminating in his role as Division Executive of the Mortgage Finance Group.

As a result of his past experiences, Mr. Jacobs has finance and management expertise and experience serving on public company boards and committees, which provide him with the qualifications and skills to serve as a director and the Board has determined that Mr. Jacobs is an “audit committee financial expert” for purposes of membership on SFC’s Audit Committee.

Anahaita N. Kotval, age 46

Director

Ms. Kotval has served as a director and Chairman of the Compliance Committee since December 2012. Since November 2011, Ms. Kotval has served as Chief Operating Officer and General Counsel of Inspirica, Inc. (a nonprofit organization providing residential, case management, counseling, job training, and job and housing placement services for homeless individuals and families). Prior to joining Inspirica, Ms. Kotval served in

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various positions with RBS Securities Inc. (formerly Greenwich Capital Markets, Inc.), a U.S. broker-dealer and affiliate of the RBS, including serving as its General Counsel from 2007 until October 2011, Deputy General Counsel from 2004 until 2007 and Associate General Counsel from 1998 until 2004. Prior to RBS, Ms. Kotval spent 5 years in the Enforcement Division of the SEC’s New York Regional Office. Ms. Kotval brings extensive management, legal and regulatory compliance expertise to the Board.

Board of Directors

In connection with this Offering, we will adopt a restated certificate of incorporation and bylaws. Our restated certificate of incorporation will provide that our board shall consist of not less than three and not more than eleven directors as the board of directors may from time to time determine. Our board of directors will be divided into three classes that are, as nearly as possible, of equal size. Each class of directors will be elected for a three-year term of office, but the terms are staggered so that the term of only one class of directors expires at each annual general meeting. The initial terms of the Class I, Class II and Class III directors will expire in 2014, 2015 and 2016, respectively. Messrs.             and             will each serve as a Class I director, Messrs.             and             will each serve as a Class II director and Messrs.             and             will each serve as a Class III director. All officers serve at the discretion of the board of directors.

Under the stockholders agreement (the “Stockholders Agreement”), we expect to enter into with our Initial Stockholder, we will be required to take all reasonable actions within our control (including nominating as directors the individuals designated by Fortress that otherwise meet our reasonable standards for board nominations), subject to applicable regulatory and listing requirements (including the director independence requirements of the NYSE), so that up to a majority and, in some circumstances, a majority plus one, depending upon the size of the board (depending upon the level of ownership of Fortress and certain of its affiliates and permitted transferees (including Fortress’ proportionate interest in shares of our common stock held by our Initial Stockholder)) of the members of our board of directors are individuals designated by Fortress. Upon completion of this offering, and in accordance with our Stockholders Agreement, our board of directors will consist of              directors,             of whom will be “independent,” as defined under the rules of the NYSE. Our board of directors has determined that Messrs.             ,              and             will be our independent directors.

Our restated certificate of incorporation will not provide for cumulative voting in the election of directors, which means that the holders of a majority of the outstanding shares of common stock can elect all of the directors standing for election, and the holders of the remaining shares will not be able to elect any directors, subject to our obligations under our Stockholders Agreement discussed in the previous paragraph.

Committees of the Board of Directors

Upon completion of this offering, we will establish the following committees of our board of directors.

Audit Committee

The audit committee:

— reviews the audit plans and findings of our independent registered public accounting firm and our internal audit and risk review staff, as well as the results of regulatory examinations, and tracks management’s corrective action plans where necessary;

— reviews our financial statements, including any significant financial items and/or changes in accounting policies, with our senior management and independent registered public accounting firm;

— reviews our financial risk and control procedures, compliance programs and significant tax, legal and regulatory matters; and

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— has the sole discretion to appoint annually our independent registered public accounting firm, evaluate its independence and performance and set clear hiring policies for employees or former employees of the independent registered public accounting firm.

The members of the audit committee are                                     . The chairperson of the audit committee is                 . Upon effectiveness of the registration statement, each member of the committee will be “independent,” as defined under the rules of the NYSE and Rule 10A-3 of the Exchange Act. Our board of directors has determined that each director appointed to the audit committee is financially literate, and the board has determined that Mr.             is our audit committee financial expert.

Nominating and Corporate Governance Committee

The nominating and corporate governance committee:

— reviews the performance of our board of directors and makes recommendations to the board regarding the selection of candidates, qualification and competency requirements for service on the board and the suitability of proposed nominees as directors;

— advises the board with respect to the corporate governance principles applicable to us;

— oversees the evaluation of the board and management;

— reviews and approves in advance any related party transaction, other than those that are pre-approved pursuant to pre-approval guidelines or rules established by the committee; and

— recommends guidelines or rules to cover specific categories of transactions.

The members of the nominating and corporate governance committee are                                     . The chairperson of the nominating and corporate governance committee is                 . Each member of our nominating and corporate governance committee is independent, as defined under the rules of the NYSE.

Compensation Committee

The compensation committee:

— reviews and recommends to the board the salaries, benefits and equity incentive grants, consultants, officers, directors and other individuals we compensate;

— reviews and approves corporate goals and objectives relevant to Chief Executive Officer compensation, evaluates the Chief Executive Officer’s performance in light of those goals and objectives, and determines the Chief Executive Officer’s compensation based on that evaluation; and

— oversees our compensation and employee benefit plans.

The members of the compensation committee are                                                      . The chairperson of the compensation committee is                 . Each member of our compensation committee is independent, as defined under the rules of the NYSE. The “independent” directors that are appointed to the compensation committee are also “non-employee” directors as defined in Rule 16b-3(b)(3) under the Exchange Act and “outside” directors within the meaning of Section 162(m)(4)(c)(i) of the Code.

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Compliance Committee

The compliance committee:

— oversees our overall program to ensure compliance with applicable laws and regulations; and

— monitors our efforts to implement compliance programs, policies, and procedures that are designed to be responsive to compliance and regulatory requirements, risks facing us, and our internal policies.

The members of the compliance committee are                                                              . The chairperson of the compliance committee is                 .

Code of Ethics

We will adopt a Code of Business Conduct and Ethics, which will be posted on “About Us—Investor Information—Corporate Governance” of our website at www.SpringleafFinancial.com, that applies to all employees and each of our directors and officers, including our principal executive officer and principal financial officer. The purpose of the Code of Business Conduct and Ethics will be to promote, among other things, honest and ethical conduct, full, fair, accurate, timely and understandable disclosure in public communications and reports and documents that we file with, or submit to, the SEC, compliance with applicable governmental laws, rules and regulations, accountability for adherence to the code and the reporting of violations thereof.

We will also adopt a Code of Ethics for Principal Executive and Senior Financial Officers that is applicable to our Chief Executive Officer, Chief Financial Officer, and Chief Accounting Officer and Controller. The Code of Ethics for Principal Executive and Senior Financial Officers will be posted on “About Us—Investor Information—Corporate Governance” of our website at www.SpringleafFinancial.com. We intend to post any amendments to the Code of Ethics for Principal Executive and Senior Financial Officers and any waivers that are required to be disclosed on our website.

Compensation Discussion and Analysis

Executive Summary

The Company is committed to compensation practices that allow it to attract and retain capable and experienced professionals and motivate them to achieve the Company’s short-term and long-term business results.

This section discusses the compensation awarded to, earned by, or paid to Jay N. Levine, Donald R. Breivogel, Jr., John C. Anderson, Bradford D. Borchers, and Robert A. Cole for 2012. We refer to these five executive officers as the “named executives.” Messrs. Breivogel and Cole separated from employment effective as of December 31, 2012.

As described above in “Prospectus Summary,” SHI is a newly-formed entity that has not conducted any activities to date, other than those incident to its formation and the preparation of the registration statement of which this prospectus forms a part. As a result, the compensation awarded to, earned by, or paid to the named executives for 2012 was provided by, and determined in accordance with policies and practices developed by, SFI and SFC. Accordingly, references to “our” compensation policies and practices in this section with respect to named executive officer compensation for 2012 refer to compensation policies and practices initially developed by SFI and SFC.

Organizational Overview.    Executive compensation decisions have been made in the context of the results achieved by our named executives in maintaining the underlying operating performance of our business as the organization is realigned and the capital structure stabilized.

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Objectives and Design of Compensation Framework

In 2012, our compensation philosophy focused on the following strategies, which are designed to advance our short- and long-term goals:

— stabilizing capital structure;

— realigning branch footprint to better match target markets;

— exiting non-core businesses; and

— executing an expense initiative to reduce overall expenses.

Compensation decisions are based upon evaluation as to how the executive’s performance contributed to our attainment of the established strategies.

Executive Compensation Program Elements

Compensation for Mr. Levine.    On December 19, 2012, the Compensation Committee of the Board of SFC set the annual base salary for Jay Levine, as the President and Chief Executive Officer, at $400,000, effective retroactive to December 10, 2012 (the beginning of the then-current pay period). The Compensation Committee also approved a lump sum payment of $476,923 to Mr. Levine (which was paid later in December 2012), as compensation for services provided by Mr. Levine from October 1, 2011 through December 9, 2012, calculated based on the prospective annual base salary set by the Compensation Committee. Prior to December 2012, Mr. Levine had not received a base salary.

Compensation for the Other Named Executives.    The following chart sets forth various compensation elements under the executive compensation program for 2012 for the named executives other than Mr. Levine, each of which is described in detail in this Compensation Discussion and Analysis, and the purpose of each element.

Executive Compensation Elements—Named Executives

Program Element	Purpose
Cash Salary	—      Provides base pay levels that are competitive with market practices in order to attract, motivate and retain top executive talent.
Annual Bonuses	—      Provides annual incentive opportunities that are competitive with market practices in order to attract, motivate and retain top executive talent. —      Provides a form of compensation tied to achieving our short and long-term objectives. —      Aligns interests of executives with those of our stakeholders.

Compensation Elements for Other Named Executives

In 2012, the Chief Executive Officer determined each compensation element for Messrs. Breivogel, Anderson, Borchers, and Cole based on the executive’s level of responsibility, historical compensation and contribution to our performance, and for incentive compensation, a subjective assessment of performance. Below is a description of each element of compensation awarded to these named executives, as well as the amounts earned by or paid to them in 2012.

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Cash Salary.    Cash salary provides a constant stream of pay that is intended to be competitive with market practices in order to attract, motivate and retain executive talent. The cash salary levels for Messrs. Breivogel, Borchers, and Cole were not increased for 2012. On December 19, 2012, the Compensation Committee of the Board of SFC approved the annual base salary for John Anderson at $350,000 effective retroactive to December 10, 2012 (the beginning of the then-current pay period). The Compensation Committee of the Board of SFC also approved a lump sum payment of $417,308 to Mr. Anderson (which was paid later in December 2012), as compensation for services provided by Mr. Anderson from October 1, 2011 through December 9, 2012, calculated based on the annual base salary approved by the Compensation Committee. Prior to December 2012, Mr. Anderson had not received a base salary.

Annual Bonuses.    Typically, in the first quarter of each fiscal year, the Chief Executive Officer makes a recommendation to the Compensation Committee of the Board of SFC regarding bonus awards for the other named executives for their performance during the prior fiscal year. The Compensation Committee evaluates the recommendation of the Chief Executive Officer, approves bonus awards, if any, with any modifications it deems appropriate, and makes a recommendation to SFC’s Board of Directors regarding the bonus awards. SFC’s Board of Directors makes the final determination regarding bonus awards to the other named executives. The decision regarding bonuses generally is based on performance against established goals for the year and ranking among peers within the Company, and weighed against guidelines provided by SFC’s Human Resources Department. No such bonuses were paid to the named executives for 2012.

Long-Term Incentive Compensation.    No long-term incentive program was in place for 2012.

Other Compensation Elements Available to Named Executives

Termination Benefits and Policies.    During 2012, Messrs. Breivogel and Cole were participants in the Springleaf Finance, Inc. Executive Severance Plan (“ESP”). This plan was adopted by SFI in March 2011, effective as of November 30, 2010. This plan is maintained for participants previously eligible for severance benefits under the predecessor AIG plan. No additional plan participants have been approved since its adoption.

The ESP provides for severance payments and benefits if a participating executive is terminated other than by reason of death, disability, resignation by the executive without “Good Reason” (as defined in the ESP), or termination for “Cause” (as defined in the ESP).

If a participating executive is terminated without Cause or resigns for Good Reason, the executive is eligible to receive an amount ranging from one-twelfth to 100% of the sum of his annual base salary and three-year-average of annual cash bonuses, which is based on the executive’s seniority or length of service. Any unvested long-term incentive awards would continue to vest during the severance period and are forfeited if not vested or settled as of the end of the severance period. Each participant is also eligible to receive continued health and group life insurance benefits on the same terms as active employees during the severance period. Any severance payments that would otherwise be payable under the ESP will be offset by any amounts resulting from the participant’s subsequent employment by another employer. The executive is required to sign a severance and release agreement in order to be eligible for severance benefits and must comply with the terms of such agreement in order to continue receiving benefits. Effective upon the cessation of their employment on December 31, 2012, Messrs. Breivogel and Cole began receiving payments and benefits under the ESP formula outlined above.

The remaining named executives were eligible to participate in our generally applicable severance plan, which applies to all employees. This practice provides for severance based upon an employee’s length of service and current salary.

Welfare and Other Indirect Benefits.    Each of the named executives participates in the same health and welfare benefit plans and fringe benefit programs generally available to all other employees.

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Retirement Benefits.    We currently have one active defined contribution plan for eligible employees at the named executives’ level, a 401(k) plan which is tax-qualified. We match a percentage of participants’ contributions to the 401(k) plan depending on the participant’s length of service. The match for each of the named executives in 2012 was $4,500 for Messrs. Breivogel, Borchers, and Cole and $1,700 for Messrs. Levine and Anderson.

Our defined benefit plans include a tax-qualified pension plan and an Excess Retirement Income Plan (a “restoration” plan). Each of these plans provides for a yearly benefit based on years of service and average final salary. These plans and their benefits are described in greater detail in “—Pension Benefits.” As of December 31, 2012, the Retirement Plan, a tax-qualified defined benefit pension plan, as well as the Excess Retirement Income Plan, were frozen with respect to both salary and service levels to prevent future increases in the benefit liabilities established under the plan. The Company continues to have liability to fund the plan’s trust to the extent the assets in the trust are less than liabilities for benefits.

Process for 2012 Compensation Decisions

Role of the Compensation Committee.    In accordance with its charter, the role of the Compensation Committee of the SFC Board of Directors in respect of 2012 named executive officer compensation was to evaluate the 2012 performance of the Chief Executive Officer in light of the goals and objectives of the applicable executive compensation plans, and determine and approve the Chief Executive Officer’s compensation level based on this evaluation. The Committee also made recommendations to the SFC Board of Directors regarding the compensation of the other named executives based on the recommendation of the Chief Executive Officer.

Role of the Chief Executive Officer.    The 2012 compensation of the named executives other than the Chief Executive Officer was recommended by the Chief Executive Officer and is then reviewed and approved by the Compensation Committee of the SFC Board of Directors, with such modifications as the Committee deems appropriate, and recommended to the SFC Board of Directors 2012 Executive Compensation

Employment Agreement with Jay Levine

Prior to the consummation of this offering, SFI and Springleaf General Services Corporation intend to enter into an employment agreement with Jay Levine pursuant to which he will serve as our President and Chief Executive Officer. The initial term of the agreement will expire on December 31, 2015, and the agreement will automatically be renewed for additional one-year terms thereafter unless either party provides notice of non-renewal to the other at least 90 days before expiration of the then-current term.

Mr. Levine’s employment agreement will provide that Mr. Levine will receive an annual base salary of $400,000 and will be eligible to participate in our annual cash incentive plan. The agreement will also provide that Mr. Levine will be eligible to participate in all retirement and welfare benefit plans and paid-time off policies as are made available to our senior executives.

Mr. Levine’s employment agreement will also provide that if his employment is terminated by us without “cause” (as defined in the agreement) or by Mr. Levine for “good reason” (as defined in the agreement and summarized below), and if Mr. Levine executes a general release of claims in a form acceptable to us and continues to comply with all applicable restrictive covenants, he will receive (i) continued base salary payments for 12 months and (ii) a pro-rated annual bonus for the year of termination, based on the average of the annual bonuses paid to him for the three years prior to termination (or such lesser number of years for which he received a non-zero annual bonus, if applicable).

Mr. Levine’s employment agreement will provide that he will not compete with us for one year following notice of his termination of employment for any reason. In addition, the agreement will provide that

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Mr. Levine will not solicit our employees, consultants, independent contractors, service providers, or current or prospective clients or customers for two years following the termination of his employment for any reason. The agreement will also contain standard perpetual provisions relating to confidentiality, intellectual property and non-disparagement.

For purposes of Mr. Levine’s employment agreement, “good reason” will mean, in summary, (i) a substantial and sustained diminution in his authority or responsibility, (ii) a reduction of his base salary or bonus opportunity (other than an across-the-board reduction of less than 10% for all senior management), (iii) relocation of his principal location of employment by more than 25 miles, (iv) his removal as CEO or as a member of our board of directors, (v) failure to pay him compensation when due or (vi) our failure to renew the term of the agreement.

Grant of Restricted Stock Units Relating to Springleaf Holdings, LLC Common Units

On September 30, 2013, Messrs. Levine and Anderson were granted restricted stock units relating to a total of 8.20315 Springleaf Holdings, LLC common units, of which 2/3 were granted to Mr. Levine and 1/3 were granted to Mr. Anderson. These restricted stock units will be converted into the right to receive 8.20315% of the outstanding shares of SHI common stock following the conversion of Springleaf Holdings, LLC into SHI, which will occur prior to the completion of this offering. The shares of SHI common stock underlying these restricted stock units will be delivered on the earlier of the completion of this offering or March 15, 2014.

The shares of SHI common stock to be delivered in respect of the restricted stock units may not be sold or otherwise transferred by a holder until the earlier of September 30, 2018 and the holder’s death, except that the holders may sell a limited number of the shares sufficient to cover certain tax obligations incurred with respect to the delivery of those shares and certain income allocations made in respect of the Springleaf Financial Holdings, LLC Incentive Units described below in the section entitled “—Grant of Springleaf Financial Holdings, LLC Incentive Units.”

Since this grant of restricted stock units was made prior to the completion of this offering and initially relates to common units in Springleaf Holdings, LLC, it was not made pursuant to the Springleaf Holdings, Inc. 2013 Omnibus Incentive Plan, which is described below in the section entitled “—Springleaf Holdings, Inc. 2013 Omnibus Incentive Plan.” As a result, the shares of SHI common stock to be delivered in respect of the restricted stock units will be deemed “restricted securities” as such term is defined under Rule 144, and will only be eligible for public sale if they are registered under the Securities Act or if they qualify for an exemption from registration under Rule 144.

Grant of Springleaf Financial Holdings, LLC Incentive Units

Prior to the consummation of this offering, and subject to the approval of the board of the Initial Stockholder, Messrs. Levine and Anderson will receive a grant of incentive units in the Initial Stockholder. These incentive units are intended to be profits interests that will only provide Messrs. Levine and Anderson with benefits (in the form of distributions) if the Initial Stockholder makes distributions to one or more of its common members that exceed specified threshold amounts. It is expected that the incentive units held by Messrs. Levine and Anderson will vote together with Springleaf Financial Holdings, LLC common units as a single class on all matters.

Messrs. Levine and Anderson will generally only be entitled to receive distributions in respect of these incentive units if they are employed by SHI or one of its affiliates on, and have not given or received notice of termination of such employment as of, the date the distribution is paid. No distributions will be provided to Messrs. Levine or Anderson in respect of the incentive units following their respective terminations of employment for any reason other than death, in which case their respective beneficiaries will be entitled to any distributions made in respect of the incentive units following the date of death.

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Springleaf Holdings, Inc. 2013 Omnibus Incentive Plan

Prior to the completion of this offering, we will adopt the Springleaf Holdings, Inc. 2013 Omnibus Incentive Plan. The purposes of the Plan will be to provide additional incentives to selected employees, directors, independent contractors and consultants of SHI or its affiliates, to strengthen their commitment, motivate them to faithfully and diligently perform their responsibilities and to attract and retain competent and dedicated persons who are essential to the success of our business and whose efforts will impact our long-term growth and profitability. To accomplish these purposes, the Plan will provide for the issuance of options, stock appreciation rights (SARs), restricted stock, restricted stock units, stock bonuses, other stock-based awards and cash awards.

While we intend to issue restricted stock and other stock-based awards in the future to employees as a recruiting and retention tool, we have not established specific parameters regarding future grants to our employees. Our board of directors (or the compensation committee of the board of directors, after it has been appointed) will determine the specific criteria surrounding other equity issuances under the Plan. The following description summarizes the expected features of the Plan.

Summary of Plan Terms

A total number of shares of common stock equal to 10% of our outstanding shares as of the completion of this offering will be reserved and available for issuance under the Plan, as increased on the first day of each fiscal year beginning in calendar year 2014 by a number of shares of common stock equal to the excess of 10% of the number of outstanding shares on the last day of the immediately preceding fiscal year, over the number of shares reserved and available for issuance under the Plan as of the last day of the immediately preceding fiscal year. When Section 162(m) of the Internal Revenue Code (Code) becomes applicable to us, (i) no individual will be granted options or SARs for more than the total number of shares of common stock reserved under the Plan during any calendar year and (ii) no individual who is likely to be a “covered employee” (as such term used in Section 162(m) of the Code) will be granted either (A) restricted stock, restricted stock units, a stock bonus, or other stock-based awards for more than the total number of shares of common stock reserved under the Plan during any calendar year or (B) a cash award in excess of $15,000,000 during any calendar year.

Shares of common stock subject to an award under the Plan that remain unissued upon the cancellation, termination or expiration of the award will again become available for grant under the Plan. However, shares of common stock that are exchanged by a participant or withheld by SHI as full or partial payment in connection with any award under the Plan, as well as any shares of common stock exchanged by a participant or withheld by SHI to satisfy the tax withholding obligations related to any award, will not be available for subsequent awards under the Plan. To the extent an award is paid or settled in cash, the number of shares of common stock previously subject to the award will again be available for grants pursuant to the Plan. To the extent that an award can only be settled in cash, such award will not be counted against the total number of shares of common stock available for grant under the Plan.

The Plan will initially be administered by our board of directors, although it may be administered by either our board of directors or any committee of our board of directors, including a committee that complies with the applicable requirements of Section 162(m) of the Code, Section 16 of the Exchange Act and any other applicable legal or stock exchange listing requirements (the board or committee referred to above being sometimes referred to as the plan administrator). The plan administrator may interpret the Plan and may prescribe, amend and rescind rules and make all other determinations necessary or desirable for the administration of the Plan.

The Plan permits the plan administrator to select the officers, employees, non-employee directors, independent contractors and consultants who will receive awards, to determine the terms and conditions of those awards, including but not limited to the exercise price or other purchase price of an award, the number of shares of common stock or cash or other property subject to an award, the term of an award and the vesting schedule applicable to an award, and to amend the terms and conditions of outstanding awards.

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We may issue stock options under the Plan. All stock options granted under the Plan are intended to be non-qualified stock options and are not intended to qualify as “incentive stock options” within the meaning of Section 422 of the Code. The exercise price of all stock options granted under the Plan will be determined by the plan administrator, but in no event may the exercise price be less than 100% of the fair market value of the related shares of common stock on the date of grant. The maximum term of all stock options granted under the Plan will be determined by the plan administrator, but may not exceed ten years. Each stock option will vest and become exercisable at such time and subject to such terms and conditions as determined by the plan administrator in the applicable individual option agreement.

Unless the applicable stock option agreement provides otherwise, in the event of an optionee’s termination of employment or service, stock options will be treated as follows: (i) if the termination is for any reason other than for cause, retirement, disability or death, vested options generally will remain exercisable until ninety days after termination and then expire, (ii) if the termination is on account of the optionee’s retirement, disability or death, vested options generally will remain exercisable until one year after termination and will then expire and (iii) if the termination is for cause, all options, whether vested or unvested, will expire as of the date of such termination. Unless the applicable stock option agreement provides otherwise, any options that were not vested and exercisable on the date of any termination of employment or service for any reason will expire as of the date of such termination.

SARs may be granted under the Plan either alone or in conjunction with all or part of any stock option granted under the Plan. A free-standing SAR granted under the Plan entitles its holder to receive, at the time of exercise, an amount per share equal to the excess of the fair market value (at the date of exercise) of a share of common stock over the base price of the free-standing SAR. A SAR granted in conjunction with all or part of a stock option under the Plan entitles its holder to receive, at the time of exercise of the SAR and surrender of the related option, an amount per share equal to the excess of the fair market value (at the date of exercise) of a share of common stock over the exercise price of the related option. Each SAR will be granted with a base price that is not less than 100% of the fair market value of the related shares of common stock on the date of grant. The maximum term of all SARs granted under the Plan will be determined by the plan administrator, but may not exceed ten years. The plan administrator may determine to settle the exercise of a SAR in shares of common stock, cash, or any combination thereof.

Unless an individual free-standing SARs agreement provides otherwise, in the event of a SAR holder’s termination of employment or service, free-standing SARs will be treated as follows: (i) if the termination is for any reason other than for cause, retirement, disability or death, vested free-standing SARs generally will remain exercisable until ninety days after termination and then expire, (ii) if the termination is on account of the holder’s retirement, disability or death, vested free-standing SARs generally will remain exercisable until one year after termination and will then expire and (iii) if the termination is for cause, all free-standing SARs (whether vested or unvested) will expire as of the date of such termination. Unless an individual free-standing SARs agreement provides otherwise, any free-standing SARs that were not vested and exercisable on the date of any termination of employment or service for any reason will expire as of the date of such termination.

SARs granted in conjunction with all or part of a stock option will be exercisable at such times and subject to all of the terms and conditions applicable to the related option.

Restricted stock and restricted stock units may be granted under the Plan. The plan administrator will determine the purchase price, vesting schedule and performance objectives, if any, applicable to the grant of restricted stock and restricted stock units. If the restrictions, performance objectives or other conditions determined by the plan administrator are not satisfied, the restricted stock and restricted stock units will be forfeited. Subject to the provisions of the Plan and applicable individual award agreement, the plan administrator has the sole discretion to provide for the lapse of restrictions in installments or the acceleration or waiver of restrictions (in whole or part) under certain circumstances, including the attainment of certain performance goals, a participant’s termination of employment or service or a participant’s death or disability. The rights of restricted stock and restricted stock unit holders upon a termination of employment or service will be set forth in individual award agreements.

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Unless the applicable award agreement provides otherwise, participants with restricted stock will generally have all of the rights of a stockholder, including the right to vote and receive dividends declared with respect to such stock. During the restricted period, restricted stock units may also be credited with dividend equivalent rights, if the applicable individual award agreement so provides. Notwithstanding the foregoing, any dividends or dividend equivalent awards with respect to restricted stock or restricted stock units will be subject to the same restrictions, conditions and risks of forfeiture as the underlying restricted stock or restricted stock unit.

In connection with this offering, Messrs. Guthrie and Jacobs and Ms. Kotval, our independent directors, will each be granted a number of restricted common shares equal in value to $200,000, based on the fair market value of our common stock on the date of grant, which will be the public offering price set forth on the cover of this prospectus. These restricted shares will become vested in three equal portions on each of the first three anniversaries of the grant date, provided the director is still serving as of the applicable vesting date.

Other stock-based awards, valued in whole or in part by reference to, or otherwise based on, shares of common stock (including dividend equivalents) may be granted under the Plan. The plan administrator will determine the terms and conditions of such other stock-based awards, including the number of shares of common stock to be granted pursuant to each other stock-based awards, the manner in which such other stock-based awards will be settled (e.g., in shares of common stock, cash or other property), and the conditions to the vesting and payment of such other stock-based awards (including the achievement of performance objectives).

Bonuses payable in fully vested shares of common stock and awards that are payable solely in cash may also be granted under the Plan.

The vesting of awards that are intended to qualify as “performance-based compensation” for purposes of Section 162(m) of the Code will be based upon one or more of the following business criteria: (i) earnings, including one or more of operating income, net operating income, earnings before or after taxes, earnings before or after interest, depreciation, amortization, adjusted EBITDA, economic earnings, or extraordinary or special items or book value per share (which may exclude nonrecurring items); (ii) pre-tax income or after-tax income; (iii) earnings per share (basic or diluted); (iv) operating profit; (v) revenue, revenue growth or rate of revenue growth; (vi) return on assets (gross or net), return on investment, return on capital, or return on equity; (vii) returns on sales or revenues; (viii) operating expenses; (ix) stock price appreciation; (x) cash flow, free cash flow, cash flow return on investment (discounted or otherwise), net cash provided by operations, or cash flow in excess of cost of capital; (xi) implementation or completion of critical projects or processes; (xii) cumulative earnings per share growth; (xiii) operating margin or profit margin; (xiv) cost targets, reductions and savings, productivity and efficiencies; (xv) strategic business criteria, consisting of one or more objectives based on meeting specified market penetration, geographic business expansion, customer satisfaction, employee satisfaction, human resources management, supervision of litigation, information technology, and goals relating to acquisitions, divestitures, joint ventures and similar transactions, and budget comparisons; (xvi) personal professional objectives, including any of the foregoing performance goals, the implementation of policies and plans, the negotiation of transactions, the development of long term business goals, formation of joint ventures, research or development collaborations, and the completion of other corporate transactions; and (xvii) any combination of, or a specified increase in, any of the foregoing. The business criteria may be expressed in terms of attaining a specified level of the particular criteria or the attainment of a percentage increase or decrease in the particular criteria, and may be applied to SHI or any affiliate, or a division or strategic business unit of SHI or any affiliate, or may be applied to the performance of SHI relative to a market index, a group of other companies or a combination thereof, all as determined by the compensation committee of our board of directors. The business criteria may also be subject to a threshold level of performance below which no payment will be made, levels of performance at which specified payments will be made, and a maximum level of performance above which no additional payment will be made. Where applicable, business criteria will be determined in accordance with generally accepted accounting principles (with such adjustments as our compensation committee may prescribe) and achievement of the criteria will require certification by the compensation committee. To the extent

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permitted by Section 162(m) of the Code, the compensation committee will have the authority to make equitable adjustments to the business criteria in recognition of unusual or non-recurring events affecting SHI or any affiliate or the financial statements of SHI or any affiliate, in response to changes in applicable laws or regulations, or to account for items of gain, loss or expense determined to be extraordinary or unusual in nature or infrequent in occurrence or related to the disposal of a segment of a business or related to a change in accounting principles.

In the event of a merger, consolidation, reclassification, recapitalization, spin-off, spin-out, repurchase, reorganization, special or extraordinary dividend or other extraordinary distribution (whether in the form of shares of common stock, cash or other property), combination, exchange of shares, or other change in corporate structure affecting the shares of common stock, an equitable substitution or proportionate adjustment shall be made, at the sole discretion of the plan administrator, in (i) the aggregate number of shares of common stock reserved for issuance under the Plan, (ii) the maximum number of shares of common stock or cash that may be subject to awards granted to any participant in any calendar year, (iii) the kind and number of securities subject to, and exercise price or base price of, any outstanding options and SARs granted under the Plan, and (iv) the kind, number and purchase price of shares of common stock, or the amount of cash or amount or type of property, subject to outstanding restricted stock, restricted stock units, stock bonuses and other share-based awards granted under the Plan. Equitable substitutions or adjustments other than those listed above may also be made as determined by the plan administrator. In addition, the plan administrator may terminate all outstanding awards for the payment of cash or in-kind consideration having an aggregate fair market value equal to the excess of the fair market value of the shares of common stock, cash or other property covered by such awards over the aggregate exercise price or base price, if any, of such awards, but if the exercise price or base price of any outstanding award is equal to or greater than the fair market value of the shares of common stock, cash or other property covered by such award, our board of directors may cancel the award without the payment of any consideration to the participant.

Unless otherwise determined by the plan administrator and evidenced in an award agreement, in the event that (i) a “change in control” (as defined below) occurs and (ii) a participant’s employment or service is terminated without cause within 12 months following the change in control, then (a) any unvested or unexercisable portion of any award carrying a right to exercise shall become fully vested and exercisable, and (b) the restrictions, deferral limitations, payment conditions and forfeiture conditions applicable to an award granted under the Plan will lapse and such unvested awards will be deemed fully vested and any performance conditions imposed with respect to such awards will be deemed to be fully achieved. The completion of this offering will not be a change of control under the Plan.

Definition of Change in Control.    For purposes of the Plan, a “change in control” will mean, in summary, an event or series of events after which Fortress and its affiliates own less than 40% of the voting stock of SHI, other than (i) an acquisition, merger, sale of assets or similar transaction involving SHI following which Fortress or its affiliates directly or indirectly own at least 30% of the voting stock of, and continue to be the largest stockholder of, SHI or the surviving entity, (ii) an initial public offering of the stock of SFI or any of its direct or indirect parents, without regard to the percentage of SHI stock held by Fortress or its affiliates following such offering, or (iii) if at any time following such initial public offering, Fortress and its affiliates continue to hold at least 30% of the voting stock of, and continue to be the largest stockholder of, SHI or such direct or indirect parent.

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No later than the date as of which the value of an award granted under the Plan first becomes includible in the gross income of a participant for federal, state or local income tax purposes, the participant will be required make arrangements satisfactory to the plan administrator regarding payment of any federal, state, or local taxes of any kind required by law to be withheld by SHI with respect to the award. The obligations of SHI under the Plan shall be conditional on the making of such payments or arrangements, and SHI shall, to the extent permitted by law, have the right to deduct any such taxes from any payment of any kind otherwise due to the participant. With the approval of the plan administrator, the participant may satisfy the foregoing requirement by electing to have SHI withhold from delivery of shares of common stock, cash or other property, as applicable, or by delivering already owned unrestricted shares of common stock, in each case, having a value not exceeding the federal, state and local taxes to be withheld and applied to the tax obligations. SHI will also be permitted to use any other method of obtaining the necessary payment or proceeds, as permitted by law, to satisfy its withholding obligation with respect to any award.

The Plan provides our board of directors with authority to amend, alter or terminate the Plan, but no such action may impair the rights of any participant with respect to outstanding awards without the participant’s consent. The plan administrator may amend an award, prospectively or retroactively, but no such amendment may impair the rights of any participant without the participant’s consent. Stockholder approval of any such action will be obtained if required to comply with applicable law. The Plan will terminate on the tenth anniversary of the effective date of the Plan (although awards granted before that time will remain outstanding in accordance with their terms).

We intend to file with the SEC a registration statement on Form S-8 covering the shares of common stock issuable under the Plan.

New Plan Benefits

The following table sets forth information concerning the shares of restricted SHI common stock that we intend to make to certain non-employee directors, executive officers and other employees in connection with this offering. These shares of restricted stock will generally become vested in three equal annual installments, subject to the holder’s continued employment or service, as applicable, through the specified vesting date.

Springleaf Holdings, Inc. 2013 Omnibus Incentive Plan

Name	Dollar Value ($)		Shares Underlying Restricted Stock Awards(1)
Executive Group		—		—
Non-Executive Director Group		$600,000		—
Non-Executive Officer Employee Group		—		—

(1) The number of shares of restricted stock to be granted is not yet determinable and will be equal to the amount in the Dollar Value column divided by the fair market value of a share of our common stock on the date of grant, which will be the public offering price set forth on the cover of this prospectus.

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While we intend to grant additional awards under the Plan to eligible participants, we have not yet established specific parameters regarding the granting of future awards under the Plan. As such, the benefits or amounts that will be received by or allocated to any participants under the Plan following completion of this offering are not currently determinable.

United States Federal Income Tax Consequences of Plan Awards

The following is a summary of certain United States federal income tax consequences of awards under the Plan. It does not purport to be a complete description of all applicable rules, and those rules (including those summarized here) are subject to change.

Stock Options.    An optionee generally will not recognize taxable income upon the grant of a stock option. Rather, at the time of exercise of the option, the optionee will recognize ordinary income for income tax purposes in an amount equal to the excess, if any, of the fair market value of the shares of common stock purchased over the exercise price. We generally will be entitled to a tax deduction at the time and in the same amount, if any, that the optionee recognizes as ordinary income. The optionee’s tax basis in any shares of common stock received upon exercise of an option will be the fair market value of the share of common stock on the date of exercise, and if the shares are later sold or exchanged, then the difference between the amount received upon such sale or exchange and the fair market value of such shares on the date of exercise will generally be taxable as long-term or short-term capital gain or loss (if the shares are a capital asset of the optionee) depending upon the length of time such shares were held by the optionee.

SARs.    A participant who is granted a SAR generally will not recognize ordinary income upon receipt of the SAR. Rather, at the time of exercise of such SAR, the participant will recognize ordinary income for income tax purposes in an amount equal to the value of any cash received and the fair market value on the date of exercise of any shares received. We generally will be entitled to a tax deduction at the time and in the same amount, if any, that the participant recognizes as ordinary income. The participant’s tax basis in any shares of common stock received upon exercise of a SAR will be the fair market value of the shares of common stock on the date of exercise, and if the shares are later sold or exchanged, then the difference between the amount received upon such sale or exchange and the fair market value of such shares on the date of exercise will generally be taxable as long-term or short-term capital gain or loss (if the shares are a capital asset of the participant) depending upon the length of time such shares were held by the participant.

Restricted Stock.    A participant generally will not be taxed upon the grant of restricted stock, but rather will recognize ordinary income in an amount equal to the fair market value of the shares at the time the shares are no longer subject to a “substantial risk of forfeiture” (within the meaning of the Code). We generally will be entitled to a deduction at the time when, and in the amount that, the participant recognizes ordinary income on account of the lapse of the restrictions. A participant’s tax basis in the shares will equal their fair market value at the time the restrictions lapse, and the participant’s holding period for capital gains purposes will begin at that time. Any cash dividends paid on the restricted stock before the restrictions lapse will be taxable to the participant as additional compensation (and not as dividend income). Under Section 83(b) of the Code, a participant may elect to recognize ordinary income at the time the restricted stock is awarded in an amount equal to their fair market value at that time, notwithstanding the fact that such restricted stock is subject to restrictions and a substantial risk of forfeiture. If such an election is made, no additional taxable income will be recognized by such participant at the time the restrictions lapse, the participant will have a tax basis in the shares equal to their fair market value on the date of their award, and the participant’s holding period for capital gains purposes will begin at that time. We generally will be entitled to a tax deduction at the time when, and to the extent that, ordinary income is recognized by such participant.

Restricted Stock Units.    In general, the grant of restricted stock units will not result in income for the participant or in a tax deduction for us. Upon the settlement of such an award, the participant will recognize ordinary income equal to the aggregate value of the payment received, and we generally will be entitled to a tax deduction in the same amount.

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Other Awards.    With respect to other awards granted under the Plan, including stock bonuses, other stock-based award and cash awards, generally when the participant receives payment with respect to an award, the amount of cash and/or the fair market value of any shares of common stock or other property received will be ordinary income to the participant, and we generally will be entitled to a tax deduction in the same amount.

Section 162(m).    At the time when Section 162(m) of the Code becomes applicable to us, it will deny us a deduction for annual compensation in excess of $1 million paid to individuals who are “covered employees.” However, “performance-based compensation” is disregarded for this purpose. The plan administrator may make awards under the Plan to eligible participants who are covered employees (or to individuals whom the plan administrator believes may become covered employees) that are intended to qualify as performance-based compensation under Section 162(m) of the Code, to the extent it is applicable to us. To qualify, the exercisability and/or payment of such awards will be subject to the achievement of performance criteria based upon one or more performance goals set forth in the Plan and to certification of such achievement in writing by the compensation committee of our board of directors. The performance criteria will be established in writing by that committee not later than the time period prescribed under Section 162(m) of the Code.

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2012 Executive Compensation

The following tables contain compensation information with respect to the named executives for 2012. As described above in “Compensation Discussion and Analysis—Executive Summary,” SHI is a newly formed entity and therefore the 2012 compensation presented below in respect of the named executives was determined in accordance with policies and practices developed by SFI and SFC in respect of services that the named executives provided to SHI’s subsidiaries, including SFI and SFC. Under applicable SEC rules, the named executives include the Chief Executive Officer, Chief Financial Officer, and the three other most highly compensated executive officers who were serving as executive officers on December 31, 2012.

2012 Summary Compensation Table

Name and Principal Position	Year		Salary(1)		Bonus(2)		Stock Awards(3)		Option Awards(4)		Non-Equity Incentive Plan Compensation(5)		Change in Pension Value and Nonqualified Deferred Compensation Earnings(6)		All Other Compensation(7)		Total
Jay N. Levine(8) President and Chief Executive Officer		2012		$400,000		$—		$—		$—		$—		$29,351		$94,008		$523,359
Donald R. Breivogel, Jr.(9) Senior Vice President and Chief Financial Officer		2012		$326,204		$82,500		$—		$—		$—		$150,319		$4,500		$563,523
John C. Anderson(10) Executive Vice President, Capital Markets		2012		$350,000		$—		$—		$—		$—		$25,429		$82,469		$457,898
Bradford D. Borchers Executive Vice President		2012		$300,000		$120,000		$—		$—		$—		$184,502		$4,500		$609,002
Robert A. Cole(11) Senior Vice President		2012		$316,200		$147,500		$—		$—		$—		$155,784		$4,500		$623,984

(1) The amounts in this column reflect cash base salary.

(2) The amounts reported in this column represent the previously disclosed discretionary cash award paid in August 2012 to the executives who remained actively employed at the time of payment and who otherwise met the eligibility requirements. The amount for Mr. Cole also includes an additional bonus ($65,000) paid in December 2012.

(3) No stock awards were made in 2012.

(4) No option awards were made in 2012.

(5) No Non-Equity Incentive Plan awards were made in 2012.

(6) The amounts in the Change in Pension Value and Nonqualified Deferred Compensation Earnings column reflect the actuarial increase in the present value of each individual’s pension benefits under all applicable defined benefit pension plans, determined using the same interest rate and mortality assumptions as those used for financial statement reporting purposes. There were no above-market earnings on deferred compensation under the non-qualified deferred compensation programs. The pension benefit of the named executives was frozen effective December 31, 2012.

(7) “All Other Compensation” for 2012 includes 401(k) employer matching contributions of $4,500 for Messrs. Breivogel, Borchers, and Cole and $1,700 for Messrs. Levine and Anderson.

(8) On December 19, 2012, the Compensation Committee of the Board of SFC set the annual base salary for Jay Levine at $400,000, effective retroactive to December 10, 2012 (the beginning of the then-current pay period). In addition, the Compensation Committee of the Board of SFC also approved a lump sum payment of $476,923.08 to Mr. Levine (which was paid later in December 2012), as compensation for services provided by Mr. Levine from October 1, 2011 through December 9, 2012, calculated based on the prospective annual base salary set by the Compensation Committee, $400,000 of which is reported as Mr. Levine’s base salary in 2012 and $92,308 of which is reported as “All Other Compensation” and represents compensation for services provided by Mr. Levine for the period from October 1, 2011 through December 31, 2011. Prior to December 2012, Mr. Levine had not received a base salary.

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(9) Effective December 31, 2012, Mr. Breivogel ceased to be an employee of the Company. Ms. Kgil assumed the role of Chief Financial Officer on January 1, 2013.

(10) On December 19, 2012, the Compensation Committee of the Board of SFC set the annual base salary for John Anderson at $350,000, effective retroactive to December 10, 2012 (the beginning of the then-current pay period). In addition, the Compensation Committee of the Board of SFC also approved a lump sum payment to Mr. Anderson (which was paid later in December 2012), as compensation for services provided by Mr. Anderson from October 1, 2011 through December 9, 2012, calculated based on the prospective annual base salary set by the Compensation Committee of the Board of SFC, $350,000 of which is reported as Mr. Anderson’s base salary in 2012 and $80,769 of which is reported as “All Other Compensation” and represents compensation for services provided by Mr. Anderson for the period from October 1, 2011 through December 31, 2011. Prior to December 2012, Mr. Anderson had not received a base salary.

(11) Effective December 31, 2012, Mr. Cole ceased to be an employee of the Company.

2012 Grants of Plan-Based Awards

No plan-based awards were granted in 2012.

Exercises and Holdings of Previously Awarded Equity

Outstanding Equity Awards at December 31, 2012.    There were no outstanding equity awards at December 31, 2012.

Vesting of Stock-Based Awards During 2012

The equity-based awards shown below that vested in January 2012 were awards under various AIG stock incentive plans that were granted to our named executives by AIG before its sale of its majority interest in SFI to FCFI Acquisition LLC (“FCFI”). All equity-based awards relate to shares of AIG Common Stock pursuant to awards outstanding under AIG stock incentive plans.

The following table sets forth the amounts notionally realized in accordance with SEC rules by each named executive as a result of the exercise, settlement or vesting of stock-based awards in 2012.

	Option Awards(1)				Stock Awards(2)
Name	Number of Shares Acquired on Exercise		Value Realized on Exercise		Number of Shares Acquired on Vesting		Value Realized on Vesting
Jay N. Levine		—		$—		—		$—
Donald R. Breivogel, Jr.		—		$—		101		$2,431
John C. Anderson		—		$—		—		$—
Bradford D. Borchers		—		$—		—		$—
Robert A. Cole		—		$—		101		$2,431

(1) No option awards were settled in 2012.

(2) Represents the following stock-based awards held by Messrs. Breivogel and Cole that vested in 2012: (i) 33 RSUs vested in January 2012 under the AIG Partners Plan for the January 1, 2006—December 31, 2007 performance period and (ii) 68 time-vested RSUs granted in 2007 under the AIG Deferred Compensation Profit Participation Plan that vested in January 2012.

Pension Benefits

Eligible employees of the Company may participate in the tax-qualified and nonqualified defined benefit retirement plans maintained by SFI. These retirement plans provide retirement benefits for eligible employees whose length of service allows them to vest in and receive these benefits. Eligible employees who are citizens of the United States or non-citizens working in the United States had been covered under the AIG

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Retirement Plan, a U.S. tax-qualified defined benefit retirement plan, through December 31, 2010. On January 1, 2011, SFI created the Retirement Plan and assumed the obligations under the AIG Retirement Plan with respect to our employees, vested terminated participants, and retirees. Participants whose formula benefit is restricted from being fully paid from the tax-qualified retirement plan due to IRS limits on compensation are eligible to participate in the Excess Retirement Income Plan.

The Retirement Plan, a tax-qualified defined benefit pension plan, was frozen effective December 31, 2012. No additional participants are allowed entry into the plan and no additional benefits will accrue for any existing participants of the plan as a result of this pension freeze. A corresponding freeze of future accruals of benefits under the Excess Retirement Income Plan was also implemented at the end of 2012. At the time the pension was frozen, the Board also approved modification of the pension plan allowing for individuals terminated from employment prior to July 31, 2012 and not currently receiving a plan benefit, a one-time option to elect a payment of the present value of their Retirement Plan benefit in the form of a lump sum.

The Retirement Plan and Excess Retirement Income Plan formulas range from 0.925 percent to 1.425 percent times average final compensation for each year of credited service accrued from April 1, 1985 to December 31, 2012, up to 44 years, and 1.25 percent to 1.75 percent times average final compensation of a participant for each year of credited service accrued prior to April 1, 1985, up to 40 years. For participants who retire after the normal retirement age of 65, the retirement benefit is actuarially increased to reflect the later benefit commencement date.

For purposes of both the Retirement Plan and the Excess Retirement Income Plan, average final compensation is the average annual pensionable salary of a participant during those three consecutive years in the last ten years of credited service, prior to the pension plan being frozen, that afford the highest such average. Final average compensation does not include amounts attributable to overtime pay, supplemental cash incentive payments, annual cash bonuses or long-term incentive awards, except for the branch operations incentive plan.

Early retirement benefits.    The Retirement Plan and the Excess Retirement Income Plan provide for reduced early retirement benefits. These benefits are available to participants who have reached age 55 and have ten or more years of credited service. The Excess Retirement Income Plan provides reduced early retirement benefits to participants who have reached age 60 with five or more years of service, or who have reached age 55 with ten or more years of credited service, unless otherwise determined.

In the case of early retirement, participants in the Retirement Plan and the Excess Retirement Income Plan will receive the plan formula benefit projected to normal retirement at age 65 (using average final salary as of the date of early retirement), but prorated based on years of actual service but no later than December 31, 2012 due to the plan freeze, then reduced by three, four, or five percent (depending on age and years of service at retirement) for each year that retirement precedes age 65. Participants in the Retirement Plan with at least ten years of continuous service have a vested reduced retirement allowance pursuant to which, in the case of termination of employment prior to reaching age 55, such participants may elect to receive a reduced early retirement benefit commencing at any date between age 55 and age 65. Participants in the Retirement Plan and the Excess Retirement Income Plan cannot choose to receive a lump sum payment upon normal or early retirement. Mr. Cole was the only named executive who met the qualifying criteria for early retirement in 2012.

Death and disability benefits. Each of the Retirement Plan and the Excess Retirement Income Plan also provides for death and disability benefits. The Retirement Plan and the Excess Retirement Income Plan generally provide a death benefit to active participants who die before age 65 equal to 50 percent of the benefit the participant would have received if he or she had terminated employment on the date of death, survived until his or her earliest retirement date and elected a 50 percent joint and survivor annuity.

Under the Retirement Plan and the Excess Retirement Income Plan, participants continued to accrue credited service through December 31, 2012 while receiving payments under SFI’s sponsored long-term disability plan or during periods of unpaid medical leave before reaching age 65 if they had at least ten years of

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service when they become disabled. Participants who had less than ten years of credited service when they become disabled continued to accrue credited service for a maximum of three additional years but no later than December 31, 2012.

As with other retirement benefits, in the case of death and disability benefits, the formula benefit under the Excess Retirement Income Plan is reduced by amounts payable under the Retirement Plan.

2012 pension benefits.    The following table details the accumulated benefits for the named executives under the Retirement Plan and the Excess Retirement Income Plan. These plans were frozen effective December 31, 2012. No additional participants will be allowed entry into the plans and no additional creditable service will be awarded after December 31, 2012. In accordance with SEC rules, the accumulated benefits are presented as if they were payable upon the named executive’s normal retirement at age 65. None of the named executives has been granted extra years of credited service under the defined benefit plans described above.

Name	Plan Name		Number of Years Credited Service		Present Value of Accumulated Benefit(1)		Payments During 2012
Jay N. Levine	Retirement Plan			0.750		$23,280		$—
	Excess Retirement Income Plan			0.750		6,071		—
		Total				$29,351		$—
Donald R. Breivogel, Jr.	Retirement Plan			24.000		$556,747		$—
	Excess Retirement Income Plan			24.000		224,340		—
		Total				$781,087		$—
John C. Anderson	Retirement Plan			0.667		$25,429		$—
	Excess Retirement Income Plan			0.667		—		—
		Total				$25,429		$—
Bradford D. Borchers	Retirement Plan			28.000		$603,240		$—
	Excess Retirement Income Plan			28.000		129,233		—
		Total				$732,473		$—
Robert A. Cole	Retirement Plan			23.750		$789,054		$—
	Excess Retirement Income Plan			23.750		280,645		—
		Total				$1,069,699		$—

(1) The actuarial present values of the accumulated benefits are based on service and earnings as of December 31, 2012 (the pension plan measurement date for purposes of our financial statement reporting).

Assumptions used in the calculation of the present value of accumulated benefits were discount rates of 3.99% for the Springleaf Retirement Plan and 3.41% for the Excess Retirement Income Plan; 2013 Pension Protection Act static annuitant mortality tables, post retirement only; and normal retirement age, or current age if older.

Potential Payments and Benefits on Termination

Messrs. Breivogel and Cole were participants in AIG’s Executive Severance Plan (“AIG-ESP”) on December 31, 2010. When SFI adopted its own ESP following its separation from AIG, it carried forward the prior plan’s participants. Messrs. Anderson, Borchers, and Levine were not participants because they were not eligible under the AIG-ESP. They would be entitled to receive severance under our employee severance plan, which is available generally to all employees and which does not discriminate in favor of executive officers.

Under the ESP, eligible named executives will receive payments or benefits if their employment is terminated by us without “Cause,” or if the named executive resigns with “Good Reason,” as defined in the ESP.

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“Cause” generally means the participant’s failure to perform his or her duties, misconduct, material violation of applicable codes of conduct, or conviction of or plea of guilty or no contest to a felony or lesser crime involving fraud or dishonesty. “Good Reason” generally means a material reduction in duties, responsibilities, titles, offices, base pay, or annual target bonus opportunity.

Effective with their separation of employment on December 31, 2012, Messrs. Breivogel and Cole began receiving the following severance benefits: the sum of his annual base salary and three-year-average of annual cash bonuses. The cash severance is payable over the 12 month severance period in accordance with normal payroll practices. Any unvested long-term incentive awards continue to vest during the severance period and are forfeited if not vested or settled as of the end of the severance period. Each participant is also eligible to receive continued health and group life insurance benefits on the same terms as active employees during the severance period. Any severance payments that would otherwise be payable under the ESP will be offset by any amounts resulting from the participant’s subsequent employment by another employer. In order to receive the severance benefits provided under the ESP, the participant must generally execute a release of claims and comply with the terms of such agreement in order to continue receiving benefits.

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The following table shows the payments and benefits that the named executives would have been eligible to receive from us if their employment had been terminated as of December 31, 2012. For Messrs. Breivogel and Cole, the table shows their actual entitlements resulting from their separation from employment effective December 31, 2012. For Messrs. Levine, Anderson, and Borchers, the table reflects benefits generally available to all salaried employees including severance and medical and life insurance benefits. Additional information about benefits upon termination is provided in “—Pension Benefits” above.

Name	Severance(1)		Medical and Life Insurance(2)		Pension Plan Credit(3)		Unvested Stock Awards(4)		Total
Jay N. Levine
Resignation		$—		$—		$—		$—		$—
Involuntary Termination (without cause)		53,846		42		—		—		53,888
Death		—		—		—		—		—
Disability		—		—		—		—		—
Retirement		—		—		—		—		—
Change in Control		—		—		—		—		—
Donald R. Breivogel, Jr.
Resignation		$—		$—		$722,823		$—		$722,823
Involuntary Termination (without cause)		454,537		13,646		722,823		—		1,191,006
Death		—		—		327,257		—		327,257
Disability		—		—		781,087		—		781,087
Retirement		—		—		722,823		—		722,823
Change in Control		—		—		—		—		—
John C. Anderson
Resignation		$—		$—		$—		$—		$—
Involuntary Termination (without cause)		47,115		1,990		—		—		49,105
Death		—		—		—		—		—
Disability		—		—		—		—		—
Retirement		—		—		—		—		—
Change in Control		—		—		—		—		—
Brad D. Borchers
Resignation		$—		$—		$680,820		$—		$680,820
Involuntary Termination (without cause)		190,385		8,882		680,820		—		880,087
Death		—		—		336,711		—		336,711
Disability		—		—		732,473		—		732,473
Retirement		—		—		680,820		—		680,820
Change in Control		—		—		—		—		—
Robert A. Cole
Resignation		$—		$—		$1,113,002		$—		$1,113,002
Involuntary Termination (without cause)		426,200		9,637		1,108,434		—		1,544,271
Death		—		—		558,619		—		558,619
Disability		—		—		1,069,699		—		1,069,699
Retirement		—		—		1,113,002		—		1,113,002
Change in Control		—		—		—		—		—

(1) Messrs. Breivogel and Cole both separated from the organization effective December 31, 2012, making them eligible for the amounts indicated in the table. Messrs. Anderson, Borchers, and Levine are not eligible to participate in the ESP. The benefits shown for these executives are those that would have been provided under our generally applicable severance plan.

(2) The amounts reported represent the cost to us of continued health and group life insurance benefits provided for under the ESP or our employee severance plan, as applicable. If eligible for retiree medical and life insurance benefits, these named executives are covered under our retiree medical plan provisions under the same terms as any other employee with similar seniority.

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(3) The amounts in this column for termination due to permanent disability represent the increase in the present value, if any, of the named executive’s accumulated pension benefits, representing additional years of credited service that would accrue during participation in SFI’s long-term disability plan. The amount shown for all of the termination events is the increase above the accumulated value of pension benefits shown in the 2012 Pension Benefits Table, calculated using the same assumptions.

The present value, if any, for involuntary termination by us reflects additional service under the qualified pension plan through December 31, 2012, the date the pension plan was frozen. For an involuntary termination by us without cause where the executive is entitled to a benefit reflecting service during the severance period, the pension plan credit assumes that the qualified plan benefit will be payable at the end of the severance period or when first eligible to retire, if later.

Death benefits under SFI’s pension plans generally are no more than half of normal retirement benefits and would result in a loss of value on a present value basis for all of the named executives who participate in the pension plans. All termination benefits, except disability benefits, are assumed to commence at the earliest permissible retirement date. Disability benefits are assumed to commence at age 65.

For information on pension benefits generally, see “—Pension Benefits.”

(4) As of December 31, 2012, there were no unvested stock awards.

Compensation of Directors

The total 2012 compensation of our non-employee directors is shown in the following table. Non-employee directors are eligible for an annual fee of $75,000. We do not separately compensate our directors who also are employed by us or who are otherwise affiliated with us, including Messrs. Edens, Nardone, and Smith. Mr. Jacobs, as the sole member and chairman of the Audit Committee, received an additional annual fee of $10,000. Mr. Guthrie and Ms. Kotval, each of whom joined the Board on December 19, 2012, received $18,750 for 2012. Ms. Givens resigned from the Board effective as of December 19, 2012. Mr. Keller ceased being a director upon his death on August 18, 2012, and received $18,750 for each board meeting held prior to his death, plus the $75,000 annual fee.

Name	Fees Earned or Paid in Cash
Wesley R. Edens		$—
Susan Givens		—
Roy Guthrie		18,750
Douglas L. Jacobs		85,000
Alpheus E. Keller II		131,250
Anahaita Kotval		18,750
Randal A. Nardone		—
Peter M. Smith		—

SHI has not yet paid any compensation to its directors. Following completion of this offering, we intend to provide compensation to each of our independent directors (i.e., Messrs. Guthrie and Jacobs and Ms. Kotval). Affiliated directors (i.e., Messrs. Edens, Nardone and Smith), however, will not be compensated by us. Each independent director will receive an annual fee of $50,000, payable in semi-annual installments. In addition, an annual fee of $10,000 will be paid to each member of the Audit Committee, and an annual fee of $5,000 will be paid to each member of the Nominating and Governance Committee, the Compensation Committee and the Conflicts Committee. The chairman of the Audit Committee will receive an additional annual fee of $15,000. The chairpersons of the Nominating and Governance Committee, the Compensation Committee and the Conflicts Committee will each receive an additional annual fee of $5,000. Fees to independent directors may be made by

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issuance of our common stock, based on the value of common stock at the date of grant, rather than in cash, provided that any such issuance does not prevent a director from being independent and the shares are granted pursuant to a stockholder approved plan. All members of the Board of Directors will be reimbursed for reasonable costs and expenses incurred in attending Board or committee meetings. In addition, in connection with this offering, each of our independent directors will be granted a number of restricted common shares equal in value to $200,000, based on the fair market value of our common stock on the date of grant, which will be the public offering price set forth on the cover of this prospectus. These restricted shares will become vested in three equal portions on each of the first three anniversaries of the grant date, provided the director is still serving as of the applicable vesting date.

Compensation Committee Interlocks and Insider Participation

Prior to the Fortress Acquisition, we did not have a separately-designated standing Compensation Committee; therefore, compensation decisions regarding our Chief Executive Officer were made by AIG, and compensation decisions regarding other executive officers and directors were made by our Chief Executive Officer, with input from managers. Subsequent to the Fortress Acquisition and prior to the establishment of a Compensation Committee of the Board of Directors, compensation decisions regarding our Chief Executive Officer and directors were made by principals of Fortress, including by our director Wesley R. Edens, and compensation decisions regarding our other executive officers were made by our Chief Executive Officer. All of the compensation decisions regarding our executive officers, other than the Chief Executive Officer, and directors for 2011 and 2012 were approved by the Compensation Committee and the Board of Directors.

Messrs. Edens and Nardone are also employed by Fortress, which has engaged in related party transactions with us. For more information about these transactions, see “Certain Relationships and Related Party Transactions.”

None of our executive officers currently serves as a member of the board of directors or as a member of a compensation committee of any other company that has an executive officer serving as a member of the Board or the Compensation Committee.

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PRINCIPAL AND SELLING STOCKHOLDERS

Immediately prior to this offering,     % of the ownership interests in SHI were owned by the Initial Stockholder and     % of the ownership interests in SHI were owned by the selling stockholders.

The following table sets forth information regarding the ownership of our common stock. Other than the Initial Stockholder and its direct and indirect equity holders and the selling stockholders, we are not aware of any person, or group of affiliated persons, who beneficially owns more than five percent of our outstanding common stock. Except as described in footnote (1) to the table below and except for the selling stockholders, none of our officers and directors beneficially own any shares of our common stock. The percentage of beneficial ownership of our common stock before this offering is based on shares of common stock issued and outstanding as of             2013 (as adjusted to reflect the          -for-1 stock split). The percentage of beneficial ownership of our common stock after this offering is based on             shares of common stock issued and outstanding (as adjusted to reflect the          -for-1 stock split). The table assumes that the underwriters will not exercise their over-allotment option.

Name	Number of Shares Beneficially Owned Prior to the Offering	Percentage Before the Offering		Percentage After Giving Effect to the Offering
Initial Stockholder(1)			%
Jay N. Levine			%
John C. Anderson			%

(1) FCFI owns 85% of the voting interest in the Initial Stockholder. Fortress Investment Fund V (Fund A) L.P., Fortress Investment Fund V (Fund B) L.P., Fortress Investment Fund V (Fund C) L.P., Fortress Investment Fund V (Fund D), L.P., Fortress Investment Fund V (Fund E) L.P., Fortress Investment Fund V (Fund F) L.P. and Fortress Investment Fund V (Fund G) L.P. (collectively, the “Fund V Funds”) collectively own 100% of FCFI. FIG LLC is the investment manager of each of the Fund V Funds. Fortress Operating Entity I LP (“FOE I”) is the 100% owner of FIG LLC. FIG Corp. is the general partner of FOE I. FIG Corp. is a wholly owned subsidiary of Fortress. As of June 30, 2013, Mr. Edens owns 14.98% of Fortress (Class A and B shares), and Mr. Nardone owns 10.91% of Fortress (Class A and B shares). By virtue of their ownership interest in Fortress and certain of its affiliates, Mr. Edens and Mr. Nardone may be deemed to own the shares listed as beneficially owned by FCFI. Mr. Edens and Mr. Nardone each disclaim beneficial ownership of such shares except to the extent of his pecuniary interest therein. AIG Capital Corporation (“ACC”) owns 15% of the voting interest in the Initial Stockholder and has the indirect right to vote and in certain circumstances to cause the disposition of                                  shares of common stock. ACC is wholly owned by AIG. The address of ACC and AIG is c/o American International Group, Inc., 180 Maiden Lane, New York, New York 10038.

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CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS

Under SEC rules, a related person is an officer, director, nominee for director or beneficial holder of more than 5% of any class of our voting securities since the beginning of the last fiscal year or an immediate family member of any of the foregoing. We expect our officers and directors to review, approve and ratify transactions with related parties pursuant to the procedures outlined in a policy on related party transactions, which we will adopt prior to the completion of this offering. When considering potential transactions involving a related party that may require board approval, our officers will notify our Board of Directors in writing of the proposed transaction, provide a brief background of the transaction and schedule a meeting with the full Board of Directors to review the matter. At such meetings, our Chief Executive Officer, Chief Financial Officer and other members of management, as appropriate, will provide information to the Board of Directors regarding the proposed transaction, after which the Board of Directors and management discuss the transaction and the implications of engaging a related party as opposed to an unrelated third party. If the Board of Directors (or specified directors as required by applicable legal requirements) determines that the transaction is in the best interests of SHI, it will vote to approve SHI’s entering into the transaction with the applicable related party.

Prior to the adoption of the written policy, we did not adopt a formal policy for reviewing related party transactions that were required to be disclosed under the SEC rules. The board of SFI reviewed related party transactions as deemed appropriate by members of the board of SFI, on a case by case basis, based on the particular facts and circumstances of each transaction and as required by law.

Stockholders Agreement

General

Prior to the completion of this offering, we will enter into the Stockholders Agreement with the Initial Stockholder.

As discussed further below, the Stockholders Agreement will provide certain rights to Fortress with respect to the designation of directors for nomination and election to our board of directors, as well as registration rights for certain of our securities beneficially owned, directly or indirectly, by the Initial Stockholder and Fortress and its affiliates and permitted transferees.

Our Stockholders Agreement will provide that the parties thereto will use their respective reasonable efforts (including voting or causing to be voted all of our voting shares beneficially owned by each) so that no amendment is made to our restated certificate of incorporation or amended and restated bylaws in effect as of the date of the Stockholders Agreement that would add restrictions to the transferability of our shares by the Initial Stockholder or its permitted transferees which are beyond those provided for in our restated certificate of incorporation, amended and restated bylaws, the Stockholders Agreement or applicable securities laws, or that nullify the rights set out in the Stockholders Agreement of the Initial Stockholder or its permitted transferees unless such amendment is approved by Fortress.

Designation and Election of Directors

Our Stockholders Agreement will provide that, for so long as the Stockholders Agreement is in effect, we, the Initial Stockholder and Fortress and certain of their affiliates and permitted transferees shall take all reasonable actions within our respective control (including voting or causing to be voted all of the securities entitled to vote generally in the election of our directors held of record or beneficially owned by Fortress or its affiliates or permitted transferees, and, with respect to us, including in the slate of nominees recommended by the board those individuals designated by Fortress) so as to elect to the board, and to cause to continue in office, not more than five directors (or such other number as Fortress may agree in writing), of whom, at any given time:

— a number of directors equal to a majority of the board of directors, plus one director, shall be individuals designated by Fortress, for so long as Fortress directly or indirectly beneficially owns,

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together with its affiliates and permitted transferees and giving effect to Fortress’ proportionate interest in shares of our common stock held by the Initial Stockholder, at least 30% of our voting power;

— a number equal to a majority of the board of directors, minus one director, shall be individuals designated by Fortress, for so long as Fortress directly or indirectly beneficially owns, together with its affiliates and permitted transferees and giving effect to Fortress’ proportionate interest in shares of our common stock held by the Initial Stockholder, less than 30% but at least 20% of our voting power, provided that if the board of directors consists of six or fewer directors, then Fortress shall have the right to designate a number of directors equal to three directors;

— a number of directors (rounded up to the nearest whole number) that would be required to maintain Fortress’s proportional representation on the board of directors shall be individuals designated by Fortress for so long as Fortress directly or indirectly beneficially owns, together with its affiliates and permitted transferees and giving effect to Fortress’ proportionate interest in shares of our common stock held by the Initial Stockholder, less than 20% but at least 10% of our voting power, provided that if the board of directors consists of six or fewer directors, then Fortress shall have the right to designate two directors; and

— a number of directors (rounded up to the nearest whole number) that would be required to maintain Fortress’s proportional representation on the board of directors shall be an individual designated by Fortress for so long as Fortress directly or indirectly beneficially owns, together with its affiliates and permitted transferees and giving effect to Fortress’ proportionate interest in shares of our common stock held by the Initial Stockholder, less than 10% but at least 5% of our voting power, provided that if the board of directors consists of six or fewer directors, then Fortress shall have the right to designate one director.

In accordance with the Stockholders Agreement, Fortress has designated            ,             ,             , and             for election to our board of directors.

Indemnification

The agreement will provide that we will indemnify the Initial Stockholder and its officers, directors, employees, agents and affiliates against losses arising out of third-party claims (including litigation matters and other claims) based on, arising out of or resulting from:

— the ownership or the operation of our assets or properties, and the operation or conduct of our business, prior to or following this offering; and

— any other activities we engage in.

In addition, we will agree to indemnify the Initial Stockholder and its officers, directors, employees, agents and affiliates against losses, including liabilities under the Securities Act and the Exchange Act, relating to misstatements in or omissions from the registration statement of which this prospectus forms a part and any other registration statement or report that we file, other than misstatements or omissions made in reliance on information relating to and furnished by the Initial Stockholder for use in the preparation of that registration statement or report.

Registration Rights

Demand Rights.    Under our Stockholders Agreement, the Initial Stockholder will have, for so long as the Initial Stockholder directly or indirectly beneficially owns, together with Fortress and its affiliates, an amount of our common stock (whether owned at the time of this offering or subsequently acquired) equal to or greater

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than 1% of our shares of common stock issued and outstanding immediately after the consummation of this offering (a “Registrable Amount”), “demand” registration rights that allow the Initial Stockholder, for itself and for Fortress and its affiliates and permitted transferees, at any time after 180 days following the consummation of this offering, to request that we register under the Securities Act an amount equal to or greater than a Registrable Amount. The Initial Stockholder, for itself and for Fortress and its affiliates and permitted transferees, will be entitled to unlimited demand registrations so long as such persons, together, beneficially own a Registrable Amount. We will also not be required to effect any demand registration within one month of a “firm commitment” underwritten offering to which the requestor held “piggyback” rights, described below, and which included at least 50% of the shares of common stock requested by the requestor to be included. We will not be obligated to grant a request for a demand registration within one month of any other demand registration.

Piggyback Rights.    For so long as the Initial Stockholder beneficially owns, together with Fortress and its affiliates and permitted transferees, an amount of our common stock equal to or greater than 1% of our common stock issued and outstanding immediately after the consummation of this offering, the Initial Stockholder (and Fortress and its affiliates and permitted transferees) will also have “piggyback” registration rights that allow them to include the common stock that they own in any public offering of equity securities initiated by us (other than those public offerings pursuant to registration statements on Forms S-4 or S-8 or pursuant to an employee benefit plan arrangement) or by any of our other stockholders that have registration rights. These “piggyback” registration rights will be subject to proportional cutbacks based on the manner of the offering and the identity of the party initiating such offering.

Shelf Registration.    Under our Stockholders Agreement, we will grant to the Initial Stockholder or any of its respective permitted transferees, for so long as the Initial Stockholder, together with Fortress and its affiliates and permitted transferees, beneficially owns a Registrable Amount, the right to request a shelf registration on Form S-3 providing for offerings of our common stock to be made on a continuous basis until all shares covered by such registration have been sold, subject to our right to suspend the use of the shelf registration prospectuses for a reasonable period of time (not exceeding 60 days in succession or 90 days in the aggregate in any 12 month period) if we determine that certain disclosures required by the shelf registration statements would be detrimental to us or our stockholders. In addition, the Initial Stockholder, for itself and for Fortress and its affiliates and permitted transferees, may elect to participate in such shelf registrations within ten days after notice of the registration is given.

Indemnification; Expenses; Lock-ups.    Under our Stockholders Agreement, we will agree to indemnify the applicable selling stockholders and its officers, directors, employees, managers, members partners, agents and controlling persons against any losses or damages resulting from any untrue statement or omission of material fact in any registration statement or prospectus pursuant to which it sells shares of our common stock, unless such liability arose from the applicable selling stockholder’s misstatement or omission, and the applicable selling stockholder will agree to indemnify us against all losses caused by its misstatements or omissions. We will pay all registration and offering-related expenses incidental to our performance under the Stockholders Agreement, and the applicable selling stockholder will pay its portion of all underwriting discounts, commissions and transfer taxes, if any, relating to the sale of its shares of common stock under the Stockholders Agreement. We have agreed to enter into, and to cause our officers and directors to enter into, lock-up agreements in connection with any exercise of registration rights by the Initial Stockholder, for itself and for Fortress and its affiliates and permitted transferees.

Affiliates of Fortress or AIG

SpringCastle. On March 5, 2013, SCA, a newly-formed joint venture in which Springleaf Acquisition Corporation , a wholly owned subsidiary of SFI, and NRZ Consumer LLC, previously an indirect subsidiary of Newcastle, each held a 50% equity interest, entered into a definitive agreement to purchase the SpringCastle Portfolio from HSBC. On April 1, 2013, Blackstone, acquired a 23% equity interest in SCA, which reduced the equity interests of Springleaf Acquisition Corporation and Newcastle to 47% and 30%, respectively. On May 15, 2013, Newcastle distributed to its stockholders its investment in New Residential Investment Corp. and its

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subsidiaries, including NRZ Consumer LLC (the “Newcastle Affiliates”), which still retain their equity interest in SpringCastle America, LLC, SpringCastle Credit, LLC and SpringCastle Finance, LLC (each, a “Seller LLC” and collectively, the “Seller LLCs”). Newcastle and New Residential Investment Corp. are managed by an affiliate of Fortress.

The acquisition was completed on April 1, 2013 for an approximate purchase price of $3.0 billion (subject to final validation by the parties), at which time the portfolio consisted of over 415,000 loans with an estimated UPB of $3.9 billion. The portfolio includes primarily unsecured personal loans as well as loans secured with subordinate residential real estate mortgages. Because the subordinate residential real estate mortgages are primarily revolving loans secured by junior liens with little, if any, underlying real estate value, we believe these loans exhibit characteristics and performance more closely resembling unsecured personal loans. The junior lien loans are therefore characteristically distinct from our legacy real estate portfolio, which is comprised generally of fixed rate loans secured by first lien mortgages. Accordingly, we intend to service these loans as personal loans which is consistent with the manner in which they were serviced by HSBC.

Immediately prior to the completion of the SpringCastle Portfolio acquisition, SCA assigned its right to purchase the SpringCastle Portfolio to the Seller LLCs, which, in turn, immediately sold the SpringCastle Portfolio to the Co-issuer LLCs and a loan trustee in connection with the securitization of the SpringCastle Portfolio on April 1, 2013. See Note 8 of the Notes to Unaudited Condensed Consolidated Financial Statements for the quarter ended June 30, 2013, included elsewhere in this prospectus, for further information on the securitization transaction.

As of April 1, 2013, SpringCastle Holdings, LLC, a wholly owned subsidiary of Springleaf Acquisition Corporation, the Newcastle Affiliates and Blackstone held a 47%, 30% and 23% equity interest in each Seller LLC, respectively. SpringCastle America, LLC holds a 100% equity interest in SpringCastle America Funding, LLC, SC Credit holds a 100% equity interest in SC Credit Funding and SC Finance holds a 100% equity interest in SC Finance Funding.

On April 1, 2013, SFI entered into a servicing agreement with the Co-issuer LLCs and the loan trustee whereby SFI agreed to service the loans in the SpringCastle Portfolio effective on the servicing transfer date. In accordance with this agreement, we assumed the direct servicing obligations for the loans in September, 2013.

Secured Term Loan.    SFFC, an indirect wholly owned subsidiary, is party to a six-year secured term loan pursuant to a credit agreement among SFFC, SFC, the Subsidiary Guarantors, and a syndicate of lenders, various agents, and Bank of America, N.A, as administrative agent. Affiliates of Fortress and affiliates of AIG owned or managed lending positions in the syndicate of lenders totaling $46.1 million at June 30, 2013, $85.0 million at December 31, 2012 and $105.5 million at December 31, 2011.

Subservicing and Refinance Agreements.    Effective February 1, 2011, Nationstar began subservicing the real estate loans of MorEquity and two of our other indirect subsidiaries (collectively, the “Owners”), including certain securitized real estate loans. Investment funds managed by affiliates of Fortress indirectly own a majority interest in Nationstar.

The Owners paid Nationstar fees for its subservicing and to facilitate the repayment of our real estate loans through refinancings with other lenders as follows:

	Successor Company
	Six Months Ended June 30,				Year Ended December 31,
	2013		2012		2012		2011
	(in thousands)
Subservicing fees		$4,424		$5,145		$9,843		$9,910
Refinancing concessions		$265		$3,961		$4,420		$6,556

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Investment Management Agreement.    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 totaled $0.6 million for the six months ended June 30, 2013, $0.6 million for the six months ended June 30, 2012, and $1.2 million for the year ended December 31, 2012.

Pension Plan.    At June 30, 2013 and December 31, 2012, we had no plan assets included in the AIG Retirement Plan, compared to $59.9 million at December 31, 2011. The transfer due from the AIG Retirement Plan to our tax-qualified defined benefit retirement plan was completed in April 2012.

Reinsurance Agreements.    Merit enters into reinsurance agreements with subsidiaries of AIG, for reinsurance of various group annuity, credit life, and credit accident and health insurance where Merit reinsures the risk of loss. The reserves for this business fluctuate over time and, in some instances, are subject to recapture by the insurer. Reserves on the books of Merit for reinsurance agreements with subsidiaries of AIG totaled $46.6 million at June 30, 2013, $46.8 million at December 31, 2012 and $49.7 million at December 31, 2011.

Derivatives.    At June 30, 2013 and December 31, 2012 and 2011, all of our derivative financial instruments were with AIG Financial Products Corp. (“AIGFP”), a subsidiary of AIG. In July 2012, SFI posted $60.0 million of cash collateral with AIGFP as security for SFC’s two remaining Euro swap positions with AIGFP and agreed to act as guarantor for the swap positions. In August 2012, one of the swap positions was terminated and the cash collateral was reduced by $20.0 million. On August 5, 2013, we terminated our remaining cross currency interest rate swap agreement with AIGFP, a subsidiary of AIG, and recorded a loss of $1.9 million in other revenues. The notional amount of this swap agreement totaled $416.6 million at August 5, 2013. As a result of this termination, AIGFP returned the cash collateral of $40.0 million to SFI.

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DESCRIPTION OF INDEBTEDNESS

Credit Facility

On May 10, 2011, SFFC, an indirect wholly owned subsidiary, entered into, and fully borrowed, $3.8 billion of six-year senior secured term loans pursuant to a senior secured term loan facility, which we refer to as the “Secured Term Loan,” among SFFC, SFC, the Subsidiary Guarantors, a syndicate of lenders, various agents and Bank of America, N.A., as administrative agent and collateral agent. The Secured Term Loan refinanced in full SFFC’s existing $3.0 billion secured term loan facility scheduled to mature in April 2015. Upon receipt of additional lender commitments, the aggregate principal amount of the Secured Term Loan may be increased pursuant to one or more incremental facilities subject to satisfaction of certain conditions.

At June 30, 2013 and December 31, 2012, the outstanding principal amount of the Secured Term Loan totaled $2.0 billion and $3.8 billion, respectively.

The Secured Term Loan is guaranteed by SFC and by the Subsidiary Guarantors. In addition, certain operating subsidiaries of SFC that from time to time meet certain criteria will be required to become subsidiary guarantors. The Secured Term Loan is secured by a first priority pledge of the stock of SFFC that was limited at the transaction date, in accordance with SFC’s existing indenture, to approximately 10% of SFC’s consolidated net worth.

SFFC used the proceeds from the initial loan made under the Secured Term Loan to refinance its existing $3.0 billion secured term loan facility and to make new intercompany loans to the Subsidiary Guarantors. The intercompany loans are secured by a first priority security interest in eligible finance receivables, according to pre-determined eligibility requirements and in accordance with a borrowing base formula.

The maturity date of the initial loan made under the Secured Term Loan is May 10, 2017. With respect to Eurodollar rate loans, the initial loan under the Secured Term Loan will bear interest at a rate of LIBOR plus 4.25%, subject to a LIBOR floor of 1.25%. With respect to base rate loans, the initial loan under the Secured Term Loan will bear interest at a spread of 3.25% plus the highest of (i) the federal funds rate plus  ¹/₂ of 1%, (ii) the rate of interest in effect for such day as publicly announced from time to time by the administrative agent as its “prime rate,” and (iii) one-month LIBOR plus 1.00%. Voluntary prepayments after May 10, 2013 are not subject to a prepayment premium.

The documents for the Secured Term Loan (collectively the “SFFC Facility Documents”), including the SFFC Amended and Restated Credit Agreement dated May 10, 2011, contain customary representations and warranties and affirmative and negative covenants that, among other things, restrict the ability of (i) SFC and its subsidiaries to create or incur certain liens, (ii) SFFC to merge or consolidate with other companies or transfer all or substantially all of its assets, (iii) SFFC and the Subsidiary Guarantors to create or incur liens, incur or guarantee additional indebtedness, make investments, transfer or sell assets, make restricted payments, engage in transactions with affiliates and make certain amendments to their organizational documents or the documents relating to the intercompany secured loans, and (iv) SFFC to engage in any business or consensual activity other than as specified in the SFFC Facility Documents. Certain of these restrictions limit the ability of SFFC, SFC and Subsidiary Guarantors to directly or indirectly make loans and distributions to and investments in SFI. These covenants are subject to a number of limitations and exceptions set forth in the SFFC Facility Documents.

The SFFC Facility Documents also provide for customary events of default, including: payment defaults; failure to comply with covenants; cross-defaults to material indebtedness; bankruptcy and insolvency; material judgments; invalidity of SFFC Facility Documents or with respect to the intercompany secured loans; and material ERISA events. In the case of an event of default arising from specified events of bankruptcy or insolvency, all outstanding obligations under the SFFC Facility Documents will become due and payable immediately without further action or notice. As is customary in such financings, the lenders may terminate their

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commitments, accelerate the repayment of amounts outstanding and exercise other remedies upon the occurrence of an event of default, subject, in certain instances, to the expiration of an applicable cure period.

New Loan Tranche Under Secured Term Loan Facility

On September 30, 2013, SFC, SFFC and the Subsidiary Guarantors entered into an incremental facility joinder agreement with Bank of America, N.A., as lender, administrative agent and collateral agent, establishing the New Loan Tranche. SFFC remains the borrower of the loans made under the New Loan Tranche, and the proceeds of such loans will be used to make a voluntary prepayment of the initial loans made under the Secured Term Loan. The New Loan Tranche is guaranteed by SFC and by the Subsidiary Guarantors, and the New Loan Tranche is secured by the same collateral as, and on a pro rata basis with, the initial loans under the Secured Term Loan. The remainder of the terms and provisions of the New Loan Tranche are substantially the same as the terms and provisions of the Secured Term Loan, except for the following: (i) the maturity date of the loans made under the New Loan Tranche will be six years after the date such loans are made; (ii) with respect to Eurodollar rate loans, the loans under the New Loan Tranche will have an interest rate margin over LIBOR of 3.50%, subject to a LIBOR floor of 1.25%, and with respect to base rate loans, the loans under the New Loan Tranche will have an interest rate margin over the base rate of 2.50%; (iii) a covenant was added to the Credit Agreement restricting SFC or any of its subsidiaries from (x) exercising their option to allocate prepayments to the loans under the New Loan Tranche until the initial loans under the Secured Term Loan have been paid in full and (y) at any time prior to the first anniversary of the date the loans under the New Loan Tranche are made, (A) incurring any institutional term loan financing (including through any waiver, consent or amendment of the New Loan Tranche) for the primary purpose of prepaying or refinancing the New Loan Tranche and having a lower weighted average yield to maturity than the weighted average yield to maturity of the New Loan Tranche (a “repricing transaction”) or (B) exercising their option under the mandatory prepayment section of the Credit Agreement to prepay loans under the New Loan Tranche in connection with a repricing transaction in lieu of pledging additional borrowing base collateral or making additional intercompany loans to Subsidiary Guarantors, unless, in each case, the applicable repayment is made at 101.0% of the principal amount of the loans under the New Loan Tranche so repaid; (iv) after the repayment in full of the initial loans under the Secured Term Loan, the borrowing base formula will be modified to increase the amount and expand the categories of assets eligible for inclusion in the borrowing base; and (v) after the repayment in full of the initial loans under the Secured Term Loan, certain restrictions contained in the negative covenants under the Credit Agreement will be revised to provide for more flexibility for SFC and its subsidiaries.

Unsecured Indebtedness

6.00% Notes Indenture

On May 29, 2013, SFC issued $300 million in aggregate principal amount of 6.00% Senior Notes due 2020 under an indenture, dated as of May 29, 2013 (the “6.00% Notes Indenture”), between SFC and Wilmington Trust, National Association, as trustee.

The notes will mature on June 1, 2020 and bear interest at a rate of 6.00% per annum, payable semiannually in arrears on June 1 and December 1 of each year, beginning on December 1, 2013. The notes are SFC’s senior unsecured obligations and rank equally in right of payment to all of SFC’s other existing unsubordinated indebtedness. The notes are not guaranteed by any of SFC’s subsidiaries or other affiliates of SFC. The notes are effectively subordinated to all of SFC’s secured obligations to the extent of the value of the assets securing such obligations and structurally subordinated to any existing and future obligations of SFC’s subsidiaries with respect to claims against the assets of such subsidiaries.

The notes may be redeemed at any time and from time to time, at the option of SFC, in whole or in part at a “make-whole” redemption price specified in the 6.00% Notes Indenture. The notes will not have the benefit of any sinking fund.

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The 6.00% Notes Indenture contains covenants that, among other things: (1) limit SFC’s ability to create liens on assets; and (2) restrict SFC’s ability to consolidate, merge or sell its assets. The 6.00% Notes Indenture also provides for customary events of default which, if any of them occurs, would permit or require the principal of and accrued interest on the notes to become or to be declared due and payable.

7.75% Notes Indenture

On September 24, 2013, SFC issued $650 million in aggregate principal amount of 7.75% Senior Notes due 2021 under an indenture, dated as of September 24, 2013 (the “7.75% Notes Indenture”), between SFC and Wilmington Trust, National Association, as trustee.

The notes will mature on October 1, 2021 and bear interest at a rate of 7.75% per annum, payable semiannually in arrears on April 1 and October 1 of each year, beginning on April 1, 2014. The notes are SFC’s senior unsecured obligations and rank equally in right of payment to all of SFC’s other existing unsubordinated indebtedness. The notes are not guaranteed by any of SFC’s subsidiaries or other affiliates of SFC. The notes are effectively subordinated to all of SFC’s secured obligations to the extent of the value of the assets securing such obligations and structurally subordinated to any existing and future obligations of SFC’s subsidiaries with respect to claims against the assets of such subsidiaries.

The notes may be redeemed at any time and from time to time, at the option of SFC, in whole or in part at a “make-whole” redemption price specified in the 7.75% Notes Indenture. The notes will not have the benefit of any sinking fund. The 7.75% Notes Indenture contains covenants that, among other things: (1) limit SFC’s ability to create liens on assets; and (2) restrict SFC’s ability to consolidate, merge or sell its assets. The 7.75% Notes Indenture also provides for customary events of default which, if any of them occurs, would permit or require the principal of and accrued interest on the notes to become or to be declared due and payable.

8.25% Notes Indenture

On September 24, 2013, SFC issued $300 million in aggregate principal amount of 8.25% Senior Notes due 2023 under an indenture, dated as of September 24, 2013 (the “8.25% Notes Indenture”), between SFC and Wilmington Trust, National Association, as trustee.

The notes will mature on October 1, 2021 and bear interest at a rate of 8.25% per annum, payable semiannually in arrears on April 1 and October 1 of each year, beginning on April 1, 2014. The notes are SFC’s senior unsecured obligations and rank equally in right of payment to all of SFC’s other existing unsubordinated indebtedness. The notes are not guaranteed by any of SFC’s subsidiaries or other affiliates of SFC. The notes are effectively subordinated to all of SFC’s secured obligations to the extent of the value of the assets securing such obligations and structurally subordinated to any existing and future obligations of SFC’s subsidiaries with respect to claims against the assets of such subsidiaries.

The notes may be redeemed at any time and from time to time, at the option of SFC, in whole or in part at a “make-whole” redemption price specified in the 8.25% Notes Indenture. The notes will not have the benefit of any sinking fund. The 8.25% Notes Indenture contains covenants that, among other things: (1) limit SFC’s ability to create liens on assets; and (2) restrict SFC’s ability to consolidate, merge or sell its assets. The 8.25% Notes Indenture also provides for customary events of default which, if any of them occurs, would permit or require the principal of and accrued interest on the notes to become or to be declared due and payable.

Senior Indenture

As of June 30, 2013, there was $4.9 billion aggregate principal amount of notes issued and outstanding under the senior indenture (the “Senior Indenture”), by and between SFC and Citibank, N.A., as trustee. The rate of interest of the notes issued and outstanding under the Senior Indenture ranged from 4.95% to 7.50% as of June 30, 2013, and the maturity of such outstanding notes ranged from 2013 to 2017. The outstanding notes are

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unsecured and rank senior to all of SFC’s existing and future subordinated indebtedness and equally with all of SFC’s existing and future unsecured indebtedness.

The covenants and events of default under the Senior Indenture are substantially the same as those in the 6.00% Notes Indenture.

Junior Subordinated Indenture

As of June 30, 2013, SFC had $350 million aggregate principal amount of 60-year junior subordinated debentures (the “debentures”) outstanding under an indenture dated January 22, 2007 (the “Junior Subordinated Indenture”), by and between SFC and Deutsche Bank Trust Company, as trustee. The debentures bear interest at 6.00% per year. SFC can redeem the debentures at par beginning in January 2017.

The Junior Subordinated Indenture restricts SFC’s ability to sell or convey all or substantially all of its assets, unless the transferee assumes SFC’s obligations and covenants under the Junior Subordinated Indenture. The Junior Subordinated Indenture provides for customary events of default, including: payment defaults; bankruptcy and insolvency; and upon admission by SFC in writing of its inability to pay its debts generally as they become due or that it has taken corporate action with regard to the commencement of voluntary bankruptcy or insolvency proceedings. In the case of an event of default arising from certain events of bankruptcy or insolvency, all outstanding debentures will become due and payable immediately without further action or notice. If any other event of default occurs and is continuing, the trustee or the holders of at least 25% in aggregate principal amount of the then outstanding debentures may declare all the debentures to be due and payable immediately.

Further, pursuant to the terms of the Junior Subordinated Indenture, SFC, upon the occurrence of a mandatory trigger event, is required to defer interest payments to the holders of the debentures (and not make dividend payments to SFI) unless SFC obtains non-debt capital funding in an amount equal to all accrued and unpaid interest on the debentures otherwise payable on the next interest payment date and pays such amount to the holders of the debentures. A mandatory trigger event occurs if SFC’s (1) tangible equity to tangible managed assets is less than 5.5% or (2) average fixed charge ratio is not more than 1.10x for the trailing four quarters (where the fixed charge ratio equals earnings excluding income taxes, interest expense, extraordinary items, goodwill impairment, and any amounts related to discontinued operations, divided by the sum of interest expense and any preferred dividends).

Based upon SFC’s financial results for the twelve months ended March 31, 2013, a mandatory trigger event occurred under SFC’s hybrid debt with respect to the hybrid debt’s semi-annual payment due in July 2013 due to the average fixed charge ratio being 0.76x (while the tangible equity to tangible managed assets ratio was 8.69%). On July 10, 2013, SFC issued one share of SFC common stock to SFI for $10.5 million to satisfy the July 2013 interest payments required by the Junior Subordinated Indenture.

Euro Notes

As of June 30, 2013, SFC had $416.6 million aggregate principal amount of its 4.125% Notes due 2013 issued and outstanding under the Trust Deed, dated November 29, 2006 (the “November 2006 Trust Deed”), by and between SFC and Citicorp Trustee Company Limited, as trustee. The notes will mature on November 29, 2013 and bear interest at a rate of 4.125% per annum, payable annually on November 29. The notes are SFC’s senior unsecured obligations and rank equally in right of payment to all of SFC’s other existing unsubordinated indebtedness. The notes are not guaranteed by any of SFC’s subsidiaries or other affiliates of SFC. The notes are effectively subordinated to all of SFC’s secured obligations to the extent of the value of the assets securing such obligations and structurally subordinated to any existing and future obligations of SFC’s subsidiaries with respect to claims against the assets of such subsidiaries.

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The notes are not redeemable with the exception of certain taxation reasons as specified in the November 2006 Trust Deed. The notes will not have the benefit of any sinking fund.

The November 2006 Trust Deed contains certain affirmative and negative covenants. The negative covenants limit SFC’s ability to create liens on assets. The November 2006 Trust Deed also provides for customary events of default, including: payment defaults; failure by SFC to comply with covenants or warranties; cross-defaults to SFC’s material indebtedness; and bankruptcy and insolvency.

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DESCRIPTION OF CAPITAL STOCK

The following descriptions are summaries of the material terms of our restated certificate of incorporation and amended and restated bylaws. These descriptions contain all information which we consider to be material, but may not contain all of the information that is important to you. To understand them fully, you should read our restated certificate of incorporation and amended and restated bylaws, copies of which are filed with the SEC as exhibits to the registration statement of which this prospectus is a part.

Please note that, with respect to any of our shares held in book-entry form through The Depository Trust Company or any other share depositary, the depositary or its nominee will be the sole registered and legal owner of those shares, and references in this prospectus to any “stockholder” or “holder” of those shares means only the depositary or its nominee. Persons who hold beneficial interests in our shares through a depositary will not be registered or legal owners of those shares and will not be recognized as such for any purpose. For example, only the depositary or its nominee will be entitled to vote the shares held through it, and any dividends or other distributions to be paid, and any notices to be given, in respect of those shares will be paid or given only to the depositary or its nominee. Owners of beneficial interests in those shares will have to look solely to the depositary with respect to any benefits of share ownership, and any rights they may have with respect to those shares will be governed by the rules of the depositary, which are subject to change from time to time. We have no responsibility for those rules or their application to any interests held through the depositary.

Under our restated certificate of incorporation, our authorized capital stock consists of:

— 2,000,000,000 shares of common stock, par value $0.01 per share; and

— 300,000,000 preferred shares, par value $0.01 per share.

Upon completion of this offering, there will be outstanding             shares of common stock after giving effect to the              for 1 stock split, (which will be effective prior to the completion of this offering), and assuming no exercise of the underwriters’ overallotment option, and no outstanding shares of preferred stock.

The following is a description of the material terms of our restated certificate of incorporation and amended and restated bylaws. We refer you to our restated certificate of incorporation and amended and restated bylaws, copies of which have been filed with the SEC as exhibits to our registration statement of which this prospectus forms a part.

Common Stock

Each holder of common stock is entitled to one vote for each share of common stock held on all matters submitted to a vote of stockholders. Except as provided with respect to any other class or series of stock, the holders of our common stock will possess the exclusive right to vote for the election of directors and for all other purposes. Our restated certificate of incorporation does not provide for cumulative voting in the election of directors, which means that the holders of a majority of the outstanding shares of common stock can elect all of the directors standing for election, and the holders of the remaining shares are not able to elect any directors.

Subject to any preference rights of holders of any preferred stock that we may issue in the future, holders of our common stock are entitled to receive dividends, if any, declared from time to time by our board of directors out of legally available funds. In the event of our liquidation, dissolution or winding up, the holders of our common stock are entitled to share ratably in all assets remaining after the payment of liabilities, subject to any rights of holders of our preferred stock prior to distribution.

Holders of our common stock have no preemptive, subscription, redemption or conversion rights. Any shares of common stock sold under this prospectus will be validly issued, fully paid and nonassessable upon issuance against full payment of the purchase price for such shares.

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Preferred Stock

Our board of directors has the authority, without action by our stockholders, to issue preferred stock and to fix voting powers for each class or series of preferred stock, and to provide that any class or series may be subject to redemption, entitled to receive dividends, entitled to rights upon dissolution, or convertible or exchangeable for shares of any other class or classes of capital stock. The rights with respect to a series or class of preferred stock may be greater than the rights attached to our common stock. It is not possible to state the actual effect of the issuance of any shares of our preferred stock on the rights of holders of our common stock until our board of directors determines the specific rights attached to that preferred stock. The effect of issuing preferred stock could include, among other things, one or more of the following:

— restricting dividends in respect of our common stock;

— diluting the voting power of our common stock or providing that holders of preferred stock have the right to vote on matters as a class;

— impairing the liquidation rights of our common stock; or

— delaying or preventing a change of control of us.

Regulations Concerning Change of Control

Certain of the states in which we are licensed to originate loans and the state in which our insurance subsidiaries are domiciled (Indiana) have laws or regulations which require regulatory approval for the acquisition of “control” of regulated entities. Under some state laws or regulations applicable to licensing, there exists a presumption of “control” when an acquiring party acquires as little as 5% or 10% of the voting securities of a regulated entity or of a company which itself controls (directly or indirectly) a regulated entity (the threshold is 10% under Indiana’s insurance statutes). Therefore, any person acquiring 5% or more of our common stock may need the prior approval of some state insurance and/or licensing regulators, or a determination from such regulators that “control” has not been acquired.

Stockholders Agreement

For a description of the Stockholders Agreement that we have entered into with the Initial Stockholder, see “Certain Relationships and Related Party Transactions—Stockholders Agreement.”

Anti-Takeover Effects of Delaware Law, Our Restated Certificate of Incorporation and Amended and Restated Bylaws

The following is a summary of certain provisions of our restated certificate of incorporation and amended and restated bylaws that may be deemed to have an anti-takeover effect and may delay, deter or prevent a tender offer or takeover attempt that a stockholder might consider to be in its best interest, including those attempts that might result in a premium over the market price for the shares held by stockholders.

Authorized but Unissued Shares

The authorized but unissued shares of our common stock and our preferred stock will be available for future issuance without obtaining stockholder approval. These additional shares may be utilized for a variety of corporate purposes, including future public offerings to raise additional capital, corporate acquisitions and employee benefit plans. The existence of authorized but unissued shares of our common stock and preferred stock could render more difficult or discourage an attempt to obtain control over us by means of a proxy contest, tender offer, merger or otherwise.

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Delaware Business Combination Statute

We are organized under Delaware law. Some provisions of Delaware law may delay or prevent a transaction that would cause a change in our control.

Our restated certificate of incorporation provides that Section 203 of the Delaware General Corporation Law, as amended (the “DGCL”), an anti-takeover law, will not apply to us; however, our restated certificate of incorporation contains similar provisions providing that we may not engage in certain “business combinations” with any “interested stockholder” for a three-year period following the time that the stockholder became an interested stockholder, unless:

— prior to such time, our board of directors approved either the business combination or the transaction which resulted in the stockholder becoming an interested stockholder;

— upon consummation of the transaction which resulted in the stockholder becoming an interested stockholder, the interested stockholder owned at least 85% of our voting stock outstanding at the time the transaction commenced, excluding certain shares; or

— at or subsequent to that time, the business combination is approved by our board of directors and authorized at an annual or special meeting of stockholders and not by written consent by the affirmative vote of holders of at least 66  ²/₃% of the outstanding voting stock that is not owned by the interested stockholder.

Generally, a “business combination” includes a merger, asset or stock sale or other transaction resulting in a financial benefit to the interested stockholder. Subject to certain exceptions, an “interested stockholder” is a person who, together with that person’s affiliates and associates, owns, or within the previous three years owned, 15% or more of our voting stock.

Under certain circumstances, this provision will make it more difficult for a person who would be an “interested stockholder” to effect various business combinations with a corporation for a three-year period. This provision may encourage companies interested in acquiring our company to negotiate in advance with our board of directors because the stockholder approval requirement would be avoided if our board of directors approves either the business combination or the transaction which results in the stockholder becoming an interested stockholder. These provisions also may have the effect of preventing changes in our board of directors and may make it more difficult to accomplish transactions which stockholders may otherwise deem to be in their best interests.

Our restated certificate of incorporation provides that Fortress and certain of its affiliates, and any group as to which such persons are a party or any transferee of any such person or group of persons, will not constitute “interested stockholders” for purposes of this provision.

Other Provisions of Our Restated Certificate of Incorporation and Amended and Restated Bylaws

Our restated certificate of incorporation provides for a staggered board of directors consisting of three classes of directors. Directors of each class are chosen for three-year terms upon the expiration of their current terms and each year one class of our directors will be elected by our stockholders. The terms of the first, second and third classes will expire in 2014, 2015, and 2016, respectively. We believe that classification of our board of directors will help to assure the continuity and stability of our business strategies and policies as determined by our board of directors. Additionally, there is no cumulative voting in the election of directors. This classified board provision could have the effect of making the replacement of incumbent directors more time consuming and difficult. At least two annual meetings of stockholders, instead of one, will generally be required to effect a change in a majority of our board of directors. Thus, the classified board provision could increase the likelihood that incumbent directors will retain their positions. The staggered terms of directors may delay, defer, or prevent a tender offer or an attempt to change control of us, even though a tender offer or change in control might be believed by our stockholders to be in their best interest. In addition, our restated certificate of incorporation and

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amended and restated bylaws provide that directors may be removed only for cause and only with the affirmative vote of at least 80% of the voting interest of stockholders entitled to vote; provided, however, that for so long as Fortress and certain of its affiliates and permitted transferees beneficially own, directly or indirectly, at least 20% of our issued and outstanding common stock (including Fortress’ proportionate interest in shares of our common stock held by the Initial Stockholder), directors may be removed with or without cause with the affirmative vote of a majority of the voting interest of stockholders entitled to vote. Pursuant to our restated certificate of incorporation, shares of our preferred stock may be issued from time to time, and the board of directors is authorized to determine and alter all rights, preferences, privileges, qualifications, limitations and restrictions without limitation. See “—Preferred Stock.”

Ability of our Stockholders to Act

Our restated certificate of incorporation and amended and restated bylaws do not permit our stockholders to call special stockholders meetings; provided, however, that for so long as Fortress and certain of its affiliates and permitted transferees beneficially own at least 20% of our issued and outstanding common stock (including Fortress’ proportionate interest in shares of our common stock held by the Initial Stockholder), any stockholders that collectively beneficially own at least 20% of our issued and outstanding common stock may call special meetings of our stockholders. Written notice of any special meeting so called shall be given to each stockholder of record entitled to vote at such meeting not less than 10 or more than 60 days before the date of such meeting, unless otherwise required by law.

Under our restated certificate of incorporation and amended and restated bylaws, any action required or permitted to be taken at a meeting of our stockholders may be taken without a meeting by written consent of a majority of our stockholders for so long as Fortress and certain of its affiliates and permitted transferees beneficially own, directly or indirectly, at least 20% of our issued and outstanding common stock (including Fortress’ proportionate interest in shares of our common stock held by the Initial Stockholder). After Fortress and certain of its affiliates and permitted transferees, beneficially own, directly or indirectly, less than 20% of our issued and outstanding stock (including Fortress’ proportionate interest in shares of our common stock held by the Initial Stockholder), only action by unanimous written consent of our stockholders can be taken without a meeting.

Our amended and restated bylaws provide that nominations of persons for election to our board of directors may be made at any annual meeting of our stockholders, or at any special meeting of our stockholders called for the purpose of electing directors, (a) by or at the direction of our board of directors or (b) by any of our stockholders. In addition to any other applicable requirements, for a nomination to be properly brought by a stockholder, such stockholder must have given timely notice thereof in proper written form to our Secretary of the Company. To be timely, a stockholder’s notice must be delivered to or mailed and received at our principal executive offices (a) in the case of an annual meeting of stockholders, not less than 90 days nor more than 120 days prior to the anniversary date of the immediately preceding annual meeting of stockholders; provided, however, that in the event that the annual meeting is called for a date that is not within 30 days before or after such anniversary date, notice by a stockholder in order to be timely must be so received not later than the close of business on the tenth day following the day on which such notice of the date of the annual meeting was mailed or such public disclosure of the date of the annual meeting was made, whichever first occurs; and (b) in the case of a special meeting of our stockholders called for the purpose of electing directors, not later than the close of business on the tenth day following the day on which notice of the date of the special meeting was mailed or public disclosure of the date of the special meeting was made, whichever first occurs.

Our amended and restated bylaws provide that no business may be transacted at any annual meeting of our stockholders, other than business that is either (a) specified in the notice of meeting given by or at the direction of our board of directors, (b) otherwise properly brought before the annual meeting by or at the direction of our board of directors, or (c) otherwise properly brought by any of our stockholders. In addition to any other applicable requirements, for business to be properly brought before an annual meeting by a stockholder, such stockholder must have given timely notice thereof in proper written form to our Secretary. To be timely, a stockholder’s notice must be delivered to or mailed and received at our principal executive offices not less than 90

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days nor more than 120 days prior to the anniversary date of the immediately preceding annual meeting of stockholders; provided, however, that in the event that the annual meeting is called for a date that is not within 30 days before or after such anniversary date, notice by a stockholder in order to be timely must be so received not later than the close of business on the tenth day following the day on which such notice of the date of the annual meeting was mailed or such public disclosure of the date of the annual meeting was made, whichever first occurs.

Forum Selection Clause

Our restated certificate of incorporation provides that, unless we consent in writing to the selection of an alternative forum, the Court of Chancery of the State of Delaware will be the sole and exclusive forum for (i) any derivative action or proceeding brought on our behalf, (ii) any action asserting a claim of breach of a fiduciary duty owed by any of our directors, officers, employees or agents or our stockholders, (iii) any action asserting a claim arising pursuant to any provision of the DGCL or (iv) any action asserting a claim governed by the internal affairs doctrine, in each such case subject to said Court of Chancery having personal jurisdiction over the indispensable parties named as defendants therein. In the event that the Court of Chancery lacks jurisdiction over any such action or proceeding, our restated certificate of incorporation provides that the sole and exclusive forum for such action or proceeding will be another state or federal court located within the State of Delaware. Our restated certificate of incorporation further provides that any person or entity purchasing or otherwise acquiring any interest in shares of our capital stock is deemed to have notice of and consented to the foregoing provision. Any person or entity purchasing or otherwise acquiring any interest in shares of our capital stock will be deemed to have notice of and consented to the forum selection clause.

Limitations on Liability and Indemnification of Directors and Officers

Our restated certificate of incorporation provides that our directors will not be personally liable to us or our stockholders for monetary damages for breach of a fiduciary duty as a director, except for the following (to the extent such exemption is not permitted under the DGCL, as amended from time to time):

— any breach of the director’s duty of loyalty to us or our stockholders;

— intentional misconduct or a knowing violation of law;

— liability under Delaware corporate law for an unlawful payment of dividends or an unlawful stock purchase or redemption of stock; or

— any transaction from which the director derives an improper personal benefit.

Our restated certificate of incorporation and amended and restated bylaws provide that we must indemnify our directors and officers to the fullest extent permitted by law. We are also expressly authorized to advance certain expenses (including attorneys’ fees and disbursements and court costs) to our directors and officers and carry directors’ and officers’ insurance providing indemnification for our directors and officers for some liabilities. We believe that these indemnification provisions and insurance are useful to attract and retain qualified directors and executive officers.

Prior to the completion of this offering, we intend to enter into separate indemnification agreements with each of our directors and executive officers. Each indemnification agreement will provide, among other things, for indemnification to the fullest extent permitted by law and our restated certificate of incorporation against (i) any and all expenses and liabilities, including judgments, fines, penalties and amounts paid in settlement of any claim with our approval and counsel fees and disbursements, (ii) any liability pursuant to a loan guarantee, or otherwise, for any of our indebtedness, and (iii) any liabilities incurred as a result of acting on our behalf (as a fiduciary or otherwise) in connection with an employee benefit plan. The indemnification agreements will provide for the advancement or payment of all expenses to the indemnitee and for reimbursement to us if it is found that such indemnitee is not entitled to such indemnification under applicable law and our restated certificate of incorporation.

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These provisions and agreements may have the practical effect in some cases of eliminating our stockholders’ ability to collect monetary damages from our directors and executive officers.

Corporate Opportunity

Under our restated certificate of incorporation, to the extent permitted by law:

— Fortress and AIG and their respective affiliates, including the Initial Stockholder, have the right to and have no duty to abstain from, exercising such right to, engage or invest in the same or similar business as us, do business with any of our clients, customers or vendors or employ or otherwise engage any of our officers, directors or employees;

— if Fortress or AIG or their respective affiliates, including the Initial Stockholder, or any of their officers, directors or employees acquire knowledge of a potential transaction that could be a corporate opportunity, they have no duty to offer such corporate opportunity to us, our stockholders or affiliates;

— we have renounced any interest or expectancy in, or in being offered an opportunity to participate in, such corporate opportunities; and

— in the event that any of our directors and officers who is also a director, officer, or employee of any of Fortress or AIG or their respective affiliates, including the Initial Stockholder, acquires knowledge of a corporate opportunity or is offered a corporate opportunity, provided that this knowledge was not acquired solely in such person’s capacity as our director or officer and such person acted in good faith, then such person is deemed to have fully satisfied such person’s fiduciary duty and is not liable to us if any of Fortress or AIG or their respective affiliates, including the Initial Stockholder, pursues or acquires such corporate opportunity or if such person did not present the corporate opportunity to us.

Transfer Agent

The registrar and transfer agent for our common stock is American Stock Transfer & Trust Company, LLC.

Listing

Our common stock has been approved for listing on the NYSE under the symbol “LEAF.”

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SHARES ELIGIBLE FOR FUTURE SALE

Prior to this offering, there has been no public market for our common stock, and we cannot predict the effect, if any, that sales of shares or availability of any shares for sale will have on the market price of our common stock prevailing from time to time. Sales of substantial amounts of common stock (including shares issued on the exercise of options, warrants or convertible securities, if any) or the perception that such sales could occur, could adversely affect the market price of our common stock and our ability to raise additional capital through a future sale of securities.

Upon completion of this offering, we will have             shares of common stock issued and outstanding (or a maximum of             shares if the underwriters exercise their overallotment option in full). All of the shares of our common stock sold by us and the selling stockholders in this offering (or             shares if the underwriters exercise their overallotment option in full) will be freely tradable without restriction or further registration under the Securities Act unless such shares are purchased by “affiliates” as that term is defined in Rule 144 under the Securities Act. Upon completion of this offering, approximately         % of our outstanding common stock will be held by the Initial Stockholder. These shares will be “restricted securities” as that phrase is defined in Rule 144. Subject to certain contractual restrictions, including the lock-up agreements described below, holders of restricted shares will be entitled to sell those shares in the public market if they qualify for an exemption from registration under Rule 144 or any other applicable exemption under the Securities Act. Subject to the lock-up agreements described below and the provisions of Rules 144 and 701, additional shares will be available for sale as set forth below.

Lock-Up Agreements

We and our executive officers, directors (including the selling stockholders) and the Initial Stockholder have agreed with the underwriters that, subject to certain exceptions, for a period of 180 days after the date of this prospectus, we and they will not directly or indirectly offer, pledge, sell, contract to sell, sell any option or contract to purchase or otherwise dispose of any common stock or any securities convertible into or exercisable or exchangeable for common stock, or in any manner transfer all or a portion of the economic consequences associated with the ownership of common stock, or cause a registration statement covering any common stock to be filed, without the prior written consent of Merrill Lynch, Pierce, Fenner & Smith Incorporated. See “Underwriting.” Merrill Lynch, Pierce, Fenner & Smith Incorporated may waive these restrictions at its discretion.

The 180-day restricted period described in the preceding paragraph will be automatically extended if (i) during the last 17 days of the 180-day restricted period we issue an earnings release or announce material news or a material event relating to us occurs or (ii) prior to the expiration of the 180-day restricted period, we announce that we will release earnings results during the 16-day period beginning on the last day of the 180-day restricted period, in which case the restrictions described in the preceding paragraph will continue to apply until the expiration of the 18-day period beginning on the issuance of the earnings release or the occurrence of the material news or material event, unless Merrill Lynch, Pierce, Fenner & Smith Incorporated provides a written waiver of such extension. Merrill Lynch, Pierce, Fenner & Smith Incorporated has no present intent or arrangement to release any of the securities subject to these lock-up agreements. The release of any lock-up is considered on a case-by-case basis. Factors in deciding whether to release shares may include the length of time before the lock-up expires, the number of shares involved, the reason for the requested release, market conditions, the trading price of our common stock, historical trading volumes of our common stock and whether the person seeking the release is an officer, director or affiliate of the Company.

Rule 144

In general, under Rule 144 under the Securities Act, a person (or persons whose shares are aggregated) who is not deemed to have been an affiliate of ours at any time during the three months preceding a sale, and who has beneficially owned restricted securities within the meaning of Rule 144 for at least six months (including any period of consecutive ownership of preceding non-affiliated holders) would be entitled to sell those shares,

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subject only to the availability of current public information about us. A non-affiliated person who has beneficially owned restricted securities within the meaning of Rule 144 for at least one year would be entitled to sell those shares without regard to the provisions of Rule 144.

A person (or persons whose shares are aggregated) who is deemed to be an affiliate of ours and who has beneficially owned restricted securities within the meaning of Rule 144 for at least six months would be entitled to sell within any three-month period a number of shares that does not exceed the greater of one percent of the then outstanding shares of our common stock or the average weekly trading volume of our common stock reported through the NYSE during the four calendar weeks preceding such sale. Such sales are also subject to certain manner of sale provisions, notice requirements and the availability of current public information about us.

Rule 701

In general, under Rule 701 of the Securities Act, most of our employees, consultants or advisors who purchased shares from us in connection with a qualified compensatory stock plan or other written agreement are eligible to resell those shares 90 days after the date of this prospectus in reliance on Rule 144, but without compliance with the holding period or certain other restrictions contained in Rule 144.

Registration Rights

Pursuant to the Stockholders Agreement, the Initial Stockholder and certain of its affiliates and permitted third party transferees will have the right, in certain circumstances, to require us to register their shares of our common stock under the Securities Act for sale into the public markets at any time following the expiration of the 180-day lock-up period described above. The Initial Stockholder and certain of its affiliates and permitted third party transferees will also be entitled to piggyback registration rights with respect to any future registration statement that we file for an underwritten public offering of our securities. Upon the effectiveness of such a registration statement, all shares covered by the registration statement will be freely transferable. If these rights are exercised and the Initial Stockholder sells a large number of shares of common stock, the market price of our common stock could decline. See “Certain Relationships and Related Party Transactions—Stockholders Agreement” for a more detailed description of these registration rights.

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UNITED STATES FEDERAL INCOME TAX CONSIDERATIONS FOR NON-U.S. HOLDERS OF COMMON STOCK

The following is a summary of the U.S. federal income tax considerations generally applicable to non-U.S. holders (as defined below) of the purchase, ownership and disposition of our common stock. The following summary is based on current provisions of the Internal Revenue Code of 1986, as amended, or the Code, Treasury regulations and judicial and administrative authority, all of which are subject to change or differing interpretation, possibly with retroactive effect. State, local, estate and foreign tax consequences are not summarized, nor are tax consequences to special classes of investors including, but not limited to, certain former citizens and former long-term residents of the United States, a “controlled foreign corporation,” a “passive foreign investment company,” a corporation that accumulates earnings to avoid U.S. federal income tax, a partnership or other “pass through” entity or an investor in any such entity, a tax-exempt organization, a bank or other financial institution, a broker, dealer or trader in securities, commodities or currencies, a person holding our common stock as part of a hedging, conversion, straddle, constructive sale or other risk reduction transaction or an insurance company. Tax consequences may vary depending upon the particular status of an investor. The summary is limited to non-U.S. Holders who purchase our common stock for cash and will hold our common stock as “capital assets” (generally, property held for investment). Each potential investor should consult its tax advisor as to the U.S. federal, state, local, foreign and any other tax consequences of the purchase, ownership and disposition of our common stock.

For purposes of this summary, the term “non-U.S. holder” means a beneficial owner of our common stock (other than a partnership or other pass-through entity) that is not a citizen or individual resident of the United States, a corporation (or other entity treated as a corporation for U.S. federal income tax purposes) organized in the United States or under the laws of the United States, any state thereof or the District of Columbia, an estate the income of which is subject to U.S. federal income taxation regardless of its source, or a trust if (i) a court within the United States is able to exercise primary supervision over the administration of the trust and one or more U.S. persons have the authority to control all substantial decisions of the trust, or (ii) the trust has a valid election in effect to be treated as a U.S. person.

If a partnership (including any entity or arrangement treated as a partnership for U.S. federal income tax purposes) holds our common stock, the tax treatment of a partner in the partnership will generally depend upon the status of the partner and the activities of the partnership. If you are treated as a partner in a partnership holding our common stock, you should consult your tax advisor as to the particular U.S. federal income tax consequences applicable to you.

Distributions

Distributions with respect to our common stock will be treated as dividends to the extent paid from our current or accumulated earnings and profits as determined for U.S. federal income tax purposes. If a distribution exceeds our current and accumulated earnings and profits, the excess will be treated first as a return of capital to the extent of a holder’s adjusted tax basis in our common stock and thereafter as capital gain from the sale or exchange of such common stock, subject to the tax treatment described below in “—Dispositions.”

Generally, distributions treated as dividends paid to a non-U.S. holder with respect to our common stock will be subject to a 30% U.S. withholding tax, or such lower rate as may be specified by an applicable income tax treaty. Distributions treated as dividends that are effectively connected with such non-U.S. holder’s conduct of a trade or business within the United States (and, if required by an applicable tax treaty, are attributable to a U.S. permanent establishment of such non-U.S. holder) are generally subject to U.S. federal income tax on a net income basis and are exempt from the 30% withholding tax (assuming compliance with certain certification requirements). Any such effectively connected distributions received by a non-U.S. holder that is a corporation may also, under certain circumstances, be subject to an additional “branch profits tax” at a rate of 30% (or lower applicable treaty rate).

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To claim the benefit of an applicable tax treaty or an exemption from withholding because the income is effectively connected with the non-U.S. holder’s conduct of a trade or business in the United States, a non-U.S. holder generally will be required to provide a properly executed IRS Form W-8BEN (if the holder is claiming the benefits of an income tax treaty) or Form W-8ECI (for income effectively connected with a trade or business in the United States) or other suitable form. Non-U.S. holders should consult their tax advisors regarding their entitlement to benefits under a relevant tax treaty.

Dispositions

A non-U.S. holder generally will not be subject to U.S. federal income or withholding tax with respect to gain realized on the sale, exchange or other disposition of our common stock unless (i) the gain is effectively connected with such non-U.S. holder’s conduct of a trade or business within the United States (and, if required by an applicable tax treaty, is attributable to a U.S. permanent establishment of such non-U.S. holder) (ii) in the case of a non-U.S. holder that is a non-resident alien individual, such non-U.S. holder is present in the United States for 183 or more days in the taxable year of disposition and certain other requirements are met, or (iii) we are or have been a “United States real property holding corporation” at any time within the shorter of the five-year period ending on the date of such sale, exchange, or other taxable disposition or the period that such non-U.S. holder held our common stock and either (a) our common stock was not regularly traded on an established securities market at any time during the calendar year in which the sale, exchange or other disposition occurs, or (b) such non-U.S. holder owns or owned (actually or constructively) more than five percent of our common stock at any time during the shorter of the two periods mentioned above.

If gain or loss is effectively connected with a non-U.S. holder’s conduct of a trade or business within the United States (and, if required by an applicable tax treaty, is attributable to a U.S. permanent establishment of such non-U.S. Holder), gain or loss on the disposition of our common stock will be recognized in an amount equal to the difference between the amount of cash and the fair market value of any other property received for the common stock and the non-U.S. holder’s basis in the common stock. Such gain or loss generally will be capital gain or loss and will be long-term capital gain or loss if the common stock has been held for more than one year. In the case of a non-U.S. holder that is a foreign corporation, such gain may also be subject to an additional branch profits tax at a rate of 30% (or a lower applicable treaty rate). If a non-U.S. holder is an individual that is present in the United States for 183 or more days in the taxable year of disposition and certain other requirements are met, the non-U.S. holder generally will be subject to a flat income tax at a rate of 30% (or lower applicable treaty rate) on any capital gain recognized on the disposition of our common stock, which may be offset by certain U.S. source capital losses. We have determined that we are not currently a United States real property holding corporation.

Foreign Account Tax Compliance Act

Legislation enacted in 2010 and existing guidance issued thereunder will require, after June 30, 2014, withholding at a rate of 30% on dividends in respect of, and, after December 31, 2016, gross proceeds from the sale of, our common stock held by or through certain foreign financial institutions (including investment funds), unless such institution enters into an agreement with the Treasury to report, on an annual basis, information with respect to interests in, and accounts maintained by, the institution to the extent such interests or accounts are held by certain U.S. persons and by certain non-U.S. entities that are wholly or partially owned by U.S. persons and to withhold on certain payments. An intergovernmental agreement between the United States and an applicable foreign country, or future Treasury regulations or other guidance, may modify these requirements. Accordingly, the entity through which our common stock is held will affect the determination of whether such withholding is required. Similarly, dividends in respect of, and gross proceeds from the sale of, our common stock held by an investor that is a non-financial non-U.S. entity that does not qualify under certain exemptions will be subject to withholding at a rate of 30%, unless such entity either (i) certifies to us that such entity does not have any “substantial United States owners” or (ii) provides certain information regarding the entity’s “substantial United States owners,” which we will in turn provide to the Internal Revenue Service. We will not pay any additional amounts to stockholders in respect of any amounts withheld. Stockholders are encouraged to consult their tax advisors regarding the possible implications of the legislation on their investment in our common stock.

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UNDERWRITING

Merrill Lynch, Pierce, Fenner & Smith Incorporated, Barclays Capital Inc., Citigroup Global Markets Inc. and Credit Suisse Securities (USA) LLC are acting as representatives of each of the underwriters named below. Subject to the terms and conditions set forth in an underwriting agreement among us and the underwriters, we and the selling stockholders have agreed to sell to the underwriters, and each of the underwriters has agreed, severally and not jointly, to purchase from us and the selling stockholders, the number of shares of Common stock set forth opposite its name below.

Underwriter	Number of Shares
Merrill Lynch, Pierce, Fenner & Smith Incorporated
Barclays Capital Inc.
Citigroup Global Markets Inc.
Credit Suisse Securities (USA) LLC
Total

The underwriting agreement provides that the underwriters’ obligation to purchase shares of common stock depends on the satisfaction of the conditions contained in the underwriting agreement including:

— the obligation to purchase all of the shares of common stock offered hereby (other than those shares of common stock covered by their option to purchase additional shares as described below), if any of the shares are purchased;

— that the representations and warranties made by us and the selling stockholders to the underwriters are true;

— that there is no material change in our business or the financial markets; and

— that we and the selling stockholders deliver customary closing documents to the underwriters.

We and the selling stockholders have agreed to indemnify the several underwriters against certain liabilities, including liabilities under the Securities Act, or to contribute to payments the underwriters may be required to make in respect of those liabilities.

There is no established trading market for shares of our common stock and a liquid trading market may not develop. It is also possible that the shares will not trade at or above the initial offering price following the offering.

The underwriters do not expect to sell more than 5% of the shares in the aggregate to accounts over which they exercise discretionary authority.

Commissions and Discounts

The representatives have advised us and the selling stockholders that the underwriters propose initially to offer the shares to the public at the public offering price set forth on the cover page of this prospectus and to dealers at that price less a concession not in excess of $         per share. After the initial offering, the public offering price, concession or any other term of the offering may be changed.

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The following table shows the underwriting discounts and expenses we will pay to the underwriters. The information assumes either no exercise or full exercise by the underwriters of their over-allotment option.

	Without Option				With Option
	Per Share		Total		Per Share		Total
Public offering price		$		$		$		$
Underwriting discounts and commissions		$		$		$		$
Proceeds, before expenses, to us		$		$		$		$
Proceeds, before expenses, to the selling stockholders		$		$		$		$

The expenses of the offering, not including the underwriting discount, are estimated at $         million and are payable by us. We have agreed to reimburse the underwriters for expenses relating to the clearance of this offering with the Financial Industry Regulatory Authority up to $            .

Over-allotment Option

We and the selling stockholders have granted an option to the underwriters to purchase up to                      additional shares at the public offering price, less the underwriting discount. The underwriters may exercise this option for 30 days from the date of this prospectus solely to cover any over-allotments. If the underwriters exercise this option, each will be obligated, subject to conditions contained in the purchase agreement, to purchase a number of additional shares proportionate to that underwriter’s initial amount reflected in the above table.

Lock-Up Agreements

We, all of our directors and executive officers (including the selling stockholders) and the Initial Stockholder have agreed that, subject to certain exceptions, for 180 days after the date of this prospectus, without the prior written consent of Merrill Lynch, Pierce, Fenner & Smith Incorporated, we and they will not directly or indirectly, (1) offer for sale, sell, pledge, or otherwise dispose of (or enter into any transaction or device that is designed to, or could be expected to, result in the disposition by any person at any time in the future of) any shares of our common stock (including, without limitation, shares of our common stock that may be deemed to be beneficially owned by us or them in accordance with the rules and regulations of the SEC and shares of common stock that may be issued upon exercise of any options or warrants) or securities convertible into or exercisable or exchangeable for our common stock, (2) enter into any swap or other derivatives transaction that transfers to another, in whole or in part, any of the economic consequences of ownership of our common stock or (3) make any demand for or exercise any right or file or cause to be filed a registration statement, including any amendments thereto, with respect to the registration of any shares of our common stock or securities convertible, exercisable or exchangeable into our common stock or any of our other securities.

The 180-day restricted period described in the preceding paragraph will be extended if:

— during the last 17 days of the restricted period referred to above, we issue an earnings release or material news or a material event relating to us occurs; or

— prior to the expiration of the restricted period referred to above, we announce that we will release earnings results during the 16-day period beginning on the last day of the restricted period, in which case the restrictions described in the preceding paragraph will continue to apply until the expiration of the restricted period beginning on the issuance of the earnings release or the announcement of the material news or occurrence of a material event, unless such extension is waived in writing by the representatives.

Merrill Lynch, Pierce, Fenner & Smith Incorporated, in its sole discretion, may release our common stock and other securities subject to the lock-up agreements described above in whole or in part at any time with

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or without notice. When determining whether or not to release our common stock and other securities from the lock-up agreements, Merrill Lynch, Pierce, Fenner & Smith Incorporated will consider, among other factors, the holder’s reasons for requesting the release, the number of shares of our common stock and other securities for which the release is being requested and market conditions at the time.

Reserved Share Program

At our request, the underwriters have reserved for sale, at the initial public offering price, up to 5% of the shares offered by this prospectus for sale to some of our directors, officers, employees, business associates and related persons. If these persons purchase reserved shares it will reduce the number of shares available for sale to the general public. Any reserved shares that are not so purchased will be offered by the underwriters to the general public on the same terms as the other shares offered by this prospectus.

Listing

We intend to apply to list our shares of common stock on the under the symbol “LEAF.” In order to meet the requirements for listing on that exchange, the underwriters have undertaken to sell a minimum number of shares to a minimum number of beneficial owners as required by that exchange.

Determination of Offering Price

Before this offering, there has been no public market for our common stock. The initial public offering price will be determined through negotiations among us, the selling stockholders and the representatives of the underwriters. In addition to prevailing market conditions, the factors to be considered in determining the initial public offering price are:

— the valuation multiples of publicly traded companies that the representative believes to be comparable to us;

— our financial information;

— the history of, and the prospects for, our company and the industry in which we compete;

— an assessment of our management, its past and present operations, and the prospects for, and timing of, our future revenues;

— the present state of our development; and

— the above factors in relation to market values and various valuation measures of other companies engaged in activities similar to ours.

Price Stabilization, Short Positions and Penalty Bids

Until the distribution of the shares is completed, SEC rules may limit underwriters and selling group members from bidding for and purchasing our common stock. However, the representative may engage in transactions that stabilize the price of the common stock, such as bids or purchases to peg, fix, or maintain that price.

In connection with the offering, the underwriters may purchase and sell our common stock in the open market. These transactions may include short sales, purchases on the open market to cover positions created by short sales and stabilizing transactions. Short sales involve the sale by the underwriters of a greater number of shares than they are required to purchase in the offering. “Covered” short sales are sales made in an amount not greater than the underwriters’ over-allotment option described above. The underwriters may close out any

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covered short position by either exercising their over-allotment option or purchasing shares in the open market. In determining the source of shares to close out the covered short position, the underwriters will consider, among other things, the price of shares available for purchase in the open market as compared to the price at which they may purchase shares through the over-allotment option. “Naked” short sales are sales in excess of the over-allotment option. The underwriters must close out any naked short position by purchasing shares in the open market. A naked short position is more likely to be created if the underwriters are concerned that there may be downward pressure on the price of our common stock in the open market after pricing that could adversely affect investors who purchase in the offering. Stabilizing transactions consist of various bids for or purchases of shares of common stock made by the underwriters in the open market prior to the completion of the offering.

The underwriters may also impose a penalty bid. This occurs when a particular underwriter repays to the underwriters a portion of the underwriting discount received by it because the representative has repurchased shares sold by or for the account of such underwriter in stabilizing or short covering transactions.

Similar to other purchase transactions, the underwriters’ purchases to cover the syndicate short sales may have the effect of raising or maintaining the market price of our common stock or preventing or retarding a decline in the market price of our common stock. As a result, the price of our common stock may be higher than the price that might otherwise exist in the open market. The underwriters may conduct these transactions on the New York Stock Exchange, in the over-the-counter market or otherwise.

Neither we, the selling stockholders nor any of the underwriters make any representation or prediction as to the direction or magnitude of any effect that the transactions described above may have on the price of our common stock. In addition, neither we, the selling stockholders nor any of the underwriters make any representation that the representative will engage in these transactions or that these transactions, once commenced, will not be discontinued without notice.

Electronic Distribution

In connection with the offering, certain of the underwriters or securities dealers may distribute prospectuses by electronic means, such as e-mail.

Other Relationships

Bank of America, N.A., an affiliate of Merrill Lynch, Pierce, Fenner & Smith Incorporated, one of the underwriters of this offering, acts as administrative agent, syndication agent and collateral agent for our Secured Term Loan, as well as administrative agent and collateral agent for the New Loan Tranche pursuant to the joinder agreement to the Secured Term Loan. Affiliates of certain of the underwriters of this offering are lenders under our Secured Term Loan and, to the extent that the proceeds of this offering are used to repay the Secured Term Loan, such affiliates will receive a proportionate share thereof. Some of the underwriters and their affiliates have engaged in, and may in the future engage in, investment banking and other commercial dealings (including certain asset- and mortgage-backed securitization transactions) in the ordinary course of business with us or our affiliates. They have received, or may in the future receive, customary fees and commissions for these transactions.

In addition, in the ordinary course of their business activities, the underwriters and their affiliates may make or hold a broad array of investments and actively trade debt and equity securities (or related derivative securities) and financial instruments (including bank loans) for their own account and for the accounts of their customers. Such investments and securities activities may involve securities and/or instruments of ours or our affiliates. The underwriters and their affiliates may also make investment recommendations and/or publish or express independent research views in respect of such securities or financial instruments and may hold, or recommend to clients that they acquire, long and/or short positions in such securities and instruments.

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Notice to Prospective Investors in the European Economic Area

In relation to each Member State of the European Economic Area which has implemented the Prospectus Directive (each, a “Relevant Member State”), with effect from and including the date on which the Prospectus Directive is implemented in that Relevant Member State (the “Relevant Implementation Date”), no offer of shares may be made to the public in that Relevant Member State other than:

A. to any legal entity which is a qualified investor as defined in the Prospectus Directive;

B. to fewer than 100 or, if the Relevant Member State has implemented the relevant provision of the 2010 PD Amending Directive, 150, natural or legal persons (other than qualified investors as defined in the Prospectus Directive), as permitted under the Prospectus Directive, subject to obtaining the prior consent of the representatives; or

C. in any other circumstances falling within Article 3(2) of the Prospectus Directive,

provided that no such offer of shares shall require the Company or the representatives to publish a prospectus pursuant to Article 3 of the Prospectus Directive or supplement a prospectus pursuant to Article 16 of the Prospectus Directive.

Each person in a Relevant Member State (other than a Relevant Member State where there is a Permitted Public Offer) who initially acquires any shares or to whom any offer is made will be deemed to have represented, acknowledged and agreed that (A) it is a “qualified investor” within the meaning of the law in that Relevant Member State implementing Article 2(1)(e) of the Prospectus Directive, and (B) in the case of any shares acquired by it as a financial intermediary, as that term is used in Article 3(2) of the Prospectus Directive, the shares acquired by it in the offering have not been acquired on behalf of, nor have they been acquired with a view to their offer or resale to, persons in any Relevant Member State other than “qualified investors” as defined in the Prospectus Directive, or in circumstances in which the prior consent of the has been given to the offer or resale. In the case of any shares being offered to a financial intermediary as that term is used in Article 3(2) of the Prospectus Directive, each such financial intermediary will be deemed to have represented, acknowledged and agreed that the shares acquired by it in the offer have not been acquired on a nondiscretionary basis on behalf of, nor have they been acquired with a view to their offer or resale to, persons in circumstances which may give rise to an offer of any shares to the public other than their offer or resale in a Relevant Member State to qualified investors as so defined or in circumstances in which the prior consent of the representatives has been obtained to each such proposed offer or resale.

The company, the representatives and their affiliates will rely upon the truth and accuracy of the foregoing representation, acknowledgement and agreement.

This prospectus has been prepared on the basis that any offer of shares in any Relevant Member State will be made pursuant to an exemption under the Prospectus Directive from the requirement to publish a prospectus for offers of shares. Accordingly any person making or intending to make an offer in that Relevant Member State of shares which are the subject of the offering contemplated in this prospectus may only do so in circumstances in which no obligation arises for the Company or any of the underwriters to publish a prospectus pursuant to Article 3 of the Prospectus Directive in relation to such offer. Neither the Company nor the underwriters have authorized, nor do they authorize, the making of any offer of shares in circumstances in which an obligation arises for the Company or the underwriters to publish a prospectus for such offer.

For the purpose of the above provisions, the expression “an offer to the public” in relation to any shares in any Relevant Member State means the communication in any form and by any means of sufficient information on the terms of the offer and the shares to be offered so as to enable an investor to decide to purchase or subscribe the shares, as the same may be varied in the Relevant Member State by any measure implementing the Prospectus Directive in the Relevant Member State and the expression “Prospectus Directive” means Directive

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2003/71/EC (including the 2010 PD Amending Directive, to the extent implemented in the Relevant Member States) and includes any relevant implementing measure in the Relevant Member State and the expression “2010 PD Amending Directive” means Directive 2010/73/EU.

Notice to Prospective Investors in the United Kingdom

In addition, in the United Kingdom, this document is being distributed only to, and is directed only at, and any offer subsequently made may only be directed at persons who are “qualified investors” (as defined in the Prospectus Directive) (i) who have professional experience in matters relating to investments falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, as amended (the “Order”) and/or (ii) who are high net worth companies (or persons to whom it may otherwise be lawfully communicated) falling within Article 49(2)(a) to (d) of the Order (all such persons together being referred to as “relevant persons”). This document must not be acted on or relied on in the United Kingdom by persons who are not relevant persons. In the United Kingdom, any investment or investment activity to which this document relates is only available to, and will be engaged in with, relevant persons.

Notice to Prospective Investors in Switzerland

The shares may not be publicly offered in Switzerland and will not be listed on the SIX Swiss Exchange (“SIX”) or on any other stock exchange or regulated trading facility in Switzerland. This document has been prepared without regard to the disclosure standards for issuance prospectuses under art. 652a or art. 1156 of the Swiss Code of Obligations or the disclosure standards for listing prospectuses under art. 27 ff. of the SIX Listing Rules or the listing rules of any other stock exchange or regulated trading facility in Switzerland. Neither this document nor any other offering or marketing material relating to the shares or the offering may be publicly distributed or otherwise made publicly available in Switzerland.

Neither this document nor any other offering or marketing material relating to the offering, the Company, the shares have been or will be filed with or approved by any Swiss regulatory authority. In particular, this document will not be filed with, and the offer of shares will not be supervised by, the Swiss Financial Market Supervisory Authority FINMA (“FINMA”), and the offer of shares has not been and will not be authorized under the Swiss Federal Act on Collective Investment Schemes (“CISA”). The investor protection afforded to acquirers of interests in collective investment schemes under the CISA does not extend to acquirers of shares.

Notice to Prospective Investors in the Dubai International Financial Centre

This document relates to an exempt offer in accordance with the Offered Securities Rules of the Dubai Financial Services Authority. This document is intended for distribution only to persons of a type specified in those rules. It must not be delivered to, or relied on by, any other person. The Dubai Financial Services Authority has no responsibility for reviewing or verifying any documents in connection with exempt offers. The Dubai Financial Services Authority has not approved this document nor taken steps to verify the information set out in it, and has no responsibility for it. The shares which are the subject of the offering contemplated by this prospectus may be illiquid and/or subject to restrictions on their resale. Prospective purchasers of the shares offered should conduct their own due diligence on the shares. If you do not understand the contents of this document you should consult an authorized financial adviser.

Notice to Prospective Investors in Australia

No placement document, prospectus, product disclosure statement or other disclosure document has been lodged with the Australian Securities and Investments Commission (“ASIC”), in relation to the offering. This prospectus does not constitute a prospectus, product disclosure statement or other disclosure document under the Corporations Act 2001 (the “Corporations Act”), and does not purport to include the information required for a prospectus, product disclosure statement or other disclosure document under the Corporations Act.

153

Any offer in Australia of the shares may only be made to persons (the “Exempt Investors”) who are “sophisticated investors” (within the meaning of section 708(8) of the Corporations Act), “professional investors” (within the meaning of section 708(11) of the Corporations Act) or otherwise pursuant to one or more exemptions contained in section 708 of the Corporations Act so that it is lawful to offer the shares without disclosure to investors under Chapter 6D of the Corporations Act.

The shares applied for by Exempt Investors in Australia must not be offered for sale in Australia in the period of 12 months after the date of allotment under the offering, except in circumstances where disclosure to investors under Chapter 6D of the Corporations Act would not be required pursuant to an exemption under section 708 of the Corporations Act or otherwise or where the offer is pursuant to a disclosure document which complies with Chapter 6D of the Corporations Act. Any person acquiring shares must observe such Australian on-sale restrictions.

This prospectus contains general information only and does not take account of the investment objectives, financial situation or particular needs of any particular person. It does not contain any securities recommendations or financial product advice. Before making an investment decision, investors need to consider whether the information in this prospectus is appropriate to their needs, objectives and circumstances, and, if necessary, seek expert advice on those matters.

Notice to Prospective Investors in Hong Kong

The shares may not be offered or sold by means of any document other than (i) in circumstances which do not constitute an offer to the public within the meaning of the Companies Ordinance (Cap.32, Laws of Hong Kong), or (ii) to “professional investors” within the meaning of the Securities and Futures Ordinance (Cap.571, Laws of Hong Kong) and any rules made thereunder, or (iii) in other circumstances which do not result in the document being a “prospectus” within the meaning of the Companies Ordinance (Cap.32, Laws of Hong Kong), and no advertisement, invitation or document relating to the shares may be issued or may be in the possession of any person for the purpose of issue (in each case whether in Hong Kong or elsewhere), which is directed at, or the contents of which are likely to be accessed or read by, the public in Hong Kong (except if permitted to do so under the laws of Hong Kong) other than with respect to shares which are or are intended to be disposed of only to persons outside Hong Kong or only to “professional investors” within the meaning of the Securities and Futures Ordinance (Cap. 571, Laws of Hong Kong) and any rules made thereunder.

Notice to Prospective Investors in Singapore

This prospectus has not been registered as a prospectus with the Monetary Authority of Singapore. Accordingly, this prospectus and any other document or material in connection with the offer or sale, or invitation for subscription or purchase, of the shares may not be circulated or distributed, nor may the shares be offered or sold, or be made the subject of an invitation for subscription or purchase, whether directly or indirectly, to persons in Singapore other than (i) to an institutional investor under Section 274 of the Securities and Futures Act, Chapter 289 of Singapore (the “SFA”), (ii) to a relevant person, or any person pursuant to Section 275(1A), and in accordance with the conditions, specified in Section 275 of the SFA or (iii) otherwise pursuant to, and in accordance with the conditions of, any other applicable provision of the SFA.

Where the shares are subscribed or purchased under Section 275 of the SFA by a relevant person which is:

(a) a corporation (which is not an accredited investor (as defined in Section 4A of the SFA)) the sole business of which is to hold investments and the entire share capital of which is owned by one or more individuals, each of whom is an accredited investor; or

(b) a trust (where the trustee is not an accredited investor) whose sole purpose is to hold investments and each beneficiary of the trust is an individual who is an accredited investor,

154

securities (as defined in Section 239(1) of the SFA) of that corporation or the beneficiaries’ rights and interest (howsoever described) in that trust shall not be transferred within six months after that corporation or that trust has acquired the shares pursuant to an offer made under Section 275 of the SFA except:

(a) to an institutional investor or to a relevant person defined in Section 275(2) of the SFA, or to any person arising from an offer referred to in Section 275(1A) or Section 276(4)(i)(B) of the SFA;

(b) where no consideration is or will be given for the transfer;

(c) where the transfer is by operation of law;

(d) as specified in Section 276(7) of the SFA; or

(e) as specified in Regulation 32 of the Securities and Futures (Offers of Investments) (Shares and Debentures) Regulations 2005 of Singapore.

Notice to Prospective Investors in Japan

The shares have not been and will not be registered under the Financial Instruments and Exchange Law of Japan (Law No. 25 of 1948, as amended) and, accordingly, will not be offered or sold, directly or indirectly, in Japan, or for the benefit of any Japanese Person or to others for re-offering or resale, directly or indirectly, in Japan or to any Japanese Person, except in compliance with all applicable laws, regulations and ministerial guidelines promulgated by relevant Japanese governmental or regulatory authorities in effect at the relevant time. For the purposes of this paragraph, “Japanese Person” shall mean any person resident in Japan, including any corporation or other entity organized under the laws of Japan.

155

LEGAL MATTERS

Skadden, Arps, Slate, Meagher & Flom LLP is representing us in connection with this offering. The underwriters have been represented by Davis Polk & Wardwell LLP.

EXPERTS

Springleaf Finance, Inc.

The financial statements of Springleaf Finance, Inc. as of December 31, 2012 and 2011 and for the years ended December 31, 2012 and 2011, the one month period ended December 31, 2010, and the eleven month period ended November 30, 2010 included in this Prospectus have been so included in reliance on the reports of PricewaterhouseCoopers LLP, an independent registered public accounting firm, given on the authority of said firm as experts in auditing and accounting.

Springleaf Holdings, LLC

The balance sheet of Springleaf Holdings, LLC as of August 9, 2013 included in this Prospectus has been so included in reliance on the report of PricewaterhouseCoopers LLP, an independent registered public accounting firm, given on the authority of said firm as experts in auditing and accounting.

MARKET AND INDUSTRY DATA AND FORECASTS

Certain market and industry data included in this prospectus has been obtained from third party sources that we believe to be reliable. Market estimates are calculated by using independent industry publications, government publications, and third party forecasts in conjunction with our assumptions about our markets. We have not independently verified such third party information. While we are not aware of any misstatements regarding any market, industry or similar data presented herein, such data involves risks and uncertainties and is subject to change based on various factors, including those discussed under the headings “Special Note Regarding Forward-Looking Statements” and “Risk Factors” in this prospectus.

WHERE YOU CAN FIND MORE INFORMATION

We have filed a registration statement, of which this prospectus is a part, on Form S-1 with the SEC relating to this offering. This prospectus does not contain all of the information in the registration statement and the exhibits included with the registration statement. References in this prospectus to any of our contracts, agreements or other documents are not necessarily complete, and you should refer to the exhibits attached to the registration statement for copies of the actual contracts, agreements, or documents. You may read and copy the registration statement, the related exhibits and other material we file with the SEC at the SEC’s public reference room in Washington, D.C. at 100 F Street, Room 1580, N.E., Washington, D.C. 20549. You can also request copies of those documents, upon payment of a duplicating fee, by writing to the SEC. Please call the SEC at 1-800-SEC-0330 for further information on the operation of the public reference rooms. The SEC also maintains an internet site that contains reports, proxy and information statements and other information regarding issuers that file with the SEC. The website address is http://www.sec.gov.

Upon the effectiveness of the registration statement, we will be subject to the informational requirements of the Exchange Act, and, in accordance, with the Exchange Act, will file reports, proxy and information statements and other information with the SEC. Such annual, quarterly and special reports, proxy and information statements and other information can be inspected and copied at the locations set forth above. We intend to make this information available on the investors relations section of our website, www.SpringleafFinancial.com. Information on, or accessible through, our website is not part of this prospectus.

156

DISCLOSURE OF COMMISSION POSITION ON INDEMNIFICATION FOR

SECURITIES ACT LIABILITIES

Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers or persons controlling the Company pursuant to provisions described elsewhere in the prospectus, the Company has been informed that, in the opinion of the SEC such indemnification is against public policy as expressed in the Securities Act and is therefore unenforceable.

157

INDEX TO CONSOLIDATED FINANCIAL STATEMENTS

CONTENTS

	Page
Springleaf Finance, Inc.
Condensed Consolidated Balance Sheets as of June 30, 2013 and December 31, 2012 (Unaudited)		F-2
Condensed Consolidated Statements of Operations for the six months ended June 30, 2013 and 2012 (Unaudited)		F-3
Condensed Consolidated Statements of Comprehensive Income (Loss) for the six months ended June 30, 2013 and 2012 (Unaudited)		F-4
Condensed Consolidated Statements of Shareholder’s Equity for the six months ended June 30, 2013 and 2012 (Unaudited)		F-5
Condensed Consolidated Statements of Cash Flows for the six months ended June 30, 2013 and 2012 (Unaudited)		F-6
Notes to Condensed Consolidated Financial Statements (Unaudited)		F-7
Reports of Independent Registered Public Accounting Firm		F-50
Consolidated Balance Sheets as of December 31, 2012 and 2011		F-52
Consolidated Statements of Operations for the years ended December 31, 2012 and 2011, the one month ended December 31, 2010 and the eleven months ended November 30, 2010		F-53
Consolidated Statements of Comprehensive Income (Loss) for the years ended December 31, 2012 and 2011, the one month ended December 31, 2010 and the eleven months ended November 30, 2010		F-54
Consolidated Statements of Shareholder’s Equity for the years ended December 31, 2012 and 2011, the one month ended December 31, 2010 and the eleven months ended November 30, 2010		F-55
Consolidated Statements of Cash Flows for the years ended December 31, 2012 and 2011, the one month ended December 31, 2010 and the eleven months ended November 30, 2010		F-56
Notes to Consolidated Financial Statements		F-58
Springleaf Holdings, LLC
Reports of Independent Registered Public Accounting Firm		F-145
Balance Sheet as of August 9, 2013		F-146
Notes to Balance Sheet		F-147

F-1

SPRINGLEAF FINANCE, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED BALANCE SHEETS (UNAUDITED)

	June 30, 2013			December 31, 2012
	(dollars in thousands)
Assets
Cash and cash equivalents		$646,372			$1,554,348
Investment securities		557,378			888,577
Net finance receivables:
Personal loans (includes loans of consolidated VIEs of $1.1 billion in 2013 and $0 in 2012)		2,887,751			2,649,732
SpringCastle Portfolio (includes loans of consolidated VIEs of $2.8 billion in 2013)		2,817,578			—
Real estate loans (includes loans of consolidated VIEs of $4.7 billion in 2013 and $4.1 billion in 2012)		8,456,098			8,955,365
Retail sales finance		140,826			208,357
Net finance receivables		14,302,253			11,813,454
Allowance for finance receivable losses (includes allowance of consolidated VIEs of $45.7 million in 2013 and $14.5 million in 2012)		(245,755	)		(180,088	)
Net finance receivables, less allowance for finance receivable losses		14,056,498			11,633,366
Restricted cash (includes restricted cash of consolidated VIEs of $227.8 million in 2013 and $109.0 million in 2012)		279,858			157,844
Other assets		502,187			439,380
Total assets		$16,042,293			$14,673,515
Liabilities and Shareholder’s Equity
Long-term debt (includes debt of consolidated VIEs of $6.4 billion in 2013 and $3.1 billion in 2012)		$13,470,413			$12,596,577
Insurance claims and policyholder liabilities		377,547			365,238
Deferred and accrued taxes		244,210			283,762
Other liabilities		226,397			227,811
Total liabilities		14,318,567			13,473,388
Shareholder’s equity:
Common stock		1,000			1,000
Additional paid-in capital		147,454			147,454
Accumulated other comprehensive income		23,406			30,188
Retained earnings		1,066,356			1,021,485
Springleaf Finance, Inc. shareholder’s equity		1,238,216			1,200,127
Non-controlling interests		485,510			—
Total shareholder’s equity		1,723,726			1,200,127
Total liabilities and shareholder’s equity		$16,042,293			$14,673,515

See notes to condensed consolidated financial statements.

F-2

SPRINGLEAF FINANCE, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED)

	Six Months Ended June 30,
	2013		2012
	(dollars in thousands except earnings (loss) per share)
Interest income:
Finance charges		$993,634		$861,919
Finance receivables held for sale originated as held for investment		—		2,394
Total interest income		993,634		864,313
Interest expense		468,926		560,273
Net interest income		524,708		304,040
Provision for finance receivable losses		182,938		136,939
Net interest income after provision for finance receivable losses		341,770		167,101
Other revenues:
Insurance		68,867		61,323
Investment		20,931		18,167
Other		5,328		(31,598	)
Total other revenues		95,126		47,892
Other expenses:
Operating expenses:
Salaries and benefits		157,290		162,992
Other operating expenses		121,979		142,835
Restructuring expenses		—		23,503
Insurance losses and loss adjustment expenses		31,100		27,150
Total other expenses		310,369		356,480
Income (loss) before provision for (benefit from) income taxes		126,527		(141,487	)
Provision for (benefit from) income taxes		27,708		(48,481	)
Net income (loss)		98,819		(93,006	)
Less: Net income attributable to non-controlling interests		53,948		—
Net income (loss) attributable to Springleaf Finance, Inc.		$44,871		$(93,006	)
Share Data:
Number of shares outstanding
Basic and diluted		2,000,000		2,000,000
Earnings (loss) per share
Basic and diluted		$22.44		$(46.50	)

See notes to condensed consolidated financial statements.

F-3

SPRINGLEAF FINANCE, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS) (UNAUDITED)

	Six Months Ended June 30,
	2013			2012
	(dollars in thousands)
Net income (loss)		$98,819			$(93,006	)
Other comprehensive income (loss):
Net unrealized gains (losses) on:
Investment securities on which other-than-temporary impairments were taken		(118	)		232
All other investment securities		(10,658	)		12,387
Cash flow hedges		—			(16,987	)
Retirement plan liabilities adjustments		—			20,937
Foreign currency translation adjustments		2,094			1,213
Income tax effect:
Net unrealized (gains) losses on:
Investment securities on which other-than-temporary impairments were taken		41			(81	)
All other investment securities		3,730			(4,335	)
Cash flow hedges		—			5,945
Retirement plan liabilities adjustments		—			(7,544	)
Other comprehensive income (loss), net of tax, before reclassification adjustments		(4,911	)		11,767
Reclassification adjustments included in net income (loss):
Net realized (gains) losses on investment securities		(2,719	)		65
Cash flow hedges		(160	)		12,670
Income tax effect:
Net realized gains (losses) on investment securities		952			(23	)
Cash flow hedges		56			(4,435	)
Reclassification adjustments included in net income (loss), net of tax		(1,871	)		8,277
Other comprehensive income (loss), net of tax		(6,782	)		20,044
Comprehensive income (loss)		$92,037			$(72,962	)

See notes to condensed consolidated financial statements.

F-4

SPRINGLEAF FINANCE, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF SHAREHOLDER’S EQUITY (UNAUDITED)

	Springleaf Finance, Inc. Shareholder’s Equity
	Common Stock		Additional Paid-in Capital		Accumulated Other Comprehensive Income (Loss)			Retained Earnings			Springleaf Finance, Inc. Shareholder’s Equity			Non-controlling Interests			Total Shareholder’s Equity
	(dollars in thousands)
Balance, January 1, 2013		$1,000		$147,454		$30,188			$1,021,485			$1,200,127			$ —			$1,200,127
Changes in non-controlling interests:
Contributions from joint venture partners		—		—		—			—			—			438,081			438,081
Distributions declared to joint venture partners		—		—		—			—			—			(6,519	)		(6,519	)
Change in net unrealized gains (losses):
Investment securities		—		—		(8,772	)		—			(8,772	)		—			(8,772	)
Cash flow hedges		—		—		(104	)		—			(104	)		—			(104	)
Foreign currency translation adjustments		—		—		2,094			—			2,094			—			2,094
Net income		—		—		—			44,871			44,871			53,948			98,819
Balance, June 30, 2013		$1,000		$147,454		$23,406			$1,066,356			$1,238,216			$485,510			$1,723,726
Balance, January 1, 2012		$1,000		$147,456		$(25,671	)		$1,240,119			$1,362,904			$ —			$1,362,904
Capital contributions from parent and other		—		1		—			—			1			—			1
Change in net unrealized gains (losses):
Investment securities		—		—		8,245			—			8,245			—			8,245
Cash flow hedges		—		—		(2,807	)		—			(2,807	)		—			(2,807	)
Retirement plan liabilities adjustments		—		—		13,393			—			13,393			—			13,393
Foreign currency translation adjustments		—		—		1,213			—			1,213			—			1,213
Net loss		—		—		—			(93,006	)		(93,006	)		—			(93,006	)
Balance, June 30, 2012		$1,000		$147,457		$(5,627	)		$1,147,113			$1,289,943			$ —			$1,289,943

See notes to condensed consolidated financial statements.

F-5

SPRINGLEAF FINANCE, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)

	Six Months Ended June 30,
	2013			2012
	(dollars in thousands)
Cash flows from operating activities
Net income (loss)		$98,819			$(93,006	)
Reconciling adjustments:
Provision for finance receivable losses		182,938			136,939
Depreciation and amortization		(4,090	)		97,523
Deferral of finance receivable origination costs		(27,880	)		(21,396	)
Deferred income tax benefit		(64,188	)		(106,574	)
Writedowns and net loss (gain) on sales of real estate owned		(664	)		28,556
Writedowns on assets resulting from restructuring		—			5,246
Mark to market provision and net loss on sales of finance receivables held for sale originated as held for investment		—			1,963
Net loss (gain) on repurchases and repayments of debt		(6,613	)		1,494
Net realized losses (gains) on investment securities		(2,719	)		65
Change in other assets and other liabilities		(95,649	)		42,929
Change in insurance claims and policyholder liabilities		12,309			(504	)
Change in taxes receivable and payable		29,542			55,655
Change in accrued finance charges		2,417			9,778
Change in restricted cash		(3,565	)		(8	)
Other, net		(1,769	)		5,316
Net cash provided by operating activities		118,888			163,976
Cash flows from investing activities
Finance receivables originated or purchased		(1,055,745	)		(829,011	)
Principal collections on finance receivables		1,518,096			1,385,089
Purchase of SpringCastle Portfolio		(2,978,992	)		—
Sales and principal collections on finance receivables held for sale originated as held for investment		—			51,827
Investment securities purchased		(341,371	)		(421,768	)
Investment securities called, sold, and matured		659,485			372,296
Change in restricted cash		(118,842	)		(4,143	)
Proceeds from sale of real estate owned		68,614			106,359
Other, net		(839	)		(3,299	)
Net cash provided by (used for) investing activities		(2,249,594	)		657,350
Cash flows from financing activities
Proceeds from issuance of long-term debt		4,133,788			640,451
Debt commissions on issuance of long-term debt		(47,054	)		(4,012	)
Repayment of long-term debt		(3,294,705	)		(728,602	)
Contributions from joint venture partners		438,081			—
Distributions to joint venture partners		(5,862	)		—
Net cash provided by (used for) financing activities		1,224,248			(92,163	)
Effect of exchange rate changes		(1,518	)		(79	)
(Decrease) increase in cash and cash equivalents		(907,976	)		729,084
Cash and cash equivalents at beginning of period		1,554,348			689,586
Cash and cash equivalents at end of period		$646,372			$1,418,670
Supplemental non-cash activities
Transfer of finance receivables to real estate owned		$45,207			$95,743
Transfer of finance receivables held for investment to finance receivables held for sale (prior to deducting allowance for finance receivable losses)		—			80,108

See notes to condensed consolidated financial statements.

F-6

SPRINGLEAF FINANCE, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

June 30, 2013

1.  Business and Summary of Significant Accounting Policies

Springleaf Finance, Inc. (“SFI” or, collectively with its subsidiaries, whether directly or indirectly owned, “the Company,” “we,” “us,” or “our”) is a wholly owned subsidiary of AGF Holding Inc. (“AGF Holding”). FCFI Acquisition LLC (“FCFI”), an affiliate of Fortress Investment Group LLC (“Fortress”), indirectly owns an 80% economic interest in SFI and American International Group, Inc. (“AIG”) indirectly owns a 20% economic interest in SFI.

SFI is a financial services holding company whose principal subsidiary is Springleaf Finance Corporation (“SFC”). SFC is also a financial services holding company with subsidiaries engaged in the consumer finance and credit insurance businesses.

ACQUISITION OF ASSETS BY SPRINGCASTLE

On March 5, 2013, SpringCastle Acquisition LLC (“SCA”), a newly formed joint venture in which one of our indirect wholly owned subsidiaries, Springleaf Acquisition Corporation (“SAC”), and NRZ Consumer LLC, previously an indirect subsidiary of Newcastle Investment Corp. (“Newcastle”), each held a 50% equity interest (the “Joint Venture”), entered into a definitive agreement to purchase a portfolio of loans from HSBC Finance Corporation and certain of its affiliates (collectively, “HSBC”). On April 1, 2013, BTO Willow Holdings, L.P. (“Blackstone”), an affiliate of Blackstone Tactical Opportunities Advisors L.L.C., acquired a 23% equity interest in SCA, which reduced our equity interests and the equity interests of Newcastle to 47% and 30%, respectively.

The loan portfolio acquisition was completed on April 1, 2013 for a purchase price of $3.0 billion (subject to final validation by the parties), at which time the portfolio consisted of over 415,000 finance receivable accounts with an unpaid principal balance (“UPB”) of $3.9 billion. The portfolio included both unsecured loans and loans secured with subordinate residential real estate mortgages (which we service as unsecured loans due to the fact that the liens are subordinated to superior ranking security interests). The $3.0 billion purchase was funded with $2.2 billion of debt and the remainder was funded with equity contributed from each of the joint venture members, including $388.5 million of equity from SFI.

Immediately prior to the completion of the loan portfolio acquisition, SCA assigned its right to purchase the portfolio to SpringCastle America, LLC (“SC America”), SpringCastle Credit, LLC (“SC Credit”), and SpringCastle Finance, LLC (“SC Finance”) (each, a “Seller LLC” and collectively, the “Seller LLCs”), which, in turn, immediately sold their respective portion of the portfolio to SpringCastle America Funding, LLC (“SC America Funding”), SpringCastle Credit Funding, LLC (“SC Credit Funding”), and SpringCastle Finance Funding, LLC (“SC Finance Funding”) (each, a “Co-issuer LLC” and collectively, the “Co-issuer LLCs”) and a loan trustee in connection with the securitization of the loan portfolio on April 1, 2013.

As of April 1, 2013, SpringCastle Holdings, LLC, a wholly owned subsidiary of SAC, certain affiliates of Newcastle (the “Newcastle Affiliates”) and Blackstone held a 47%, 30% and 23% equity interest in each Seller LLC, respectively. On May 15, 2013, Newcastle distributed to its stockholders its investment in the Newcastle Affiliates, which still retain their equity interest in the Seller LLCs. SC America holds a 100% equity interest in SC America Funding, SC Credit holds a 100% equity interest in SC Credit Funding and SC Finance holds a 100% equity interest in SC Finance Funding.

On April 1, 2013, SFI entered into a servicing agreement with the Co-issuer LLCs and the loan trustee whereby SFI agreed to service the loans in the loan portfolio effective on the servicing transfer date. In accordance with this agreement, we assumed the direct servicing obligations for the loans in September, 2013.

F-7

SPRINGLEAF FINANCE, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) (continued)

1.  Business and Summary of Significant Accounting Policies (continued)

We have determined that our servicing agreement provides us with the power to direct the activities of Seller LLCs and Co-issuer LLCs that most significantly impact their economic performance. As such, we consider the Seller LLCs and Co-issuer LLCs to be variable interest entities (“VIEs”) because the equity investment in each lacks the characteristics of a controlling financial interest. Our decision-making rights as servicer, coupled with our significant indirect equity interest in the Seller LLCs and Co-issuer LLCs, provide us with a controlling financial interest in each, and thus the Seller LLCs and Co-issuer LLCs are included in our condensed consolidated financial statements. The equity (membership) interests in the Seller LLCs held by the Newcastle Affiliates and Blackstone, which represent an indirect residual interest in the loans owned by the Co-issuers, are reported as non-controlling interests in our financial statements.

PURCHASE OF SERVICING FACILITY

On March 5, 2013, one of our subsidiaries signed an agreement to acquire a servicing facility located in London, Kentucky from Renaissance Bankcard Services of Kentucky, Inc. (“Renaissance”), a subsidiary of HSBC. The servicing facility was purchased on September 1, 2013 for consideration of $1.4 million. The acquisition of the servicing facility included the transfer of over 200 employees of Renaissance to the Company.

BASIS OF PRESENTATION

We prepared our condensed consolidated financial statements using generally accepted accounting principles in the United States of America (“U.S. GAAP”). These statements are unaudited. The year-end condensed balance sheet data was derived from our audited financial statements, but does not include all disclosures required by U.S. GAAP. The statements include the accounts of SFI, its subsidiaries (all of which are wholly owned, except for the Seller LLCs and Co-issuer LLCs), and VIEs in which we hold a controlling financial interest as of the financial statement date.

We eliminated all material intercompany accounts and transactions. We made judgments, estimates, and assumptions that affect amounts reported in our condensed consolidated financial statements and disclosures of contingent assets and liabilities. In management’s opinion, the condensed consolidated financial statements include the normal, recurring adjustments necessary for a fair statement of results, and the out-of-period adjustments recorded in the first half of 2013 discussed below. Ultimate results could differ from our estimates. We evaluated the effects of and the need to disclose events that occurred subsequent to the balance sheet date through October 1, 2013. These statements should be read in conjunction with our audited consolidated financial statements and related notes for the years ended December 31, 2012 and 2011. To conform to the 2013 presentation, we reclassified certain items in the prior period.

In second quarter of 2013, we recorded an out-of-period adjustment, which increased provision for finance receivable losses by $2.7 million for the six months ended June 30, 2013. The adjustment related to the correction of the identification of certain bankrupt real estate loan accounts for consideration as troubled debt restructured (“TDR”) finance receivables. After evaluating the quantitative and qualitative aspects of this correction, management has determined that our previously issued consolidated interim and annual financial statements were not materially misstated and that the out-of-period adjustment is immaterial to our estimated full year results.

Due to the significance of the ownership interest acquired by FCFI (the “Fortress Acquisition”), the nature of the transaction, and at the direction of our acquirer, we applied push-down accounting to SFI as an acquired business. We revalued our assets and liabilities based on their fair values at the date of the Fortress Acquisition, November 30, 2010, in accordance with business combination accounting standards (“push-down accounting”).

F-8

SPRINGLEAF FINANCE, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) (continued)

1.  Business and Summary of Significant Accounting Policies (continued)

ACCOUNTING PRONOUNCEMENTS ADOPTED

Offsetting Assets and Liabilities

In December 2011, the Financial Accounting Standards Board (“FASB”) issued an accounting standards update (“ASU”), ASU 2011-11, Balance Sheet (Topic 210): Disclosures about Offsetting Assets and Liabilities, which requires an entity to disclose information about offsetting and related arrangements to enable users of its financial statements to understand the effect of those arrangements on its financial position. In January 2013, the FASB issued ASU 2013-1, Clarifying the Scope of Disclosures About Offsetting Assets and Liabilities (Topic 210), which amended the effective date for ASU 2011-11 to be effective for annual periods beginning on or after January 1, 2013, and interim periods within those annual periods. The amendments were applied retrospectively for all prior periods presented. The adoption of this new standard did not have a material effect on our consolidated statements of financial condition, results of operations, or cash flows.

Comprehensive Income

In February 2013, the FASB issued ASU 2013-02, Comprehensive Income (Topic 220): Reporting of Amounts Reclassified Out of Accumulated Other Comprehensive Income, to improve the reporting of reclassifications out of accumulated other comprehensive income or loss. The amendments require an entity to present (either on the face of the statement where net income is presented or in the notes) the effect of significant reclassifications out of accumulated other comprehensive income or loss on the respective line items in net income if the amount being reclassified is required under U.S. GAAP to be reclassified in its entirety to net income. For other amounts that are not required under U.S. GAAP to be reclassified in their entirety to net income in the same reporting period, an entity is required to cross-reference other disclosures required under U.S. GAAP that provide additional detail about those amounts. The amendments in this ASU became effective prospectively for the Company for reporting periods beginning after December 15, 2012. The adoption of this ASU did not have a material effect on our consolidated statements of financial condition, results of operations, or cash flows.

ACCOUNTING PRONOUNCEMENTS TO BE ADOPTED

Derivatives and Hedging

In July 2013, the FASB issued ASU 2013-10, Derivatives and Hedging (Topic 815), which permits the use of the Fed Funds Effective Swap Rate (or Overnight Index Swap Rate) to be used as a benchmark interest rate for hedge accounting purposes. The amendments in this ASU became effective immediately and can be applied prospectively for qualifying new or redesignated hedging relationships entered into on or after July 17, 2013. The adoption of this ASU is not expected to have a material effect on our consolidated statements of financial condition, results of operations, or cash flows.

Income Taxes

In July 2013, the FASB issued ASU 2013-11, Income Taxes (Topic 740), which clarifies the presentation requirements of unrecognized tax benefits when a net operating loss carryforward, a similar tax loss, or a tax credit carryforward exists at the reporting date. The amendments in this ASU are effective for fiscal years, and interim periods within those years, beginning after December 15, 2014 and should be applied prospectively. The adoption of this ASU is not expected to have a material effect on our consolidated statements of financial condition, results of operations, or cash flows.

F-9

SPRINGLEAF FINANCE, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) (continued)

1.  Business and Summary of Significant Accounting Policies (continued)

CHANGES IN ACCOUNTING POLICIES

Beginning the period ended March 31, 2013, our servicing practice was updated for the charge-off policy for personal loans in an effort to more closely align the timing of charge-offs when the Company believes a particular loan is uncollectible. We charge off to the allowance for finance receivable losses, personal loans which are greater than 180 days contractually delinquent.

This change in policy was considered a change in estimate in accordance with ASC 250 and incorporated prospectively into our calculation of allowance for finance receivable losses beginning with the quarter ended March 31, 2013. We recorded $13.3 million in additional charge-offs in March 2013 as a result of this change.

2.  Finance Receivables

Our finance receivable types include personal loans, SpringCastle Portfolio, real estate loans, and retail sales finance as defined below:

— Personal loans—are secured by consumer goods, automobiles, or other personal property or are unsecured, generally have maximum original terms of four years, and are usually fixed-rate, fixed-term loans.

— SpringCastlePortfolio—are loans jointly acquired from HSBC on April 1, 2013 through a newly formed joint venture. These loans include over 415,000 unsecured loans and loans secured with subordinate residential real estate mortgages (which we service as unsecured loans due to the fact that the liens are subordinated to superior ranking security interests). The SpringCastle Portfolio includes both closed-end accounts and open-end lines of credit. These loans are in a liquidating status and vary in substance and form from our originated loans. We assumed the direct servicing obligations for these loans in September, 2013.

— Real estate loans—are secured by first or second mortgages on residential real estate, generally have maximum original terms of 360 months, and are usually considered non-conforming. Real estate loans may be closed-end accounts or open-end home equity lines of credit and are primarily fixed-rate products. As of January 1, 2012, we ceased originating real estate loans.

— Retail sales finance—includes retail sales contracts and revolving retail accounts. Retail sales contracts are closed-end accounts that represent a single purchase transaction. Revolving retail accounts are open-end accounts that can be used for financing repeated purchases from the same merchant. Retail sales contracts are secured by the personal property designated in the contract and generally have maximum original terms of 60 months. Revolving retail accounts are secured by the goods purchased and generally require minimum monthly payments based on the amount financed calculated after the most recent purchase or outstanding balances. In January 2013, we ceased purchasing retail sales contracts and revolving retail accounts.

F-10

SPRINGLEAF FINANCE, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) (continued)

2.  Finance Receivables (continued)

Components of net finance receivables by type were as follows:

	Personal Loans			SpringCastle Portfolio			Real Estate Loans			Retail Sales Finance			Total
	(dollars in thousands)
June 30, 2013
Gross receivables (a)		$3,293,935			$2,798,461			$8,411,876			$155,591			$14,659,863
Unearned finance charges and points and fees		(481,533	)		—			(3,013	)		(16,177	)		(500,723	)
Accrued finance charges		40,541			19,117			46,924			1,412			107,994
Deferred origination costs		34,808			—			311			—			35,119
Total		$2,887,751			$2,817,578			$8,456,098			$140,826			$14,302,253
December 31, 2012
Gross receivables		$2,984,423			N/A	(b)		$8,909,523			$233,296			$12,127,242
Unearned finance charges and points and fees		(402,828	)		N/A			(5,836	)		(27,087	)		(435,751	)
Accrued finance charges		36,937			N/A			51,327			2,148			90,412
Deferred origination costs		31,200			N/A			351			—			31,551
Total		$2,649,732			N/A			$8,955,365			$208,357			$11,813,454

(a) Gross receivables are defined below:

— finance receivables purchased as a performing receivable—gross finance receivables equal the UPB for interest bearing accounts and the gross remaining contractual payments for precompute accounts plus the remaining unearned discount, net of premium established at the time of purchase to reflect the finance receivable balance at its fair value;

— finance receivables originated subsequent to the Fortress Acquisition—gross finance receivables equals the UPB for interest bearing accounts and the gross remaining contractual payments for precompute accounts; and

— purchased credit impaired finance receivables—gross finance receivables equals the remaining estimated cash flows less the current balance of accretable yield on the purchased credit impaired accounts.

(b) Not applicable. The purchase of the SpringCastle Portfolio was completed on April 1, 2013.

Included in the table above are personal loans totaling $1.1 billion at June 30, 2013, $2.8 billion of SpringCastle Portfolio loans at June 30, 2013, and real estate loans totaling $4.7 billion at June 30, 2013 and $4.1 billion at December 31, 2012 associated with securitizations that remain on our balance sheet. The carrying amount of consolidated long-term debt associated with securitizations totaled $6.4 billion at June 30, 2013 and $3.1 billion at December 31, 2012. See Note 8 for further discussion regarding our securitization transactions. Also included in the table above are finance receivables totaling $3.0 billion at June 30, 2013 and $5.2 billion at December 31, 2012, which have been pledged as collateral for our secured term loan.

F-11

SPRINGLEAF FINANCE, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) (continued)

2.  Finance Receivables (continued)

Unused credit lines extended to customers by the Company were as follows:

	June 30, 2013			December 31, 2012
	(dollars in thousands)
SpringCastle Portfolio		$345,617			$N/A	(a)
Real estate loans		90,383			86,437
Retail sales finance		—	(b)		78,071
Total		$436,000			$164,508

(a) Not applicable. The purchase of the SpringCastle Portfolio was completed on April 1, 2013.

(b) Reflects the cessation of purchases of revolving retail accounts effective January 16, 2013.

Unused lines of credit on our real estate loans can be suspended if one of the following occurs: the value of the real estate declines significantly below the property’s initial appraised value; we believe the borrower will be unable to fulfill the repayment obligations because of a material change in the borrower’s financial circumstances; the borrower’s equity position falls significantly; or any other material default. Unused lines of credit on home equity lines of credit can be terminated for delinquency. Unused lines of credit on the SpringCastle Portfolio can be terminated at our discretion.

CREDIT QUALITY INDICATORS

We consider the delinquency status and nonperforming status of the finance receivable as our credit quality indicators.

We accrue finance charges on revolving retail finance receivables up to the date of charge-off at 180 days past due. We had $0.6 million of revolving retail finance receivables that were more than 90 days past due at June 30, 2013, compared to $1.0 million at December 31, 2012. Our personal loans, SpringCastle Portfolio, and real estate loans do not have finance receivables that were more than 90 days past due and still accruing finance charges.

Delinquent Finance Receivables

We consider the delinquency status of the finance receivable as our primary credit quality indicator. We monitor delinquency trends to manage our exposure to credit risk. We consider finance receivables 60 days or more past due as delinquent.

F-12

SPRINGLEAF FINANCE, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) (continued)

2.  Finance Receivables (continued)

Our delinquency by finance receivable type was as follows:

	Personal Loans		SpringCastle Portfolio			Real Estate Loans		Retail Sales Finance		Total
	(dollars in thousands)
June 30, 2013
Net finance receivables:
60-89 days past due		$21,522		$49,888			$88,306		$1,547		$161,263
90-119 days past due		14,982		37,551			63,400		1,142		117,075
120-149 days past due		11,451		23,207			48,453		702		83,813
150-179 days past due		9,883		20,386			38,897		519		69,685
180 days or more past due		1,168		1,468			365,422		130		368,188
Total delinquent finance receivables		59,006		132,500			604,478		4,040		800,024
Current		2,789,924		2,597,446			7,677,398		133,510		13,198,278
30-59 days past due		38,821		87,632			174,222		3,276		303,951
Total		$2,887,751		$2,817,578			$8,456,098		$140,826		$14,302,253
December 31, 2012
Net finance receivables:
60-89 days past due		$21,683		N/A	*		$99,956		$2,107		$123,746
90-119 days past due		17,538		N/A			73,803		1,416		92,757
120-149 days past due		14,050		N/A			58,364		1,171		73,585
150-179 days past due		9,613		N/A			45,648		743		56,004
180 days or more past due		12,107		N/A			386,024		331		398,462
Total delinquent finance receivables		74,991		N/A			663,795		5,768		744,554
Current		2,534,960		N/A			8,094,459		197,392		10,826,811
30-59 days past due		39,781		N/A			197,111		5,197		242,089
Total		$2,649,732		N/A			$8,955,365		$208,357		$11,813,454

* Not applicable. The purchase of the SpringCastle Portfolio was completed on April 1, 2013.

F-13

SPRINGLEAF FINANCE, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) (continued)

2.  Finance Receivables (continued)

Nonperforming Finance Receivables

We also monitor finance receivable performance trends to evaluate the potential risk of future credit losses. At 90 days or more past due, we consider our finance receivables to be nonperforming. Once the finance receivables are considered nonperforming, we consider them to be at increased risk for credit loss.

Our performing and nonperforming net finance receivables by type were as follows:

	Personal Loans		SpringCastle Portfolio			Real Estate Loans		Retail Sales Finance		Total
	(dollars in thousands)
June 30, 2013
Performing		$2,850,267		$2,734,966			$7,939,926		$138,333		$13,663,492
Nonperforming		37,484		82,612			516,172		2,493		638,761
Total		$2,887,751		$2,817,578			$8,456,098		$140,826		$14,302,253
December 31, 2012
Performing		$2,596,424		N/A	*		$8,391,526		$204,696		$11,192,646
Nonperforming		53,308		N/A			563,839		3,661		620,808
Total		$2,649,732		N/A			$8,955,365		$208,357		$11,813,454

* Not applicable. The purchase of the SpringCastle Portfolio was completed on April 1, 2013.

PURCHASED CREDIT IMPAIRED FINANCE RECEIVABLES

As a result of the Fortress Acquisition, we applied push-down accounting and adjusted the carrying value of our finance receivables (the “FA Loans”) to their fair value on November 30, 2010. For purchased finance receivables, such as the SpringCastle Portfolio (“SCP Loans”), we also record these loans at fair value on the day of purchase.

We include the carrying amount (which initially was the fair value) of our purchased credit impaired finance receivables in net finance receivables, less allowance for finance receivable losses. Prepayments reduce the outstanding balance, contractual cash flows, and cash flows expected to be collected. Information regarding these purchased credit impaired finance receivables was as follows:

	SCP Loans			FA Loans		Total
	(dollars in thousands)
June 30, 2013
Carrying amount, net of allowance		$677,166			$1,318,960		$1,996,126
Outstanding balance		$1,009,379			$1,876,217		$2,885,596
Allowance for purchased credit impaired finance receivable losses		$—			$35,220		$35,220
December 31, 2012
Carrying amount, net of allowance		N/A	*		$1,381,409		$1,381,409
Outstanding balance		N/A			$1,968,817		$1,968,817
Allowance for purchased credit impaired finance receivable losses		N/A			$17,358		$17,358

* Not applicable. The purchase of the SpringCastle Portfolio was completed on April 1, 2013.

F-14

SPRINGLEAF FINANCE, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) (continued)

2.  Finance Receivables (continued)

The allowance for purchased credit impaired finance receivable losses at June 30, 2013 and December 31, 2012 reflected the net carrying value of these purchased credit impaired finance receivables being higher than the present value of the expected cash flows.

As part of the acquisition of the SpringCastle Portfolio, we determined that at April 1, 2013, acquired loans with an aggregated UPB of $1.2 billion, an expected undiscounted cash flows of $1.2 billion, and a fair value of $754.8 million, were credit impaired.

Changes in accretable yield for purchased credit impaired finance receivables were as follows:

	SCP Loans			FA Loans			Total
	(dollars in thousands)
Six Months Ended June 30, 2013
Balance at beginning of period		$—			$629,200			$629,200
Additions		437,604			—			437,604
Accretion		(28,303	)		(65,392	)		(93,695	)
Reclassifications from nonaccretable difference(a)		—			301,834			301,834
Disposals		(2,064	)		(16,489	)		(18,553	)
Balance at end of period		$407,237			$849,153			$1,256,390
Six Months Ended June 30, 2012
Balance at beginning of period		N/A	(b)		$466,648			$466,648
Accretion		N/A			(62,321	)		(62,321	)
Disposals		N/A			(12,707	)		(12,707	)
Balance at end of period		N/A			$391,620			$391,620

(a) Reclassifications from nonaccretable difference for the six months ended June 30, 2013 represent the increases in accretion resulting from higher estimated undiscounted cash flows.

(b) Not applicable. The purchase of the SpringCastle Portfolio was completed on April 1, 2013.

TROUBLED DEBT RESTRUCTURED FINANCE RECEIVABLES

Information regarding TDR finance receivables were as follows:

	Real Estate Loans
	(dollars in thousands)
June 30, 2013
TDR gross finance receivables		$1,139,198
TDR net finance receivables		$1,143,437
Allowance for TDR finance receivable losses		$148,365
December 31, 2012
TDR gross finance receivables		$809,020
TDR net finance receivables		$812,969
Allowance for TDR finance receivable losses		$92,290

We have no commitments to lend additional funds on our TDR finance receivables.

F-15

SPRINGLEAF FINANCE, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) (continued)

2.  Finance Receivables (continued)

TDR average net receivables and finance charges recognized on TDR finance receivables were as follows:

	Real Estate Loans
	(dollars in thousands)
Six Months Ended June 30, 2013
TDR average net receivables		$1,003,210
TDR finance charges recognized		$28,788
Six Months Ended June 30, 2012
TDR average net receivables		$382,143
TDR finance charges recognized		$9,898

Information regarding the financial effects of the TDR finance receivables was as follows:

	Real Estate Loans
	(dollars in thousands)
Six Months Ended June 30, 2013
Number of TDR accounts		4,309
Pre-modification TDR net finance receivables		$336,416
Post-modification TDR net finance receivables		$358,854
Six Months Ended June 30, 2012
Number of TDR accounts		1,976
Pre-modification TDR net finance receivables		$213,366
Post-modification TDR net finance receivables		$217,958

Net finance receivables that were modified as TDR finance receivables within the previous 12 months and for which there was a default during the period were as follows:

	Real Estate Loans
	(dollars in thousands)
Six Months Ended June 30, 2013
Number of TDR accounts		419
TDR net finance receivables*		$33,689
Six Months Ended June 30, 2012
Number of TDR accounts		282
TDR net finance receivables*		$35,002

* Represents the corresponding balance of TDR net finance receivables at the end of the month in which they defaulted.

F-16

SPRINGLEAF FINANCE, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) (continued)

3.  Allowance for Finance Receivable Losses

Changes in the allowance for finance receivable losses by finance receivable type were as follows:

	Personal Loans			SpringCastle Portfolio			Real Estate Loans			Retail Sales Finance			Consolidated Total
	(dollars in thousands)
Six Months Ended June 30, 2013
Balance at beginning of period		$66,580			$—			$111,248			$2,260			$180,088
Provision for finance receivable losses(a)		24,597			17,797			146,621			(6,077	)		182,938
Charge-offs(b)		(73,634	)		(17,797	)		(87,570	)		(5,306	)		(184,307	)
Recoveries(c)		42,707			—			14,286			10,043			67,036
Balance at end of period		$60,250			$—			$184,585			$920			$245,755
Six Months Ended June 30, 2012
Balance at beginning of period		$39,522			N/A	(d)		$31,471			$1,007			$72,000
Provision for finance receivable losses(a)		40,721			N/A			89,546			6,672			136,939
Charge-offs		(55,238	)		N/A			(76,417	)		(11,925	)		(143,580	)
Recoveries		17,533			N/A			4,451			5,631			27,615
Transfers to finance receivables held for sale(e)		(1,107	)		N/A			—			(194	)		(1,301	)
Balance at end of period		$41,431			N/A			$49,051			$1,191			$91,673

(a) Components of provision for finance receivable losses on our real estate loans were as follows:

Six Months Ended June 30,	2013		2012
	(dollars in thousands)
Real estate loans
Provision for finance receivable losses
Non-credit impaired finance receivables		$45,286		$50,494
Credit impaired finance receivables		39,516		19,624
TDR finance receivables		61,819		19,428
Total		$146,621		$89,546

(b) Effective March 31, 2013, we charge off to the allowance for finance receivable losses for personal loans that are 180 days past due. Previously, we charged off to the allowance for finance receivable losses for personal loans on which payments received in the prior six months totaled less than 5% of the original loan amount. As a result of this change, we recorded $13.3 million of additional charge-offs in March 2013.

(c) Recoveries during the six months ended June 30, 2013 included $41.2 million ($25.4 million of personal loan recoveries, $9.9 million of real estate loan recoveries, and $5.9 million of retail sales finance recoveries) resulting from a sale of previously charged-off finance receivables in June 2013.

(d) Not applicable. The purchase of the SpringCastle Portfolio was completed on April 1, 2013.

(e) During the six months ended June 30, 2012, we decreased the allowance for finance receivable losses as a result of the transfers of $77.8 million of finance receivables from finance receivables held for investment to finance receivables held for sale due to management’s intent to no longer hold these finance receivables for the foreseeable future.

F-17

SPRINGLEAF FINANCE, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) (continued)

3.  Allowance for Finance Receivable Losses (continued)

Included in the allowance for finance receivable losses are allowances associated with securitizations totaling $45.7 million at June 30, 2013 and $14.5 million at December 31, 2012. See Note 8 for further discussion regarding our securitization transactions.

The carrying value charged off for purchased credit impaired loans was as follows:

	Six Months Ended June 30,
	2013		2012
	(dollars in thousands)
Charged off against provision for finance receivable losses:
SCP Loans		$17,173		$N/A	(a)
FA Loans gross charge-offs(b)		21,663		19,624

(a) Not applicable. The purchase of the SpringCastle Portfolio was completed on April 1, 2013.

(b) Represents additional impairment recognized, subsequent to the establishment of the pools of purchased credit impaired loans, related to loans that have been foreclosed and transferred to real estate owned status.

The allowance for finance receivable losses and net finance receivables by type and by impairment method were as follows:

	Personal Loans		SpringCastle Portfolio		Real Estate Loans		Retail Sales Finance		Total
	(dollars in thousands)
June 30, 2013
Allowance for finance receivable losses for finance receivables:
Collectively evaluated for impairment		$60,250		$—		$1,000		$920		$62,170
Acquired with deteriorated credit quality (purchased credit impaired finance receivables)		—		—		35,220		—		35,220
Individually evaluated for impairment (TDR finance receivables)		—		—		148,365		—		148,365
Total		$60,250		$—		$184,585		$920		$245,755
Finance receivables:
Collectively evaluated for impairment		$2,887,751		$2,140,412		$5,958,481		$140,826		$11,127,470
Purchased credit impaired finance receivables		—		677,166		1,354,180		—		2,031,346
TDR finance receivables		—		—		1,143,437		—		1,143,437
Total		$2,887,751		$2,817,578		$8,456,098		$140,826		$14,302,253

F-18

SPRINGLEAF FINANCE, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) (continued)

3.  Allowance for Finance Receivable Losses (continued)

	Personal Loans		SpringCastle Portfolio			Real Estate Loans		Retail Sales Finance		Total
	(dollars in thousands)
December 31, 2012
Allowance for finance receivable losses for finance receivables:
Collectively evaluated for impairment		$66,580		N/A	*		$1,600		$2,260		$70,440
Purchased credit impaired finance receivables		—		N/A			17,358		—		17,358
TDR finance receivables		—		N/A			92,290		—		92,290
Total		$66,580		N/A			$111,248		$2,260		$180,088
Finance receivables:
Collectively evaluated for impairment		$2,649,732		N/A	*		$6,743,629		$208,357		$9,601,718
Purchased credit impaired finance receivables		—		N/A			1,398,767		—		1,398,767
TDR finance receivables		—		N/A			812,969		—		812,969
Total		$2,649,732		N/A			$8,955,365		$208,357		$11,813,454

* Not applicable. The purchase of the SpringCastle Portfolio was completed on April 1, 2013.

4.  Finance Receivables Held for Sale

During the first half of 2013, we did not have any transfer activity between finance receivables held for investment to finance receivables held for sale.

During the first quarter of 2012, we transferred $77.8 million of finance receivables from held for investment to held for sale due to management’s intent to no longer hold these finance receivables for the foreseeable future. We marked these loans to the lower of cost or fair value at the time of transfer and subsequently recorded additional losses in other revenues at the time of sale resulting in net losses for the six months ended June 30, 2012 of $2.0 million. During the six months ended June 30, 2012, we sold finance receivables held for sale totaling $48.1 million.

We repurchased 17 loans for $2.5 million during the six months ended June 30, 2013, compared to one loan repurchased for $0.1 million during the six months ended June 30, 2012. In each period, we repurchased the loans because such loans were reaching the defined delinquency limits or had breached the contractual representations and warranties under the loan sale agreements. At June 30, 2013, there were no material unresolved recourse requests.

The activity in our reserve for sales recourse obligations was as follows:

At or for the Six Months Ended June 30,	2013			2012
	(dollars in thousands)
Balance at beginning of period		$4,863			$1,648
Provision for recourse obligations		322			117
Recourse losses		(419	)		—
Balance at end of period		$4,766			$1,765

F-19

SPRINGLEAF FINANCE, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) (continued)

5.  Investment Securities

Cost/amortized cost, unrealized gains and losses, and fair value of investment securities by type, which are classified as available-for-sale, were as follows:

	Cost/ Amortized Cost		Unrealized Gains		Unrealized Losses			Fair Value
	(dollars in thousands)
June 30, 2013
Fixed maturity investment securities:
Bonds:
U.S. government and government sponsored entities		$35,051		$911		$(111	)		$35,851
Obligations of states, municipalities, and political subdivisions		107,661		2,910		(25	)		110,546
Corporate debt		222,745		6,030		(3,176	)		225,599
Mortgage-backed, asset-backed, and collateralized:
Residential mortgage-backed securities (“RMBS”)		143,151		7,135		(1,361	)		148,925
Commercial mortgage-backed securities (“CMBS”)		15,690		1,166		(207	)		16,649
Collateralized debt obligations (“CDO”)/Asset-backed securities (“ABS”)		16,273		656		(52	)		16,877
Total		540,571		18,808		(4,932	)		554,447
Other long-term investments*		1,395		149		(66	)		1,478
Common stocks		964		—		(12	)		952
Total		$542,930		$18,957		$(5,010	)		$556,877
December 31, 2012
Fixed maturity investment securities:
Bonds:
U.S. government and government sponsored entities		$50,717		$2,488		$—			$53,205
Obligations of states, municipalities, and political subdivisions		150,721		4,998		(249	)		155,470
Corporate debt		365,342		11,051		(1,397	)		374,996
Mortgage-backed, asset-backed, and collateralized:
RMBS		183,835		8,029		(71	)		191,793
CMBS		40,388		1,245		(87	)		41,546
CDO/ABS		67,123		1,466		(8	)		68,581
Total		858,126		29,277		(1,812	)		885,591
Other long-term investments*		1,404		—		(24	)		1,380
Common stocks		974		30		(29	)		975
Total		$860,504		$29,307		$(1,865	)		$887,946

* Excludes interest in a limited partnership that we account for using the equity method ($0.5 million at June 30, 2013 and $0.6 million at December 31, 2012).

F-20

SPRINGLEAF FINANCE, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) (continued)

5.  Investment Securities (continued)

As of June 30, 2013 and December 31, 2012, we had no investment securities with other-than-temporary impairments recognized in accumulated other comprehensive income or loss.

Fair value and unrealized losses on investment securities by type and length of time in a continuous unrealized loss position were as follows:

	Less Than 12 Months					12 Months or Longer					Total
	Fair Value		Unrealized Losses			Fair Value		Unrealized Losses			Fair Value		Unrealized Losses
	(dollars in thousands)
June 30, 2013
Bonds:
U.S. government and government sponsored entities		$15,743		$(111	)		$—		$—			$15,743		$(111	)
Obligations of states, municipalities, and political subdivisions		3,153		(25	)		—		—			3,153		(25	)
Corporate debt		61,645		(2,578	)		17,447		(598	)		79,092		(3,176	)
RMBS		36,560		(1,360	)		35		(1	)		36,595		(1,361	)
CMBS		8,654		(207	)		—		—			8,654		(207	)
CDO/ABS		5,686		(52	)		—		—			5,686		(52	)
Total		131,441		(4,333	)		17,482		(599	)		148,923		(4,932	)
Other long-term investments		135		(66	)		—		—			135		(66	)
Common stocks		—		—			103		(12	)		103		(12	)
Total		$131,576		$(4,399	)		$17,585		$(611	)		$149,161		$(5,010	)
December 31, 2012
Bonds:
U.S. government and government sponsored entities		$1,310		$—			$—		$—			$1,310		$—
Obligations of states, municipalities, and political subdivisions		1,570		(4	)		9,646		(245	)		11,216		(249	)
Corporate debt		30,942		(527	)		49,690		(870	)		80,632		(1,397	)
RMBS		32,047		(70	)		46		(1	)		32,093		(71	)
CMBS		11,290		(52	)		5,673		(35	)		16,963		(87	)
CDO/ABS		5,442		(8	)		—		—			5,442		(8	)
Total		82,601		(661	)		65,055		(1,151	)		147,656		(1,812	)
Other long-term investments		178		(23	)		8		(1	)		186		(24	)
Common stocks		—		—			85		(29	)		85		(29	)
Total		$82,779		$(684	)		$65,148		$(1,181	)		$147,927		$(1,865	)

We continue to monitor unrealized loss positions for potential impairments. During the six months ended June 30, 2013, we recognized other-than-temporary impairments on RMBS totaling $26 thousand, which are recorded as an offset to investment revenues.

F-21

SPRINGLEAF FINANCE, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) (continued)

5.  Investment Securities (continued)

Components of the other-than-temporary impairment charges on investment securities were as follows:

	Six Months Ended June 30,
	2013			2012
	(dollars in thousands)
Total other-than-temporary impairment losses		$(26	)		$(652	)
Portion of loss recognized in accumulated other comprehensive loss		—			—
Net impairment losses recognized in net income (loss)		$(26	)		$(652	)

Changes in the cumulative amount of credit losses (recognized in earnings) on other-than-temporarily impaired investment securities were as follows:

	Six Months Ended June 30,
	2013			2012
	(dollars in thousands)
Balance at beginning of period		$1,650			$3,725
Additions:
Due to other-than-temporary impairments:
Impairment previously recognized		26			652
Reductions:
Realized due to sales with no prior intention to sell		(153	)		—
Balance at end of period		$1,523			$4,377

The fair values of investment securities sold or redeemed and the resulting realized gains, realized losses, and net realized gains were as follows:

	Six Months Ended June 30,
	2013			2012
	(dollars in thousands)
Fair value		$446,448			$210,391
Realized gains		$3,137			$940
Realized losses		(392	)		(492	)
Net realized gains		$2,745			$448

Contractual maturities of fixed-maturity investment securities at June 30, 2013 were as follows:

June 30, 2013	Fair Value		Amortized Cost
	(dollars in thousands)
Fixed maturities, excluding mortgage-backed securities:
Due in 1 year or less		$23,996		$23,937
Due after 1 year through 5 years		155,114		151,717
Due after 5 years through 10 years		139,603		139,118
Due after 10 years		53,283		50,685
Mortgage-backed, asset-backed, and collateralized securities		182,451		175,114
Total		$554,447		$540,571

F-22

SPRINGLEAF FINANCE, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) (continued)

5.  Investment Securities (continued)

Actual maturities may differ from contractual maturities since borrowers may have the right to call or prepay obligations. We may sell investment securities before maturity to achieve corporate requirements and investment strategies.

6.  Transactions with Affiliates of Fortress or AIG

SECURED TERM LOAN

Springleaf Financial Funding Company (“SFFC”), a wholly owned subsidiary of SFC, is party to a six-year secured term loan pursuant to a credit agreement among SFFC, SFC, and most of the consumer finance operating subsidiaries of SFC (collectively, the “Subsidiary Guarantors”), and a syndicate of lenders, various agents, and Bank of America, N.A, as administrative agent. At June 30, 2013, the outstanding principal amount of the secured term loan totaled $2.0 billion, compared to $3.8 billion at December 31, 2012. Affiliates of Fortress and affiliates of AIG owned or managed lending positions in the syndicate of lenders totaling approximately $46.1 million at June 30, 2013 and $85.0 million at December 31, 2012.

SUBSERVICING AND REFINANCE AGREEMENTS

Effective February 1, 2011, Nationstar Mortgage LLC (“Nationstar”) began subservicing the real estate loans of MorEquity, Inc. (“MorEquity”), our indirect wholly owned subsidiary, and two other indirect subsidiaries (collectively, the “Owners”), including certain securitized real estate loans. Investment funds managed by affiliates of Fortress indirectly own a majority interest in Nationstar.

The Owners paid Nationstar fees for its subservicing and to facilitate the repayment of our real estate loans through refinancings with other lenders as follows:

	Six Months Ended June 30,
	2013		2012
	(dollars in thousands)
Subservicing fees		$4,424		$5,145
Refinancing concessions		$265		$3,961

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 totaled $0.6 million for the six months ended June 30, 2013 and 2012.

REINSURANCE AGREEMENTS

Merit Life Insurance Co. (“Merit”), our indirect wholly owned subsidiary, enters into reinsurance agreements with subsidiaries of AIG, for reinsurance of various group annuity, credit life, and credit accident and health insurance where Merit reinsures the risk of loss. The reserves for this business fluctuate over time and, in some instances, are subject to recapture by the insurer. Reserves recorded by Merit for reinsurance agreements with subsidiaries of AIG totaled $46.6 million at June 30, 2013 and $46.8 million at December 31, 2012.

DERIVATIVES

At June 30, 2013 and December 31, 2012, all of our derivative financial instruments were with AIG Financial Products Corp. (“AIGFP”), a subsidiary of AIG. In July 2012, SFI posted $60.0 million of cash collateral with AIGFP as security for SFC’s two remaining Euro swap positions with AIGFP and agreed to act as guarantor for the swap positions. In August 2012, one of the swap positions was terminated and the cash collateral was reduced by $20.0 million. Cash collateral with AIGFP totaled $40.0 million at June 30, 2013 and December 31, 2012.

F-23

SPRINGLEAF FINANCE, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) (continued)

6.  Transactions with Affiliates of Fortress or AIG (continued)

JOINT VENTURE

Under the joint venture structure established in conjunction with the purchase of the SpringCastle Portfolio, certain affiliates of Newcastle own a 30% equity interest in SCA. Newcastle is managed by an affiliate of Fortress.

7.  Long-term Debt

Principal maturities of long-term debt (excluding projected securitization repayments by period) by type of debt at June 30, 2013 were as follows:

	Retail Notes			Medium Term Notes(a)			Euro Denominated Notes(b)			Secured Term Loan(c)			Securitizations			Junior Subordinated Debt (Hybrid Debt)			Total
	(dollars in thousands)
		4.95	% -		5 .40	% -								1.27	% -
Interest rates(d)		7.50	%		6.90	%		4.13	%		5.50	%		6.00	%		6.00	%
Third quarter 2013		$36,416			$—			$—			$—			$—			$—			$36,416
Fourth quarter 2013		2,903			—			416,636			—			—			—			419,539
First quarter 2014		1,115			—			—			—			—			—			1,115
Second quarter 2014		10,892			—			—			—			—			—			10,892
Remainder of 2014		344,055			—			—			—			—			—			344,055
2015		47,254			750,000			—			—			—			—			797,254
2016		—			375,000			—			—			—			—			375,000
2017		—			3,300,000			—			2,035,063			—			—			5,335,063
2018-2067		—			300,000			—			—			—			350,000			650,000
Securitizations(e)		—			—			—			—			6,384,881			—			6,384,881
Total principal maturities		$442,635			$4,725,000			$416,636			$2,035,063			$6,384,881			$350,000			$14,354,215
Total carrying amount		$413,434			$4,064,927			$408,195			$2,042,370			$6,369,929			$171,558			$13,470,413

(a) Medium-term notes at June 30, 2013 included $300 million in aggregate principal amount of 6.00% Senior Notes due 2020.

(b) Euro denominated note includes a €323.4 million note, shown here at the U.S. dollar equivalent at time of issuance.

(c) Our secured term loan is issued by wholly owned Company subsidiaries and guaranteed by SFC and the Subsidiary Guarantors.

(d) The interest rates shown are the range of contractual rates in effect at June 30, 2013, which exclude the effect of the associated derivative instrument used in hedge accounting relationships, if applicable.

(e) Securitizations are not included in above maturities by period due to their variable monthly repayments.

SFFC, our indirect wholly owned subsidiary, is the borrower of the secured term loan that is guaranteed by SFC and by the Subsidiary Guarantors. In addition, our other operating subsidiaries that from time to time meet certain criteria will be required to become Subsidiary Guarantors. The secured term loan is secured by a first priority pledge of the stock of SFFC that was limited at the transaction date, in accordance with existing SFC debt agreements, to $167.9 million.

F-24

SPRINGLEAF FINANCE, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) (continued)

7.  Long-term Debt (continued)

SFFC used the proceeds from the secured term loan to refinance its existing $3.0 billion secured term loan facility and to make new intercompany loans to the Subsidiary Guarantors. The intercompany loans are secured by a first priority security interest in eligible finance receivables, according to pre-determined eligibility requirements and in accordance with a borrowing base formula. The Subsidiary Guarantors used proceeds of the loans to pay down their intercompany loans from SFC. SFC used the payments from Subsidiary Guarantors to, among other things, repay debt and fund operations.

Immediately prior to the 2013-1 securitization transaction discussed in Note 8, the real estate loans to be securitized comprised a portion of the finance receivables pledged as collateral to support the outstanding principal amount under our secured term loan. Upon completion of the securitization transaction, these real estate loans were released from the collateral pledged to support our secured term loan and the Subsidiary Guarantors elected not to pledge new finance receivables as collateral to replace the real estate loans sold in the securitization transaction. The voluntary reduction of the collateral pledged required SFFC to make a mandatory prepayment of a portion of the outstanding principal (plus accrued interest). As a result, SFFC made a mandatory prepayment on April 11, 2013, without penalty or premium, of $714.9 million of outstanding principal (plus accrued interest).

On each of May 15, 2013 and May 30, 2013, SFFC made additional prepayments, without penalty or premium of $500.0 million of outstanding principal (plus accrued interest) on the secured term loan.

In connection with our liability management efforts, we or our affiliates from time to time have purchased, and may in the future purchase, portions of our outstanding indebtedness. Any such purchases may be made through open market or privately negotiated transactions with third parties or pursuant to one or more tender or exchange offers or otherwise, upon such terms and at such prices, as well as with such consideration as we or any such affiliates may determine. Our plans are dynamic and we may adjust our plans in response to changes in our expectations and changes in market conditions.

8.  Variable Interest Entities

As part of our overall funding strategy and as part of our efforts to support our liquidity from sources other than our traditional capital market sources, we have transferred certain finance receivables to VIEs for securitization transactions. Since these transactions involve securitization trusts required to be consolidated, the securitized assets and related liabilities are included in our financial statements and are accounted for as secured borrowings.

CONSOLIDATED VIEs

We evaluated the securitization trusts and determined that these entities are VIEs of which we are the primary beneficiary; therefore, we consolidate such entities. We are deemed to be the primary beneficiaries of these VIEs because we have the ability to direct the activities of each VIE that most significantly impact the entity’s economic performance and the obligation to absorb losses and the right to receive benefits that are potentially significant to the VIE. Such ability stems from SFI’s and/or its affiliates’ contractual right to service the securitized finance receivables. In instances where servicing is performed by parties other than SFI, this ability arises from SFI’s prescription of detailed servicing standards and procedures that the servicer must observe (and which can be modified only with our consent), and from our mandatory involvement in certain loan workouts and disposals of defaulted loans or related collateral. Our retained subordinated notes and residual interest trust certificates expose us to potentially significant losses and potentially significant returns.

The asset-backed and mortgage-backed securities issued by the securitization trusts are supported by the expected cash flows from the underlying securitized finance receivables. Cash inflows from these finance receivables are distributed to investors and service providers in accordance with each transaction’s contractual priority of payments (“waterfall”) and, as such, most of these inflows must be directed first to service and repay

F-25

SPRINGLEAF FINANCE, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) (continued)

8.  Variable Interest Entities (continued)

each trust’s senior notes or certificates held principally by third-party investors. After these senior obligations are extinguished, substantially all cash inflows will be directed to the subordinated notes until fully repaid and, thereafter, to the residual interest that we own in each trust. We retain interests in these securitization transactions, including senior and subordinated securities issued by the VIEs and residual interests. We retain credit risk in the securitizations because our retained interests include the most subordinated interest in the securitized assets, which are the first to absorb credit losses on the securitized assets. We expect that any credit losses in the pools of securitized assets will likely be limited to our subordinated and residual retained interests. We have no obligation to repurchase or replace qualified securitized assets that subsequently become delinquent or are otherwise in default.

The carrying amounts of consolidated VIE assets and liabilities associated with our securitization trusts were as follows:

	June 30, 2013		December 31, 2012
	(dollars in thousands)
Assets
Finance receivables		$8,610,277		$4,096,108
Allowance for finance receivable losses		45,746		14,502
Restricted cash		227,836		108,994
Liabilities
Long-term debt		$6,369,929		$3,120,599

2013 Securitization Transactions

2013-A Securitization.    On February 19, 2013, we completed a private securitization transaction in which an indirect wholly owned special purpose vehicle sold $567.9 million of notes backed by personal loans held by Springleaf Funding Trust 2013-A (the “2013-A Trust”), at a 2.83% weighted average yield. We sold the asset-backed notes for $567.5 million, after the price discount but before expenses and a $6.6 million interest reserve requirement. We initially retained $36.4 million of the 2013-A Trust’s subordinate asset-backed notes.

SpringCastle Securitization.    As discussed in Note 1, in connection with our acquisition of an unsecured loan portfolio from HSBC, on April 1, 2013, the Co-issuer LLCs sold, in a private securitization transaction, $2.2 billion of Class A Notes backed by the acquired loans. The Class A Notes were acquired by initial purchasers for $2.2 billion, after the price discount but before expenses and a $10.0 million advance reserve requirement. The initial purchasers sold the Class A Notes to secondary investors at a 3.75% weighted average yield. The Co-issuer LLCs retained subordinate Class B Notes with a principal balance of $372.0 million.

2013-1 Securitization.    On April 10, 2013, we completed a private securitization transaction in which an indirect wholly owned special purpose vehicle sold $782.5 million of notes backed by real estate loans held by Springleaf Mortgage Loan Trust 2013-1 (the “2013-1 Trust”), at a 2.85% weighted average yield. We sold the mortgage-backed notes for $782.4 million, after the price discount but before expenses. We initially retained $236.8 million of the 2013-1 Trust’s subordinate mortgage-backed notes.

2013-B Securitization.    On June 19, 2013, we completed a private securitization transaction in which an indirect wholly owned special purpose vehicle sold $256.2 million of notes backed by personal loans held by Springleaf Funding Trust 2013-B (the “2013-B Trust”), at a 4.11% weighted average yield. We sold the asset-backed notes for $255.4 million, after the price discount but before expenses and a $4.4 million interest reserve requirement. We initially retained $114.0 million of the 2013-B Trust’s senior asset-backed notes and $29.8 million of the 2013-B Trust’s subordinate asset-backed notes.

F-26

SPRINGLEAF FINANCE, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) (continued)

8.  Variable Interest Entities (continued)

Sales of Previously Retained Notes

During the second quarter of 2013, we sold the following previously retained mortgage-backed notes:

— $20.0 million mortgage-backed notes from our 2012-2 securitization and subsequently recorded $20.7 million of additional debt; and

— $7.5 million mortgage-backed notes from our 2012-3 securitization and subsequently recorded $7.8 million of additional debt.

VIE Interest Expense

Other than our retained subordinate and residual interests in the consolidated securitization trusts, we are under no obligation, either contractually or implicitly, to provide financial support to these entities. Consolidated interest expense related to these VIEs for the six months ended June 30, 2013 and 2012 totaled $117.4 million and $45.6 million, respectively.

UNCONSOLIDATED VIE

We have established a VIE that holds the junior subordinated debt. We are not the primary beneficiary, and we do not have a variable interest in this VIE. Therefore, we do not consolidate such entity. We had no off-balance sheet exposure to loss associated with this VIE at June 30, 2013 or December 31, 2012.

9.  Derivative Financial Instruments

Our principal borrowing subsidiary is SFC. SFC uses derivative financial instruments in managing the cost of its debt by mitigating its exposures to interest rate and currency risks in conjunction with specific long-term debt issuances and has used them in managing its return on finance receivables held for sale, but is neither a dealer nor a trader in derivative financial instruments. At June 30, 2013, SFC’s remaining derivative financial instrument (included in other assets) consisted of a cross currency interest rate swap agreement that matures in November 2013.

While SFC’s cross currency interest rate swap agreement mitigates economic exposure of related debt, it does not currently qualify as a cash flow or fair value hedge under U.S. GAAP.

The fair value of our remaining derivative instrument presented on a gross basis was as follows:

June 30, 2013

December 31, 2012

Notional Amount

Derivative Assets

Derivative Liabilities

Notional Amount

Derivative Assets

Derivative Liabilities

(dollars in thousands)

Non-Designated Hedging Instruments

Cross currency interest rate

$416,636

$20,836

$—

$416,636

$26,699

$—

F-27

SPRINGLEAF FINANCE, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) (continued)

9.  Derivative Financial Instruments (continued)

The amount of gain (loss) for cash flow hedges recognized in accumulated other comprehensive income or loss, reclassified from accumulated other comprehensive income or loss into other revenues (effective portion) and interest expense (effective portion), and recognized in other revenues (ineffective portion) were as follows:

				From AOCI(L)(a) to								Recognized in Other Revenues
	AOCI(L)			Other Revenues			Interest Expense		Earnings(b)
	(dollars in thousands)
Six Months Ended June 30, 2013
Cross currency interest rate		$—			$—			$160		$160			$—
Six Months Ended June 30, 2012
Cross currency interest rate		$(16,987	)		$(12,746	)		$76		$(12,670	)		$(426	)

(a) Accumulated other comprehensive income (loss).

(b) Represents the total amounts reclassified from accumulated other comprehensive income or loss to other revenues and to interest expense for cash flow hedges as disclosed on our condensed consolidated statement of comprehensive income (loss).

We elected to discontinue hedge accounting prospectively on one of our cash flow hedges as of May 2012 and terminated this cross currency interest rate swap agreement in August 2012. We continued to report the gain related to the discontinued and terminated cash flow hedge in accumulated other comprehensive loss. In January 2013, we reclassified the remaining $0.2 million of deferred net gain on cash flow hedges from accumulated other comprehensive income or loss to earnings.

The amounts recognized in other revenues for non-designated hedging instruments were as follows:

	Six Months Ended June 30,
	2013			2012
	(dollars in thousands)
Non-Designated Hedging Instruments
Cross currency interest rate		$(4,362	)		$(4,581	)

Derivative adjustments included in other revenues consisted of the following:

	Six Months Ended June 30,
	2013			2012
	(dollars in thousands)
Mark to market losses		$(14,504	)		$(27,323	)
Net interest income		7,460			9,621
Credit valuation adjustment gains (losses)		39			(3,826	)
Ineffectiveness losses		—			(426	)
Other		—			741
Total		$(7,005	)		$(21,213	)

SFC is exposed to credit risk if counterparties to its swap agreement do not perform. SFC regularly monitors counterparty credit ratings throughout the term of the agreement. SFC’s exposure to market risk is limited to changes in the value of its swap agreement offset by changes in the value of the hedged debt.

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SPRINGLEAF FINANCE, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) (continued)

10.  Earnings Per Share

Number of shares outstanding and earnings (loss) per share were as follows:

	Six Months Ended June 30,
	2013		2012
Share Data:
Number of shares outstanding
Basic and diluted		2,000,000		2,000,000
Earnings (loss) per share
Basic and diluted		$22.44		$(46.50	)

11.  Accumulated Other Comprehensive Income (Loss)

Changes in accumulated other comprehensive income (loss) were as follows:

	Unrealized Gains (Losses) Investment Securities			Unrealized Gains (Losses) Cash Flow Hedges			Retirement Plan Liabilities Adjustments			Foreign Currency Translation Adjustments		Total Accumulated Other Comprehensive Income (Loss)
	(dollars in thousands)
Six Months Ended June 30, 2013
Balance at beginning of period		$17,837			$104			$8,120			$4,127		$30,188
Other comprehensive income (loss) before reclassifications		(7,005	)		—			—			2,094		(4,911	)
Reclassification adjustments from accumulated other comprehensive income		(1,767	)		(104	)		—			—		(1,871	)
Balance at end of period		$9,065			$—			$8,120			$6,221		$23,406
Six Months Ended June 30, 2012
Balance at beginning of period		$5,080			$4,318			$(35,221	)		$152		$(25,671	)
Other comprehensive income (loss) before reclassifications		8,203			(11,042	)		13,393			1,213		11,767
Reclassification adjustments from accumulated other comprehensive income		42			8,235			—			—		8,277
Balance at end of period		$13,325			$1,511			$(21,828	)		$1,365		$(5,627	)

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SPRINGLEAF FINANCE, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) (continued)

11.  Accumulated Other Comprehensive Income (Loss) (continued)

Reclassification adjustments from accumulated other comprehensive income (loss) to the applicable line item on our condensed consolidated statements of operations were as follows:

	Six Months Ended June 30,
	2013			2012
	(dollars in thousands)
Unrealized gains (losses) on investment securities:
Reclassification from accumulated other comprehensive income (loss) to investment revenues, before taxes		$2,719			$(65	)
Income tax effect		(952	)		23
Reclassification from accumulated other comprehensive income (loss) to investment revenues, net of taxes		1,767			(42	)
Unrealized gains (losses) on cash flow hedges:
Reclassification from accumulated other comprehensive income (loss) to interest expense, before taxes		160			76
Reclassification from accumulated other comprehensive income (loss) to other revenues, before taxes		—			(12,746	)
Income tax effect		(56	)		4,435
Reclassification from accumulated other comprehensive income (loss) to interest expense and other revenues, net of taxes		104			(8,235	)
Total		$1,871			$(8,277	)

12.  Income Taxes

At June 30, 2013, we had a net deferred tax liability of $199.3 million, compared to $268.0 million at December 31, 2012. The decrease in the net deferred tax liability was primarily due to an improvement in the fair value of our finance receivables, which are marked to market value for tax basis. We had a partial valuation allowance on our state deferred tax assets, net of a deferred federal tax benefit of $19.0 million at June 30, 2013, compared to $19.1 million at December 31, 2012. We also had a valuation allowance against our United Kingdom operations of $19.9 million at June 30, 2013 and $19.6 million at December 31, 2012.

The effective tax rate for the six months ended June 30, 2013 was 21.9%. The effective tax rate differed from the federal statutory rate for the six months ended June 30, 2013 primarily due to the effect of the non-controlling interest in our joint venture, which decreased the effective tax rate by 14.9%.

13.  Restructuring

As part of a strategic effort to streamline operations and reduce expenses, we initiated the following restructuring activities during the first half of 2012:

— ceased originating real estate loans in the United States and the United Kingdom;

— ceased branch-based personal lending and retail sales financing in 14 states where we did not have a significant presence;

— consolidated certain branch operations in 26 states; and

— closed 231 branch offices.

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SPRINGLEAF FINANCE, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) (continued)

13.  Restructuring (continued)

As a result of these initiatives, during the first half of 2012 we reduced our workforce at our branch offices, at our Evansville, Indiana headquarters, and in the United Kingdom by 820 employees and incurred a pretax charge of $23.5 million.

Restructuring expenses and related asset impairment and other expenses by segment were as follows:

	Consumer		Insurance		Real Estate		Other		Consolidated Total
	(dollars in thousands)
Six Months Ended June 30, 2012
Restructuring expenses		$15,634		$229		$818		$6,822		$23,503

Changes in the restructuring liability were as follows:

	Severance Expenses			Contract Termination Expenses			Asset Writedowns			Other Exit Expenses*			Total Restructuring Expenses
	(dollars in thousands)
Six Months Ended June 30, 2013
Balance at beginning of period		$56			$365			$—			$—			$421
Amounts paid		(56	)		(252	)		—			—			(308	)
Balance at end of period		$—			$113			$—			$—			$113
Six Months Ended June 30, 2012
Balance at beginning of period		$—			$—			$—			$—			$—
Amounts charged to expense		11,600			5,840			5,246			817			23,503
Amounts paid		(9,432	)		(4,231	)		—			(620	)		(14,283	)
Non-cash expenses		—			—			(5,246	)		200			(5,046	)
Balance at end of period		$2,168			$1,609			$—			$397			$4,174

* Primarily includes removal expenses for branch furniture and signs and fees for outplacement services. Also includes the impairment of the market value adjustment on leased branch offices from the Fortress Acquisition.

We do not anticipate any additional future restructuring expenses to be incurred that can be reasonably estimated at June 30, 2013.

14.  Contingencies

LEGAL CONTINGENCIES

In the normal course of business, the Company has been named, from time to time, as a defendant in various legal actions, including arbitrations, class actions and other litigation arising in connection with its activities. Some of the actual or threatened legal actions include claims for substantial compensatory and/or punitive damages or claims for indeterminate amounts of damages. While we will continue to identify certain legal actions where we believe a material loss to be reasonably possible and reasonably estimable, there can be no assurance that material losses will not be incurred from claims that we have not yet been notified of or are not yet determined to be probable or reasonably possible and reasonably estimable.

We contest liability and/or the amount of damages, as appropriate, in each pending matter. Where available information indicates that it is probable that a liability had been incurred at the date of the consolidated

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SPRINGLEAF FINANCE, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) (continued)

14.  Contingencies (continued)

financial statements and we can reasonably estimate the amount of that loss, we accrue the estimated loss by a charge to income. In many actions, however, it is inherently difficult to determine whether any loss is probable or even reasonably possible or to estimate the amount of any loss. In addition, even where loss is reasonably possible or an exposure to loss exists in excess of the liability already accrued with respect to a previously recognized loss contingency, it is not always possible to reasonably estimate the size of the possible loss or range of loss.

For certain legal actions, we cannot reasonably estimate such losses, particularly for actions that are in their early stages of development or where plaintiffs seek substantial or indeterminate damages. Numerous issues may need to be resolved, including through potentially lengthy discovery and determination of important factual matters, and by addressing novel or unsettled legal questions relevant to the actions in question, before a loss or additional loss or range of loss or additional loss can be reasonably estimated for any given action.

For certain other legal actions, we can estimate reasonably possible losses, additional losses, ranges of loss or ranges of additional loss in excess of amounts accrued, but do not believe, based on current knowledge and after consultation with counsel, that such losses will have a material adverse effect on our consolidated financial statements as a whole.

PAYMENT PROTECTION INSURANCE

Our United Kingdom subsidiary provides payments of compensation to its customers who have made claims concerning Payment Protection Insurance (“PPI”) policies sold in the normal course of business by insurance intermediaries. On April 20, 2011, the High Court in the United Kingdom handed down judgment supporting the Financial Services Authority (“FSA”) guidelines on the treatment of PPI complaints. In addition, the FSA issued a guidance consultation paper in March 2012 on the payment protection insurance customer contact letters. As a result, we have concluded that there are certain circumstances where customer contact and/or redress is appropriate. The total reserves related to the estimated PPI claims were $44.9 million at June 30, 2013 and $62.7 million at December 31, 2012. In 2012, our professional indemnity insurance claim was disputed, and in the fourth quarter of 2012, we reversed this claim based upon our assessment that the probability of the recovery of the claim no longer met the probability standard for recognition.

15.  Risks and Uncertainties Related to Liquidity and Capital Resources

We currently have a significant amount of indebtedness in relation to our equity. SFI’s and SFC’s credit ratings are non-investment grade, which have a significant impact on our cost of, and access to, capital. This, in turn, negatively affects our ability to manage our liquidity and our ability and cost to refinance our indebtedness.

There are numerous risks to our financial results, liquidity, and capital raising and debt refinancing plans, some of which may not be quantified in our current liquidity forecasts. These risks include, but are not limited, to the following:

— our inability to grow our personal loan portfolio with adequate profitability;

— the effect of federal, state and local laws, regulations, or regulatory policies and practices;

— the liquidation and related losses within our real estate portfolio could be substantial and result in reduced cash receipts;

— potential liability relating to real estate and personal loans which we have sold or may sell in the future, or relating to securitized loans;

— our inability to monetize assets including, but not limited to, our access to debt and securitization markets; and

— the potential for disruptions in bond and equity markets.

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NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) (continued)

15.  Risks and Uncertainties Related to Liquidity and Capital Resources (continued)

At June 30, 2013, we had $646.4 million of cash and cash equivalents and during the six months ended June 30, 2013 we generated net income of $98.8 million. Our net cash outflow from operating and investing activities totaled $2.1 billion for the six months ended June 30, 2013 as a result of the purchase of the SpringCastle Portfolio. At June 30, 2013, our remaining principal and interest payments for 2013 on our existing debt (excluding securitizations) totaled $706.9 million. Additionally, we have $244.0 million of debt maturities and interest payments (excluding securitizations) due in the first half of 2014. As of June 30, 2013, we had UPB of $1.1 billion of unencumbered personal loans and $1.6 billion of unencumbered real estate loans.

Based on our estimates and taking into account the risks and uncertainties of our plans, we believe that we will have adequate liquidity to finance and operate our businesses and repay our obligations as they become due for at least the next twelve months.

It is possible that the actual outcome of one or more of our plans could be materially different than we expect or that one or more of our significant judgments or estimates about the potential effects of these risks and uncertainties could prove to be materially incorrect and such actual results could materially adversely affect us.

16.  Benefit Plans

Effective December 31, 2012, the Springleaf Financial Services Retirement Plan (the “Retirement Plan”) and the CommoLoCo Retirement Plan (a defined benefit pension plan for our employees in Puerto Rico) were frozen. Our current and former employees will not lose any vested benefits in the Retirement Plan or the CommoLoCo Retirement Plan that accrued prior to January 1, 2013.

The following table presents the components of net periodic benefit cost with respect to our defined benefit pension plans and other postretirement benefit plans:

	Six Months   Ended June 30, 2013			Six Months   Ended June 30, 2012
	(dollars in thousands)
Pension
Components of net periodic benefit cost:
Service cost		$—			$8,124
Interest cost		7,179			9,555
Expected return on assets		(7,748	)		(10,371	)
Amortization of net loss		24			273
Net periodic benefit cost		$(545	)		$7,581
Postretirement
Components of net periodic benefit cost:
Service cost		$162			$158
Interest cost		128			143
Curtailment gain		—			(110	)
Net periodic benefit cost		$290			$191

17.  Segment Information

During the fourth quarter of 2012, we redefined our segments to coincide with how our businesses are managed. Effective December 31, 2012, our three segments included: Consumer, Insurance, and Real Estate.

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NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) (continued)

17.  Segment Information (continued)

These segments evolved primarily from management’s redefined business strategy, including its decision to cease real estate lending effective January 1, 2012 and to shift its focus to personal loan products which we believe have significant prospects for growth and business development due to the strong demand in our target market of non-prime borrowers. Effective June 30, 2013, we added a fourth segment, Portfolio Acquisitions, as a result of our co-investment in the SpringCastle Portfolio. Management considers Consumer, Insurance, and Portfolio Acquisitions as our Core Consumer Operations and Real Estate as our Non-Core Portfolio.

Our segments are managed as follows:

Core Consumer Operations

— Consumer—We originate and service personal loans (secured and unsecured) through two business divisions: branch operations and centralized internet. Branch operations primarily conducts business in 26 states, which are our core operating states. Centralized internet processes and underwrites loan applications that we receive through an internet portal. If the applicant is located near an existing branch (“in footprint”), our centralized internet lending division makes the credit decision regarding the application and then refers the customer to a nearby branch for closing, funding and servicing. If the applicant is not located near a branch (“out of footprint”), the centralized internet group originates the loan.

— Insurance—We offer credit insurance (life insurance, accident and health insurance, and involuntary unemployment insurance), non-credit insurance, and ancillary products, such as warranty protection. We also require credit-related property and casualty insurance, when needed, to protect our interest in the property pledged as collateral.

— Portfolio Acquisitions—We acquired a $3.9 billion consumer loan portfolio consisting of over 415,000 unsecured loans and loans secured by subordinate residential real estate mortgages (which we service as unsecured loans due to the fact that the liens are subordinated to superior ranking security interests). This loan portfolio was acquired from HSBC through a newly-formed joint venture in which we own a 47% equity interest and which we consolidate in our financial statements. The loans vary in form and substance from our typical branch serviced loans and are in a liquidating status with no anticipation of significant renewal activity. We assumed the direct servicing obligation for this loan portfolio in September, 2013.

Non-Core Portfolio

— Real Estate—We service and hold real estate loans secured by first or second mortgages on residential real estate. Real estate loans previously originated through our branch offices are either serviced by our branch personnel or by our centralized servicing operation. Real estate loans previously acquired or originated through centralized distribution channels are serviced by one of our indirect wholly owned subsidiaries, MorEquity, all of which are subserviced by Nationstar, except for certain securitized real estate loans, which are serviced and subserviced by third parties. Investment funds managed by affiliates of Fortress indirectly own a majority interest in Nationstar. As a result of the cessation of real estate lending effective January 1, 2012, all of our real estate loans are in a liquidating status.

The remaining components (which we refer to as “Other”) consist of our other non-core, non-originating legacy operations, which are isolated by geographic market and/or distribution channel from our Core Consumer Operations and our Non-Core Portfolio. These operations include our legacy operations in 14 states where we have also ceased branch-based personal lending as a result of our restructuring activities during the first half of 2012, our liquidating retail sales finance portfolio (including our retail sales finance accounts from our dedicated auto finance operation), our lending operations in Puerto Rico and the U.S. Virgin Islands, and the operations of our United Kingdom subsidiary.

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SPRINGLEAF FINANCE, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) (continued)

17.  Segment Information (continued)

Due to the nature of the Fortress Acquisition, we applied push-down accounting. However, we report the operating results of our Core Consumer Operations, Non-Core Portfolio, and Other using the same accounting basis that we employed prior to the Fortress Acquisition, which we refer to as “historical accounting basis,” to provide a consistent basis for both management and other interested third parties to better understand the operating results of these segments. The historical accounting basis (which is a basis of accounting other than GAAP) also provides better comparability of the operating results of these segments to our competitors and other companies in the financial services industry. The historical accounting basis is not applicable to the Portfolio Acquisitions segment since this segment resulted from the purchase of the SpringCastle Portfolio on April 1, 2013 and therefore, was not affected by the Fortress Acquisition.

The “Push-down Accounting Adjustments” column in the following tables consists of:

— the accretion or amortization of the valuation adjustments on the applicable revalued assets and liabilities;

— the difference in finance charges on our purchased credit impaired finance receivables compared to the finance charges on these finance receivables on a historical accounting basis;

— the elimination of accretion or amortization of historical based discounts, premiums, and other deferred costs on our finance receivables and long-term debt; and

— the reversal of the decreases to the allowance for finance receivable losses (on a historical accounting basis).

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SPRINGLEAF FINANCE, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) (continued)

17.  Segment Information (continued)

The following tables present information about the Company’s segments as well as reconciliations to the condensed consolidated financial statement amounts. Due to the changes in the composition of our previously reported segments, we have restated the corresponding segment information for the prior period.

	Consumer			Insurance			Portfolio Acquisitions		Real Estate			Other			Eliminations			Push-down Accounting Adjustments			Consolidated Total
	(dollars in thousands)
At or for the Six Months Ended June 30, 2013
Interest income:
Finance charges		$331,087			$—			$166,878		$364,508			$27,629			$			$103,532			$993,634
Interest expense		72,869			—			24,591		292,438			8,841						70,187			468,926
Net interest income		258,218			—			142,287		72,070			18,788			—			33,345			524,708
Provision for finance receivable losses		14,014			—			17,797		149,624			(5,747	)		—			7,250			182,938
Net interest income after provision for finance receivable losses		244,204			—			124,490		(77,554	)		24,535			—			26,095			341,770
Other revenues:
Insurance		—			68,848			—		—			40			—			(21	)		68,867
Investment		—			22,746			—		—			1,396			—			(3,211	)		20,931
Intersegment—insurance commissions		28,210			(28,205	)		—		58			(63	)		—			—			—
Portfolio servicing fees from SpringCastle		—			—			2,380		—			—			(2,380	)		—			—
Other		(712	)		4,371			81		(19,199	)		(361	)		—			21,148			5,328
Total other revenues		27,498			67,760			2,461		(19,141	)		1,012			(2,380	)		17,916			95,126
Other expenses:
Operating expenses:
Salaries and benefits		121,759			6,943			2,411		13,097			13,187			—			(107	)		157,290
Other operating expenses		57,188			4,878			22,136		27,968			7,494			—			2,315			121,979
Portfolio servicing fees to Springleaf		—			—			2,380		—			—			(2,380	)		—			—
Insurance losses and loss adjustment expenses		—			31,524			—		—			—			—			(424	)		31,100
Total other expenses		178,947			43,345			26,927		41,065			20,681			(2,380	)		1,784			310,369
Income (loss) before provision for (benefit from) income taxes		92,755			24,415			100,024		(137,760	)		4,866			—			42,227			126,527
Income (loss) before provision for (benefit from) income taxes attributable to non-controlling interests		—			—			53,948		—			—			—			—			53,948
Income (loss) before provision for (benefit from) income taxes attributable to Springleaf		$92,755			$24,415			$46,076		$(137,760	)		$4,866			$—			$42,227			$72,579
Assets		$2,870,833			$1,040,502			$2,934,110		$9,161,141			$751,641			$—			$(715,934	)		$16,042,293

F-36

SPRINGLEAF FINANCE, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) (continued)

17.  Segment Information (continued)

	Consumer		Insurance			Real Estate			Other			Push-down Accounting Adjustments			Consolidated Total
	(dollars in thousands)
At or for the Six Months Ended June 30, 2012
Interest income:
Finance charges		$280,231		$—			$426,730			$60,372			$94,586			$861,919
Finance receivables held for sale originated as held for investment		—		—			2,390			—			4			2,394
Total interest income		280,231		—			429,120			60,372			94,590			864,313
Interest expense		66,589		—			348,352			20,094			125,238			560,273
Net interest income		213,642		—			80,768			40,278			(30,648	)		304,040
Provision for finance receivable losses		28,838		—			81,545			4,533			22,023			136,939
Net interest income after provision for finance receivable losses		184,804		—			(777	)		35,745			(52,671	)		167,101
Other revenues:
Insurance		—		61,332			—			61			(70	)		61,323
Investment		—		20,250			—			2,536			(4,619	)		18,167
Intersegment—insurance commissions		19,181		(19,498	)		36			281			—			—
Other		2,335		1,630			(28,850	)		2,153			(8,866	)		(31,598	)
Total other revenues		21,516		63,714			(28,814	)		5,031			(13,555	)		47,892
Other expenses:
Operating expenses:
Salaries and benefits		124,291		5,770			14,793			18,397			(259	)		162,992
Other operating expenses		64,318		6,138			44,836			24,720			2,823			142,835
Restructuring expenses		15,634		229			818			6,822			—			23,503
Insurance losses and loss adjustment expenses		—		27,716			—			—			(566	)		27,150
Total other expenses		204,243		39,853			60,447			49,939			1,998			356,480
Income (loss) before provision for (benefit from) income taxes		$2,077		$23,861			$(90,038	)		$(9,163	)		$(68,224	)		$(141,487	)
Assets		$2,496,750		$948,730			$10,288,738			$2,422,373			$(773,109	)		$15,383,482

18.  Fair Value Measurements

The fair value of a financial instrument is the amount that would be received if an asset were to be sold or the amount that would be paid to transfer a liability in an orderly transaction between market participants at the measurement date. The degree of judgment used in measuring the fair value of financial instruments generally correlates with the level of pricing observability. Financial instruments with quoted prices in active markets generally have more pricing observability and less judgment is used in measuring fair value. Conversely, financial instruments traded in other-than-active markets or that do not have quoted prices have less observability and are measured at fair value using valuation models or other pricing techniques that require more judgment. An other-than-active market is one in which there are few transactions, the prices are not current, price quotations vary substantially either over time or among market makers, or little information is released publicly for the asset or liability being valued. Pricing observability is affected by a number of factors, including the type of financial

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NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) (continued)

18.  Fair Value Measurements (continued)

instrument, whether the financial instrument is listed on an exchange or traded over-the-counter or is new to the market and not yet established, the characteristics specific to the transaction, and general market conditions.

Management is responsible for the determination of the value of the financial assets and financial liabilities and the supporting methodologies and assumptions. Third-party valuation service providers are employed to gather, analyze, and interpret market information and derive fair values based upon relevant methodologies and assumptions for individual instruments. When the valuation service providers are unable to obtain sufficient market observable information upon which to estimate the fair value for a particular security, fair value is determined either by requesting brokers who are knowledgeable about these securities to provide a quote, which is generally non-binding, or by employing widely accepted internal valuation models.

Valuation service providers typically obtain data about market transactions and other key valuation model inputs from multiple sources and, through the use of widely accepted internal valuation models, provide a single fair value measurement for individual securities for which a fair value has been requested. The inputs used by the valuation service providers include, but are not limited to, market prices from recently completed transactions and transactions of comparable securities, interest rate yield curves, credit spreads, currency rates, and other market-observable information as of the measurement date as well as the specific attributes of the security being valued, including its term, interest rate, credit rating, industry sector, and other issue or issuer-specific information. When market transactions or other market observable data is limited, the extent to which judgment is applied in determining fair value is greatly increased. We assess the reasonableness of individual security values received from valuation service providers through various analytical techniques. We conduct price reviews for all assets. Assets that fall outside a price change tolerance are sent to our third-party valuation provider for further review. In addition, we may validate the reasonableness of fair values by comparing information obtained from the valuation service providers to other third-party valuation sources for selected securities.

FAIR VALUE HIERARCHY

We measure and classify assets and liabilities in the consolidated balance sheets in a hierarchy for disclosure purposes consisting of three “Levels” based on the observability of inputs available in the market place used to measure the fair values. In general, we determine the fair value measurements classified as Level 1 based on inputs utilizing quoted prices in active markets for identical assets or liabilities that we have the ability to access. We generally obtain market price data from exchange or dealer markets. We do not adjust the quoted price for such instruments.

We determine the fair value measurements classified as Level 2 based on inputs utilizing other than quoted prices included in Level 1 that are observable for the asset or liability, either directly or indirectly. Level 2 inputs include quoted prices for similar assets and liabilities in active markets, and inputs other than quoted prices that are observable for the asset or liability, such as interest rates and yield curves that are observable at commonly quoted intervals.

Level 3 inputs are unobservable inputs for the asset or liability, and include situations where there is little, if any, market activity for the asset or liability.

In certain cases, the inputs we use to measure the fair value of an asset may fall into different levels of the fair value hierarchy. In such cases, we determine the level in the fair value hierarchy within which the fair value measurement in its entirety falls based on the lowest level input that is significant to the fair value measurement in its entirety. Our assessment of the significance of a particular input to the fair value measurement in its entirety requires judgment and considers factors specific to the asset or liability.

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SPRINGLEAF FINANCE, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) (continued)

18.  Fair Value Measurements (continued)

The following table summarizes the fair values and carrying values of our financial instruments and indicates the fair value hierarchy based on the level of inputs we utilized to determine such fair values:

	Fair Value Measurements Using						Total Fair Value		Total Carrying Value
	Level 1		Level 2		Level 3
	(dollars in thousands)
June 30, 2013
Assets
Cash and cash equivalents		$646,372		$—		$—		$646,372		$646,372
Investment securities		102		532,650		24,626		557,378		557,378
Net finance receivables, less allowance for finance receivable losses		—		—		14,178,607		14,178,607		14,056,498
Restricted cash		279,858		—		—		279,858		279,858
Other assets:
Commercial mortgage loans		—		—		99,913		99,913		108,051
Cross currency interest rate derivative		—		20,836		—		20,836		20,836
Escrow advance receivable		—		—		18,893		18,893		18,893
Liabilities
Long-term debt		$—		$14,008,926		$—		$14,008,926		$13,470,413
December 31, 2012
Assets
Cash and cash equivalents		$1,554,348		$—		$—		$1,554,348		$1,554,348
Investment securities		255		855,307		33,015		888,577		888,577
Net finance receivables, less allowance for finance receivable losses		—		—		11,727,877		11,727,877		11,633,366
Restricted cash		157,844		—		—		157,844		157,844
Other assets
Commercial mortgage loans		—		—		99,933		99,933		110,398
Cross currency interest rate derivative		—		26,699		—		26,699		26,699
Escrow advance receivable		—		—		18,520		18,520		18,520
Liabilities
Long-term debt		$—		$13,067,253		$—		$13,067,253		$12,596,577

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SPRINGLEAF FINANCE, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) (continued)

18.  Fair Value Measurements (continued)

FAIR VALUE MEASUREMENTS—RECURRING BASIS

The following table presents information about our assets and liabilities measured at fair value on a recurring basis and indicates the fair value hierarchy based on the levels of inputs we utilized to determine such fair value:

	Fair Value Measurements Using						Total Carried At  Fair Value
	Level 1		Level 2		Level 3
	(dollars in thousands)
June 30, 2013
Assets
Cash and cash equivalents in mutual funds		$314,618		$—		$—		$314,618
Investment securities:
Bonds:
U.S. government and government sponsored entities		—		35,851		—		35,851
Obligations of states, municipalities, and political subdivisions		—		110,546		—		110,546
Corporate debt		—		212,485		13,114		225,599
RMBS		—		148,707		218		148,925
CMBS		—		16,647		2		16,649
CDO/ABS		—		8,414		8,463		16,877
Total		—		532,650		21,797		554,447
Other long-term investments(a)		—		—		1,478		1,478
Common stocks(b)		102		—		—		102
Total investment securities		102		532,650		23,275		556,027
Restricted cash in mutual funds		212,074		—		—		212,074
Other assets—cross currency interest rate derivative		—		20,836		—		20,836
Total		$526,794		$553,486		$23,275		$1,103,555
December 31, 2012
Assets
Cash and cash equivalents in mutual funds		$696,553		$—		$—		$696,553
Investment securities:
Bonds:
U.S. government and government sponsored entities		—		53,205		—		53,205
Obligations of states, municipalities, and political subdivisions		—		155,470		—		155,470
Corporate debt		—		361,579		13,417		374,996
RMBS		—		191,719		74		191,793
CMBS		—		39,779		1,767		41,546
CDO/ABS		—		53,555		15,026		68,581
Total		—		855,307		30,284		885,591
Other long-term investments(a)		—		—		1,380		1,380
Common stocks(b)		255		—		—		255
Total investment securities		255		855,307		31,664		887,226
Restricted cash in mutual funds		97,554		—		—		97,554
Other assets—cross currency interest rate derivative		—		26,699		—		26,699
Total		$794,362		$882,006		$31,664		$1,708,032

F-40

SPRINGLEAF FINANCE, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) (continued)

18.  Fair Value Measurements (continued)

(a) Other long-term investments excludes our interest in a limited partnership of $0.5 million at June 30, 2013 and $0.6 million at December 31, 2012 that we account for using the equity method.

(b) Common stocks excludes stocks not carried at fair value of $0.9 million at June 30, 2013 and $0.7 million at December 31, 2012.

We had no transfers between Level 1 and Level 2 during the six months ended June 30, 2013.

The following table presents changes in Level 3 assets and liabilities measured at fair value on a recurring basis for the six months ended June 30, 2013:

			Net gains (losses) included in:
	Balance at beginning of period		Other revenues			Other comprehensive income (loss)			Purchases, sales, issues, settlements (a)			Transfers into Level 3		Transfers out of Level 3		Balance at end of period
	(dollars in thousands)
Six Months Ended June 30, 2013
Investment securities:
Bonds:
Corporate debt		$13,417		$(109	)		$287			$(481	)		$—		$—		$13,114
RMBS		74		(35	)		179			—			—		—		218
CMBS		1,767		(5	)		1			(1,761	)		—		—		2
CDO/ABS		15,026		630			(540	)		(6,653	)		—		—		8,463
Total		30,284		481			(73	)		(8,895	)		—		—		21,797
Other long-term investments(b)		1,380		2			107			(11	)		—		—		1,478
Total investment securities		$31,664		$483			$34			$(8,906	)		$—		$—		$23,275

(a) The detail of purchases, sales, issues, and settlements for the six months ended June 30, 2013 is presented in the table below.

(b) Other long-term investments excludes our interest in a limited partnership of $0.5 million at June 30, 2013 that we account for using the equity method.

F-41

SPRINGLEAF FINANCE, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) (continued)

18.  Fair Value Measurements (continued)

The following table presents the detail of purchases, sales, issuances, and settlements of Level 3 assets and liabilities measured at fair value on a recurring basis for the six months ended June 30, 2013:

	Purchases		Sales			Issues		Settlements			Total
	(dollars in thousands)
Six Months Ended June 30, 2013
Investment securities:
Bonds:
Corporate debt		$—		$—			$—		$(481	)		$(481	)
CMBS		—		(1,453	)		—		(308	)		(1,761	)
CDO/ABS		—		(1,633	)		—		(5,020	)		(6,653	)
Total		—		(3,086	)		—		(5,809	)		(8,895	)
Other long-term investments		—		—			—		(11	)		(11	)
Total investment securities		$—		$(3,086	)		$—		$(5,820	)		$(8,906	)

The following table presents changes in Level 3 assets and liabilities measured at fair value on a recurring basis for the six months ended June 30, 2012:

			Net gains (losses) included in:
	Balance at beginning of period		Other revenues			Other comprehensive income (loss)			Purchases, sales, issues, settlements (a)			Transfers into Level 3		Transfers out of Level 3		Balance at end of period
	(dollars in thousands)
Six Months Ended June 30, 2012
Investment securities:
Bonds:
Corporate debt		$2,800		$3			$184			$(2,987	)		$—		$—		$—
RMBS		1,914		36			192			(117	)		—		—		2,025
CMBS		7,944		(11	)		283			(352	)		—		—		7,864
CDO/ABS		8,916		132			857			(209	)		—		—		9,696
Total		21,574		160			1,516			(3,665	)		—		—		19,585
Other long-term investments(b)		4,127		—			(484	)		(936	)		—		—		2,707
Common stocks		3		(5	)		2			—			—		—		—
Total investment securities		$25,704		$155			$1,034			$(4,601	)		$—		$—		$22,292

(a) “Purchases, sales, issues, and settlements” column only consist of settlements. There were no purchases, sales, or issues of investment securities for the six months ended June 30, 2012.

(b) Other long-term investments excludes our interest in a limited partnership of $1.3 million at June 30, 2012 that we account for using the equity method.

There were no unrealized gains or losses recognized in earnings on instruments held at June 30, 2013 or 2012.

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SPRINGLEAF FINANCE, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) (continued)

18.  Fair Value Measurements (continued)

We used observable and/or unobservable inputs to determine the fair value of positions that we have classified within the Level 3 category. As a result, the unrealized gains and losses for assets and liabilities within the Level 3 category presented in the Level 3 tables above may include changes in fair value that were attributable to both observable (e.g., changes in market interest rates) and unobservable (e.g., changes in unobservable long-dated volatilities) inputs.

The unobservable inputs and quantitative data used in our Level 3 valuations for our investment securities were developed and used in models created by our third-party valuation service providers, which values were used by us for fair value disclosure purposes without adjustment. We applied the third party exception which allows us to omit certain quantitative disclosures about unobservable inputs for other long-term investments. As a result, the weighted average ranges of the inputs for these investment securities are not applicable in the following table.

Quantitative information about Level 3 inputs for our assets measured at fair value on a recurring basis for which information about the unobservable inputs is reasonably available to us at June 30, 2013 and December 31, 2012 is as follows:

			Range (Weighted Average)
	Valuation Technique(s)	Unobservable Input	June 30, 2013	December 31, 2012
Corporate debt	Discounted cash flows	Yield	2.69%-7.65% (4.46%)	2.74%-7.35% (4.45%)
Other long-term investments	Discounted cash flows and indicative valuations	Historical costs Nature of investment Local market conditions Comparables Operating performance Recent financing activity	N/A*	N/A*

* Not applicable.

The fair values of the assets using significant unobservable inputs are sensitive and can be impacted by significant increases or decreases in any of those inputs. Level 3 broker-priced instruments (RMBS, CMBS, and CDO/ABS) are excluded from the table above because the unobservable inputs are not reasonably available to us.

Our RMBS, CMBS, and CDO/ABS securities have unobservable inputs that are reliant on and sensitive to the quality of their underlying collateral. The inputs, although not identical, have similar characteristics and interrelationships. Generally a change in the assumption used for the probability of default is accompanied by a directionally similar change in the assumption used for the loss severity and a directionally opposite change in the assumption used for prepayment speeds. An improvement in the workout criteria related to the restructured debt and/or debt covenants of the underlying collateral may lead to an improvement in the cash flows and have an inverse impact on other inputs, specifically a reduction in the amount of discount applied for marketability and liquidity, making the structured bonds more attractive to market participants.

FAIR VALUE MEASUREMENTS—NON-RECURRING BASIS

We measure the fair value of certain assets on a non-recurring basis when events or changes in circumstances indicate that the carrying amount of the asset may not be recoverable.

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SPRINGLEAF FINANCE, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) (continued)

18.  Fair Value Measurements (continued)

Assets measured at fair value on a non-recurring basis on which we recorded impairment charges were as follows:

	Fair Value Measurements Using
	Level 1		Level 2		Level 3		Total
	(dollars in thousands)
June 30, 2013
Assets
Real estate owned		$—		$—		$65,612		$65,612
Commercial mortgage loans		—		—		10,914		10,914
Total		$—		$—		$76,526		$76,526
December 31, 2012
Assets
Real estate owned		$—		$—		$98,903		$98,903
Commercial mortgage loans		—		—		19,037		19,037
Total		$—		$—		$117,940		$117,940

Net impairment charges recorded on assets measured at fair value on a non-recurring basis were as follows:

	Six Months Ended June 30,
	2013			2012
	(dollars in thousands)
Assets
Real estate owned		$13,658			$20,013
Commercial mortgage loans		(1,713	)		1,467
Finance receivables held for sale		—			1,371
Total		$11,945			$22,851

In accordance with the authoritative guidance for the accounting for the impairment of long-lived assets, we wrote down certain real estate owned reported in our Real Estate segment to their fair value for the six months ended June 30, 2013 and 2012 and recorded the writedowns in other revenues. The fair values disclosed in the tables above are unadjusted for transaction costs as required by the authoritative guidance for fair value measurements. The amounts recorded on the balance sheet are net of transaction costs as required by the authoritative guidance for accounting for the impairment of long-lived assets.

In accordance with the authoritative guidance for the accounting for the impairment of commercial mortgage loans, we recorded allowance adjustments on certain impaired commercial mortgage loans to record their fair value for the six months ended June 30, 2013 and 2012 and recorded the net impairments in investment revenues.

In accordance with the authoritative guidance for the accounting for the impairment of finance receivables held for sale, we wrote down certain finance receivables held for sale reported in our Real Estate segment to their fair value for the six months ended June 30, 2012 and recorded the writedowns in other revenues.

The unobservable inputs and quantitative data used in our Level 3 valuations for our real estate owned, commercial mortgage loans, and finance receivables held for sale were developed and used in models created by

F-44

SPRINGLEAF FINANCE, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) (continued)

18.  Fair Value Measurements (continued)

our third-party valuation service providers or valuations provided by external parties, which values were used by us for fair value disclosure purposes without adjustment. We applied the third party exception which allows us to omit certain quantitative disclosures about unobservable inputs. As a result, the weighted average ranges of the inputs are not applicable in the following table.

Quantitative information about Level 3 inputs for our assets measured at fair value on a non-recurring basis at June 30, 2013 and December 31, 2012 is as follows:

			Range (Weighted Average)
	Valuation Technique(s)	Unobservable Input	June 30, 2013			December 31, 2012
Real estate owned	Market approach	Third-party valuation		N/A	*		N/A	*
Commercial mortgage loans	Market approach	Local market conditions Nature of investment Comparable property sales Operating performance		N/A	*		N/A	*
Finance receivables held for sale	Market approach	Negotiated prices with prospective purchasers		N/A	*		N/A	*

* Not applicable.

FAIR VALUE MEASUREMENTS—VALUATION METHODOLOGIES AND ASSUMPTIONS

We used the following methods and assumptions to estimate fair value.

Cash and Cash Equivalents

The carrying amount reported in our condensed consolidated balance sheets approximates fair value.

Investment Securities

We utilized third-party valuation service providers to measure the fair value of our investment securities (which consist primarily of bonds). Whenever available, we obtained quoted prices in active markets for identical assets at the balance sheet date to measure investment securities at fair value. We generally obtained market price data from exchange or dealer markets.

We estimated the fair value of fixed maturity investment securities not traded in active markets by referring to traded securities with similar attributes, using dealer quotations and a matrix pricing methodology, or discounted cash flow analyses. This methodology considers such factors as the issuer’s industry, the security’s rating and tenor, its coupon rate, its position in the capital structure of the issuer, yield curves, credit curves, prepayment rates and other relevant factors. For fixed maturity investment securities that are not traded in active markets or that are subject to transfer restrictions, we adjusted the valuations to reflect illiquidity and/or non-transferability. Such adjustments are generally based on available market evidence. In the absence of such evidence, management’s best estimate is used.

Finance Receivables

The fair value of net finance receivables, less allowance for finance receivable losses, both non-impaired and purchased credit impaired, were determined using discounted cash flow methodologies. The

F-45

SPRINGLEAF FINANCE, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) (continued)

18.  Fair Value Measurements (continued)

application of these methodologies required us to make certain judgments and estimates based on our perception of market participant views related to the economic and competitive environment, the characteristics of our finance receivables, and other similar factors. The most significant judgments and estimates made relate to prepayment speeds, default rates, loss severity, and discount rates. The degree of judgment and estimation applied was significant in light of the current capital markets and, more broadly, economic environments. Therefore, the fair value of our finance receivables could not be determined with precision and may not be realized in an actual sale. Additionally, there may be inherent weaknesses in the valuation methodologies we employed, and changes in the underlying assumptions used could significantly affect the results of current or future values.

Finance Receivables Held for Sale

We determined the fair value of finance receivables held for sale that were originated as held for investment based on negotiations with prospective purchasers (if any) or by using projected cash flows discounted at the weighted-average interest rates offered by us in the market for similar finance receivables. We based cash flows on contractual payment terms adjusted for estimates of prepayments and credit related losses.

Restricted Cash

The carrying amount reported in our condensed consolidated balance sheets approximates fair value.

Commercial Mortgage Loans

We utilized third-party valuation service providers to estimate the fair value of commercial mortgage loans using projected cash flows discounted at an appropriate rate based upon market conditions.

Real Estate Owned

We initially based our estimate of the fair value on independent third-party valuations at the time we took title to real estate owned. Subsequent changes in fair value are based upon independent third-party valuations obtained periodically to estimate a price that would be received in a then current transaction to sell the asset.

Derivatives

Our derivatives are not traded on an exchange. The valuation model used by our third-party valuation service provider to calculate fair value of our derivative instruments includes a variety of observable inputs, including contractual terms, interest rate curves, foreign exchange rates, yield curves, credit curves, measure of volatility, and correlations of such inputs. Valuation adjustments may be made in the determination of fair value. These adjustments include amounts to reflect counterparty credit quality and liquidity risk, as well as credit and market valuation adjustments. The credit valuation adjustment adjusts the valuation of derivatives to account for nonperformance risk of our counterparty with respect to all net derivative assets positions. The credit valuation adjustment also accounts for our own credit risk in the fair value measurement of all net derivative liabilities’ positions, when appropriate. The market valuation adjustment adjusts the valuation of derivatives to reflect the fact that we are an “end-user” of derivative products. As such, the valuation is adjusted to take into account the bid-offer spread (the liquidity risk), as we are not a dealer of derivative products.

Escrow Advance Receivable

The carrying amount reported in our condensed consolidated balance sheets approximates fair value.

F-46

SPRINGLEAF FINANCE, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) (continued)

18.  Fair Value Measurements (continued)

Long-term Debt

Where market-observable prices are not available, we estimated the fair values of long-term debt using projected cash flows discounted at each balance sheet date’s market-observable implicit-credit spread rates for our long-term debt and adjusted for foreign currency translations.

19. Subsequent Events

SECURITIZATIONS

On July 9, 2013, we completed a private securitization transaction in which an indirect wholly owned special purpose vehicle sold $599.4 million of notes backed by real estate loans of the Springleaf Mortgage Loan Trust 2013-2 (the “2013-2 Trust”), at a 2.88% weighted average yield. We received proceeds of $590.9 million from the sale, calculated after the price discount but before expenses.

On September 25, 2013, we completed a private securitization transaction in which Springleaf Funding Trust 2013-BAC (the “2013-BAC Trust”), a wholly owned special purpose vehicle of SFC, issued $500.0 million of notes backed by an amortizing pool of personal loans acquired from subsidiaries of SFC. We sold the personal loan-backed notes for $500.0 million, calculated before expenses.

On September 26, 2013, we completed a private securitization transaction in which Midbrook Funding Trust 2013-VFN1 (the “Midbrook 2013-VFN1 Trust”), a wholly owned special purpose vehicle of SFC, issued variable funding notes with a maximum principal balance of $300 million to be backed by personal loans acquired from subsidiaries of SFC from time to time. The notes were not funded at closing, but may be funded from time to time over a one-year period, subject to the satisfaction of customary conditions precedent. During this period, the notes can also be paid down in whole or in part and then redrawn. Following the one-year funding period, the principal amount of the notes, if any, will amortize and will be due and payable in full in October 2017.

On September 27, 2013, we completed a private securitization transaction in which Springleaf Funding Trust 2013-VFN1 (the “Springleaf 2013-VFN1 Trust”), a wholly owned special purpose vehicle of SFC, issued variable funding notes with a maximum principal balance of $350 million to be backed by personal loans acquired from subsidiaries of SFC from time to time. The notes were not funded at closing, but may be funded from time to time over a two-year period, which may be extended for one year, subject to the satisfaction of customary conditions precedent. During this period, the notes can also be paid down in whole or in part and then redrawn. Following the two-or three-year funding period, as the case may be, the principal amount of the notes, if any, will amortize and will be due and payable in full in October 2019.

SALES OF PREVIOUSLY RETAINED NOTES

Subsequent to June 30, 2013, we sold the following previously retained mortgage-backed and asset-backed notes:

— $157.5 million mortgage-backed notes from our 2013-2 securitization and subsequently recorded $148.6 million of additional debt;

— $114.0 million asset-backed notes from our 2013-B securitization and subsequently recorded $111.6 million of additional debt; and

— $372.0 million Class B Notes from our SpringCastle securitization and subsequently recorded $357.1 million of additional debt.

F-47

SPRINGLEAF FINANCE, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) (continued)

19.  Subsequent Events (continued)

SECURED TERM LOAN PREPAYMENTS

On July 29, 2013 and September 30, 2013, SFFC made prepayments, without penalty or premium of $235.1 million and $1.25 billion, respectively of outstanding principal (plus accrued interest) on the secured term loan. The $1.25 billion prepayment included proceeds from the New Loan Tranche (as defined below). Following the prepayments, the outstanding principal amount of the secured term loan due 2017 totaled $550.0 million.

NEW LOAN TRANCHE UNDER SECURED TERM LOAN FACILITY

On September 30, 2013, SFC, SFFC and the Subsidiary Guarantors entered into an incremental facility joinder agreement with Bank of America, N.A., as lender, administrative agent and collateral agent, and established new term loan commitments totaling $750.0 million under the secured term loan (the “New Loan Tranche”). SFFC remained the borrower of the loans made under the New Loan Tranche, and the proceeds of such loans were used to make a voluntary prepayment of the secured term loan as described immediately above. The New Loan Tranche is guaranteed by SFC and by the Subsidiary Guarantors, and the New Loan Tranche is secured by the same collateral as, and on a pro rata basis with, the initial loans under the secured term loan.

TERMINATION OF DERIVATIVE FINANCIAL INSTRUMENT

On August 5, 2013, we terminated our remaining cross currency interest rate swap agreement with AIGFP, a subsidiary of AIG, and recorded a loss of $1.9 million in other revenues. The notional amount of this swap agreement totaled $416.6 million at August 5, 2013. Immediately following this termination, we had no derivative financial instruments.

As a result of this termination, AIGFP returned the cash collateral of $40.0 million to SFI, which was used as security for SFC’s remaining Euro swap position with AIGFP as discussed in Note 6.

SFC’S OFFERING OF SENIOR NOTES

On September 24, 2013, SFC issued $650 million aggregate principal amount of the 7.75% Senior Notes and $300 million aggregate principal amount of the 8.25% Senior Notes in a Rule 144A offering. SFC issued $500 million aggregate principal amount of the 7.75% Senior Notes and $200 million aggregate principal amount of the 8.25% Senior Notes in exchange for $700 million aggregate principal amount of SFC’s outstanding 6.90% medium term notes, Series J, due 2017. SFC used a portion of the proceeds from the offering of the Notes to repurchase $183.7 million aggregate principal amount of its 6.90% medium term notes, Series J, due 2017.

Springleaf Holdings, LLC Restricted Stock Units

On September 30, 2013, Springleaf Holdings, LLC granted fully vested restricted stock units (“RSUs”) to certain executives of the Company. The common units underlying these RSUs will be delivered to the executives on the earlier of the completion of this offering or March 15, 2014 and cannot be sold or otherwise transferred for 5 years following the date of delivery, except to the extent necessary to satisfy certain tax obligations.

The Company has recognized this grant in accordance with ASC 718, Compensation—Stock Compensation. This guidance requires all share-based payments to employees, including grants of employee stock options, to be recognized as an expense in the consolidated statements of income and comprehensive income, based on the fair values. The amount of compensation is measured at the fair value of the awards when granted and this cost is expensed over the required service period, which is normally the vesting period of the award, in this case, fully expensed on September 30, 2013. The Company expects to recognize approximately $131 million of compensation expense related to this grant for the three months ended September 30, 2013.

F-48

SPRINGLEAF FINANCE, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) (continued)

19.  Subsequent Events (continued)

Springleaf Financial Holdings, LLC Incentive Units

Prior to the consummation of this offering, and subject to the approval of the board of the Initial Stockholder, certain executives of the Company will receive a grant of incentive units in the Initial Stockholder. These incentive units are intended to encourage the executives to create sustainable, long-term value for the Company by providing them with interests that will be subject to their continued employment with the Company and that will only provide benefits (in the form of distributions) if the Initial Stockholder makes distributions to one or more of its common members that exceed specified amounts. We expect that the incentive units will be entitled to vote together with the holders of common units in the Initial Stockholder as a single class on all matters. We also expect that these incentive units will not be able to be sold or otherwise transferred and the executives will be entitled to receive these distributions only while they are employed with the Company, unless the executive’s termination of employment results from the executive’s death, in which case the executive’s beneficiaries will be entitled to receive any future distributions.

The Company will recognize these incentive units in accordance with ASC 710, Compensation—General, and will recognize compensation expense at the time distributions are made to the executives.

F-49

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Directors and Shareholder of Springleaf Finance, Inc.:

In our opinion, the accompanying consolidated balance sheets as of December 31, 2012 and 2011 and the related consolidated statements of operations, comprehensive income (loss), shareholder’s equity, and cash flows for the years ended December 31, 2012 and 2011 and the one month ended December 31, 2010 present fairly, in all material respects, the financial position of Springleaf Finance, Inc. and its subsidiaries (Successor Company) at December 31, 2012 and 2011 and the results of their operations and their cash flows for the years ended December 31, 2012 and 2011 and the one month ended December 31, 2010 in conformity with accounting principles generally accepted in the United States of America. These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits of these statements in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

/s/ PricewaterhouseCoopers LLP

Chicago, Illinois

April 8, 2013, except for the corrections to amounts previously reported as discussed in Note 2 and the addition of Earnings Per Share information in Note 18, as to which the date is August 15, 2013.

F-50

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Directors and Shareholder of Springleaf Finance, Inc.

In our opinion, the accompanying consolidated statements of operations, comprehensive income (loss), shareholder’s equity, and cash flows for the eleven months ended November 30, 2010 present fairly, in all material respects, the results of operations and cash flows of Springleaf Finance, Inc. and its subsidiaries (formerly American General Finance, Inc., Predecessor Company) for the eleven months ended November 30, 2010 in conformity with accounting principles generally accepted in the United States of America. These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these financial statements based on our audit. We conducted our audit of these statements in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion.

/s/ PricewaterhouseCoopers LLP

Chicago, Illinois

March 30, 2011

F-51

SPRINGLEAF FINANCE, INC. AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS

	Successor Company
	December 31,
	2012			2011
	(dollars in thousands)
Assets
Cash and cash equivalents		$1,554,348			$689,586
Investment securities		888,577			1,045,474
Net finance receivables:
Personal loans		2,649,732			2,685,039
Real estate loans (includes loans of consolidated VIEs of $4.1 billion in 2012 and $2.4 billion in 2011)		8,955,365			10,115,812
Retail sales finance		208,357			369,903
Net finance receivables		11,813,454			13,170,754
Allowance for finance receivable losses (includes allowance of consolidated VIEs of $14.5 million in 2012 and $2.1 million in 2011)		(180,088	)		(72,000	)
Net finance receivables, less allowance for finance receivable losses		11,633,366			13,098,754
Restricted cash (includes restricted cash of consolidated VIEs of $109.0 million in 2012 and $58.4 million in 2011)		157,844			66,301
Other assets		439,380			594,773
Total assets		$14,673,515			$15,494,888
Liabilities and Shareholder’s Equity
Long-term debt (includes debt of consolidated VIEs of $3.1 billion in 2012 and $1.4 billion in 2011)		$12,596,577			$13,070,393
Insurance claims and policyholder liabilities		365,238			327,857
Deferred and accrued taxes		283,762			404,965
Other liabilities		227,811			328,769
Total liabilities		13,473,388			14,131,984
Shareholder’s equity:
Common stock		1,000			1,000
Additional paid-in capital		147,454			147,456
Accumulated other comprehensive income (loss)		30,188			(25,671	)
Retained earnings		1,021,485			1,240,119
Total shareholder’s equity		1,200,127			1,362,904
Total liabilities and shareholder’s equity		$14,673,515			$15,494,888

See notes to consolidated financial statements.

F-52

SPRINGLEAF FINANCE, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF OPERATIONS

	Successor Company									Predecessor Company
	Year Ended December 31, 2012			Year Ended December 31, 2011			One Month Ended December 31, 2010			Eleven Months Ended November 30, 2010
	(dollars in thousands except earnings (loss) per share)
Interest income:
Finance charges		$1,703,552			$1,885,547			$181,329			$1,668,302
Finance receivables held for sale originated as held for investment		2,740			—			—			20,418
Total interest income		1,706,292			1,885,547			181,329			1,688,720
Interest expense		1,068,391			1,268,047			118,693			996,469
Net interest income		637,901			617,500			62,636			692,251
Provision for finance receivable losses		338,219			332,848			38,767			444,349
Net interest income after provision for finance receivable losses		299,682			284,652			23,869			247,902
Other revenues:
Insurance		126,423			120,190			11,269			113,604
Investment		32,550			35,694			431			37,789
Other		(64,770	)		(17,725	)		20,112			73,029
Total other revenues		94,203			138,159			31,812			224,422
Other expenses:
Operating expenses:
Salaries and benefits		320,164			359,724			31,168			390,255
Other operating expenses		296,395			345,178			26,223			303,221
Restructuring expenses		23,503			—			—			—
Insurance losses and loss adjustment expenses		60,679			41,114			4,585			43,576
Total other expenses		700,741			746,016			61,976			737,052
Bargain purchase gain		—			—			1,469,182			—
Income (loss) before benefit from income taxes		(306,856	)		(323,205	)		1,462,887			(264,728	)
Benefit from income taxes		(88,222	)		(99,049	)		(1,388	)		(250,697	)
Net income (loss)		$(218,634	)		$(224,156	)		$1,464,275			$(14,031	)
Share Data:
Number of shares outstanding
Basic and diluted		2,000,000			2,000,000			2,000,000			2,000,000
Earnings (loss) per share
Basic and diluted		$(109.32	)		$(112.08	)		$732.14			$(7.02	)

See notes to consolidated financial statements.

F-53

SPRINGLEAF FINANCE, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)

	Successor Company									Predecessor Company
	Year Ended December 31, 2012			Year Ended December 31, 2011			One Month Ended December 31, 2010			Eleven Months Ended November 30, 2010
	(dollars in thousands)
Net income (loss)		$(218,634	)		$(224,156	)		$1,464,275			$(14,031	)
Other comprehensive income (loss):
Net unrealized gains (losses) on:
Investment securities on which other-than-temporary impairments were taken		475			74			147			8,829
All other investment securities		16,883			10,137			(7,001	)		18,007
Cash flow hedges		(16,987	)		31,793			65,696			(34,121	)
Retirement plan liabilities adjustment		67,019			(54,988	)		689			108
Foreign currency translation adjustments		3,975			(234	)		386			(5,103	)
Income tax effect:
Net unrealized (gains) losses on:
Investment securities on which other-than-temporary impairments were taken		(166	)		(26	)		(51	)		(3,090	)
All other investment securities		(5,909	)		(3,548	)		2,450			(6,302	)
Cash flow hedges		5,945			(11,128	)		(22,993	)		11,942
Retirement plan liabilities adjustment		(23,678	)		19,342			(264	)		(38	)
Foreign currency translation adjustments		—			—			—			4,084
Valuation allowance on deferred tax assets for:
Investment securities		—			—			—			9,152
Cash flow hedges		—			—			—			2,813
Retirement plan liabilities adjustment		—			—			—			38
Foreign currency translation adjustments		—			—			—			(4,084	)
Other comprehensive income (loss), net of tax, before reclassification adjustments		47,557			(8,578	)		39,059			2,235
Reclassification adjustments included in net income (loss):
Net realized losses on investment securities		2,268			4,177			282			9,825
Cash flow hedges		10,504			(26,730	)		(64,117	)		42,157
Income tax effect:
Net realized losses on investment securities		(794	)		(1,462	)		(99	)		(3,439	)
Cash flow hedges		(3,676	)		9,356			22,441			(14,755	)
Reclassification adjustments included in net income (loss), net of tax		8,302			(14,659	)		(41,493	)		33,788
Other comprehensive income (loss), net of tax		55,859			(23,237	)		(2,434	)		36,023
Comprehensive income (loss)		$(162,775	)		$(247,393	)		$1,461,841			$21,992

See notes to consolidated financial statements.

F-54

SPRINGLEAF FINANCE, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF SHAREHOLDER’S EQUITY

	Common Stock		Additional Paid-in Capital			Accumulated Other Comprehensive Income (Loss)			Retained Earnings			Total Shareholder’s Equity
	(dollars in thousands)
Successor Company
Balance, January 1, 2012		$1,000		$147,456			$(25,671	)		$1,240,119			$1,362,904
Capital contributions from parent and other		—		(2	)		—			—			(2	)
Change in net unrealized gains (losses):
Investment securities		—		—			12,757			—			12,757
Cash flow hedges		—		—			(4,214	)		—			(4,214	)
Retirement plan liabilities adjustments		—		—			43,341			—			43,341
Foreign currency translation adjustments		—		—			3,975			—			3,975
Net loss		—		—			—			(218,634	)		(218,634	)
Balance, December 31, 2012		$1,000		$147,454			$30,188			$1,021,485			$1,200,127
Successor Company
Balance, January 1, 2011		$1,000		$147,457			$(2,434	)		$1,464,275			$1,610,298
Capital contributions from parent and other		—		(1	)		—			—			(1	)
Change in net unrealized gains:
Investment securities		—		—			9,352			—			9,352
Cash flow hedges		—		—			3,291			—			3,291
Retirement plan liabilities adjustments		—		—			(35,646	)		—			(35,646	)
Foreign currency translation adjustments		—		—			(234	)		—			(234	)
Net loss		—		—			—			(224,156	)		(224,156	)
Balance, December 31, 2011		$1,000		$147,456			$(25,671	)		$1,240,119			$1,362,904
Predecessor Company
Balance, January 1, 2010		$1,000		$1,971,175			$1,846			$(57,368	)		$1,916,653
Capital contributions from parent and other		—		20,125			—			—			20,125
Dividend of income tax receivable to AIG		—		(245,715	)		—			—			(245,715	)
Change in net unrealized gains:
Investment securities		—		—			32,982			—			32,982
Cash flow hedges		—		—			8,036			—			8,036
Retirement plan liabilities adjustment		—		—			108			—			108
Foreign currency translation adjustments		—		—			(5,103	)		—			(5,103	)
Net loss		—		—			—			(14,031	)		(14,031	)
Balance, November 30, 2010		$1,000		$1,745,585			$37,869			$(71,399	)		$1,713,055
Successor Company
Push-down accounting adjustments		$—		$(1,598,128	)		$(37,869	)		$71,399			$(1,564,598	)
Balance, December 1, 2010		1,000		147,457			—			—			148,457
Change in net unrealized gains (losses):
Investment securities		—		—			(4,272	)		—			(4,272	)
Cash flow hedges		—		—			1,027			—			1,027
Retirement plan liabilities adjustment		—		—			425			—			425
Foreign currency translation adjustments		—		—			386			—			386
Net income		—		—			—			1,464,275			1,464,275
Balance, December 31, 2010		$1,000		$147,457			$(2,434	)		$1,464,275			$1,610,298

See notes to consolidated financial statements.

F-55

SPRINGLEAF FINANCE, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS

	Successor Company									Predecessor Company
	Year Ended December 31, 2012			Year Ended December 31, 2011			One Month Ended December 31, 2010			Eleven Months Ended November 30, 2010
	(dollars in thousands)
Cash flows from operating activities
Net income (loss)		$(218,634	)		$(224,156	)		$1,464,275			$(14,031	)
Reconciling adjustments:
Provision for finance receivable losses		338,219			332,848			38,767			444,349
Depreciation and amortization		166,927			243,774			2,086			142,608
Deferral of finance receivable origination costs		(46,993	)		(47,044	)		(3,686	)		(35,976	)
Deferred income tax charge (benefit)		(158,004	)		(113,066	)		(7,404	)		1,791
Writedowns and net loss on sales of real estate owned		60,109			69,106			6,314			42,883
Writedowns on assets resulting from restructuring		5,046			—			—			—
Impairments of Ocean Finance and Mortgages Limited assets		8,342			—			—			—
Mark to market provision on finance receivables held for sale originated as held for investment		1,372			—			—			—
Net gain on sales of finance receivables held for sale originated as held for investment		(5,908	)		—			—			—
Net loss on repurchases of debt		18,328			—			—			—
Gain on early extinguishment of secured term loan					(10,664	)		—			—
Bargain purchase gain		—			—			(1,469,182	)		—
Net realized losses on investment securities		2,268			4,177			282			9,825
Change in other assets and other liabilities		(35,616	)		(32,815	)		(152,906	)		44,221
Change in insurance claims and policyholder liabilities		37,381			(12,346	)		(998	)		(30,398	)
Change in taxes receivable and payable		76,716			(46,754	)		6,037			(247,824	)
Change in accrued finance charges		7,486			552			6,193			33,689
Change in restricted cash		(40,967	)		14,734			1,076			(4,748	)
Other, net		(174	)		2,260			(1,662	)		(2,835	)
Net cash provided by (used for) operating activities		215,898			180,606			(110,808	)		383,554

Continued on following page.

F-56

SPRINGLEAF FINANCE, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS (continued)

	Successor Company									Predecessor Company
	Year Ended December 31, 2012			Year Ended December 31, 2011			One Month Ended December 31, 2010			Eleven Months Ended November 30, 2010
	(dollars in thousands)
Cash flows from investing activities
Finance receivables originated or purchased		(1,654,407	)		(1,857,051	)		(116,646	)		(1,327,484	)
Principal collections on finance receivables		2,611,616			2,800,871			249,444			2,980,645
Sales and principal collections on finance receivables held for sale originated as held for investment		181,561			—			—			37,764
Investment securities purchased		(1,053,055	)		(559,870	)		—			(74,942	)
Investment securities called, sold, and matured		1,216,934			262,136			8,494			72,078
Change in notes receivable from American International Group, Inc.		—			468,662			49			1,550,857
Change in restricted cash		(50,564	)		238,863			(21,950	)		(247,697	)
Proceeds from sale of real estate owned		181,996			206,608			21,305			198,727
Other, net		(117	)		(19,546	)		298			8,395
Net cash provided by investing activities		1,433,964			1,540,673			140,994			3,198,343
Cash flows from financing activities
Proceeds from issuance of long-term debt		2,275,520			2,362,113			—			3,501,205
Debt commissions on issuance of long-term debt		(9,190	)		(20,683	)		—			(87,237	)
Repayment of long-term debt		(3,054,379	)		(4,771,797	)		(122,712	)		(4,388,860	)
Change in short-term debt		—			—			—			(2,450,000	)
Capital contributions from parent		—			—			—			21,929
Net cash used for financing activities		(788,049	)		(2,430,367	)		(122,712	)		(3,402,963	)
Effect of exchange rate changes		2,949			1,111			(30	)		(657	)
Increase (decrease) in cash and cash equivalents		864,762			(707,977	)		(92,556	)		178,277
Cash and cash equivalents at beginning of period		689,586			1,397,563			1,490,119			1,311,842
Cash and cash equivalents at end of period		$1,554,348			$689,586			$1,397,563			$1,490,119
Supplemental cash flow information
Interest paid		$845,272			$920,324			$202,044			$852,562
Income taxes paid (received)		18,642			60,864			45			(468,812	)
Supplemental non-cash activities
Transfer of finance receivables to real estate owned		$181,380			$226,323			$28,709			$258,690
Transfer of finance receivables held for investment to finance receivables held for sale (prior to deducting allowance for finance receivable losses)		182,208			—			—			—
Dividend of income tax receivable to American International Group, Inc.		—			—			—			245,715
Transfer of finance receivables held for sale to finance receivables held for investment		1,353			—			—			655,565

See notes to consolidated financial statements.

F-57

SPRINGLEAF FINANCE, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

DECEMBER 31, 2012 AND 2011

1.  Nature of Operations

Springleaf Finance, Inc. (“SFI” or, collectively with its subsidiaries, whether directly or indirectly owned, “the Company,” “we,” “us,” or “our”) is a wholly owned subsidiary of AGF Holding Inc. (“AGF Holding”).

On November 30, 2010, FCFI Acquisition LLC (“FCFI”), an affiliate of Fortress Investment Group LLC (“Fortress”), indirectly acquired an 80% economic interest in SFI from AIG Capital Corporation (“ACC”), a direct wholly owned subsidiary of American International Group, Inc. (“AIG”) (the “Fortress Acquisition”). AIG, through ACC, indirectly retained a 20% economic interest in SFI. See Note 5 for further information on the Fortress Acquisition.

SFI is a financial services holding company whose principal subsidiary is Springleaf Finance Corporation (“SFC”). SFC is also a financial services holding company with subsidiaries engaged in the consumer finance and credit insurance businesses. At December 31, 2012, we had $11.8 billion of net finance receivables due from over 974,000 customer accounts and $3.4 billion of credit and non-credit life insurance policies in force covering over 630,000 customer accounts. At December 31, 2012, we had 852 branch offices in the United States, Puerto Rico, and the U.S. Virgin Islands and over 4,600 employees.

SEGMENTS

Prior to our 2012 restructuring initiatives discussed in Note 4 and further refinement of our business strategy, we had three business segments: Branch, Centralized Real Estate, and Insurance, which were defined by the types of financial service products we offered, the nature of our production processes, and the methods we used to distribute our products and to provide our services, as well as our management reporting structure.

Subsequent to our 2012 strategic review of our operations, we have redefined our segments to coincide with how our businesses are currently managed. At December 31, 2012, our three business segments include: Consumer, Insurance, and Real Estate. These business segments evolved primarily from management’s redefined business strategy, including its decision to cease real estate lending effective January 1, 2012 and to shift its focus to consumer loan products which we believe have significant prospects for growth and business development due to the strong demand in our target market of non-prime borrowers. Throughout 2012, management continued to refine our business strategy and operating footprint and the reporting tools necessary to manage the Company under the new segments, which were defined in final form in the fourth quarter of 2012 and led to our revision to 2012 segment reporting.

Consumer

In our Consumer segment, we originate and service personal loans (secured and unsecured) in 26 states, which are our core operating states.

To supplement our lending activities, we have historically purchased finance receivables originated by other lenders. We also offer credit and non-credit insurance and ancillary products to all eligible branch customers.

Insurance

In our Insurance segment, we write and reinsure credit life, credit accident and health, credit-related property and casualty, and credit involuntary unemployment insurance covering our customers and the property pledged as collateral through products that the Consumer and Real Estate business segments offer to its customers. We also offer non-credit insurance and ancillary products.

F-58

SPRINGLEAF FINANCE, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

1.  Nature of Operations (continued)

Real Estate

In our Real Estate segment, we service and hold real estate loans secured by first or second mortgages on residential real estate. Real estate loans previously originated through our branch offices are either serviced by our branch personnel or by our centralized servicing operation. Real estate loans previously acquired or originated through centralized distribution channels are serviced by one of our indirect wholly owned subsidiaries, MorEquity, Inc. (“MorEquity”), all of which are subserviced by Nationstar Mortgage LLC (“Nationstar”), except for certain securitized real estate loans, which are serviced and subserviced by third parties. Investment funds managed by affiliates of Fortress indirectly own a majority interest in Nationstar. As a result of the cessation of real estate lending effective January 1, 2012, all of our real estate loans are in a liquidating status.

Other

The remaining components (which we refer to as “Other”) consist of our other non-core, non-originating legacy operations, which are isolated by geographic market and/or distribution channel from our core operations. These operations include our legacy operations in 14 states where we have also ceased branch-based personal lending as a result of our restructuring activities during the first half of 2012, our liquidating retail sales finance portfolio (including our retail sales finance accounts from our dedicated auto finance operation), our lending operations in Puerto Rico and the U.S. Virgin Islands, and the operations of our United Kingdom subsidiary.

SALE OF FINANCE RECEIVABLES AND MORTGAGE BROKERAGE BUSINESS

On August 29, 2012, our subsidiaries in the United Kingdom sold their entire finance receivable portfolios totaling $103.1 million, which resulted in a gain of $6.3 million. On August 31, 2012, our subsidiaries in the United Kingdom sold their mortgage brokerage business consisting of various intangible assets including supplier lists, records, sales, marketing and promotional material, the business pipeline, the client database and records, and the brand name, which resulted in a gain of $0.6 million. As a result of the sales of these assets, as well as our decision to cease loan originations in the United Kingdom, we recorded a loss of $4.6 million in the third quarter of 2012, which represented the full impairment of our United Kingdom customer lists intangible assets and wrote off $1.4 million of related fixed assets.

2.  Summary of Significant Accounting Policies

BASIS OF PRESENTATION

We prepared our consolidated financial statements using generally accepted accounting principles in the United States of America (“U.S. GAAP”). The statements include the accounts of SFI and its subsidiaries, all of which are wholly owned. We eliminated all material intercompany accounts and transactions. We made judgments, estimates, and assumptions that affect amounts reported in our consolidated financial statements and disclosures of contingent assets and liabilities. In management’s opinion, the consolidated financial statements include the normal, recurring adjustments necessary for a fair statement of results, and the out-of-period adjustment recorded in the second quarter of 2012 discussed below. Ultimate results could differ from our estimates. We evaluated the effects of and the need to disclose events that occurred subsequent to the balance sheet date through August 15, 2013. To conform to the 2012 presentation, we reclassified certain items in prior periods. We have combined the branch real estate and centralized real estate data in Notes 6 and 7 previously reported separately in prior years due to a change in method of monitoring and assessing the credit risk of our liquidating real estate loan portfolio in the fourth quarter of 2012. We have also reclassified “other” net finance receivable data in Notes 6 and 7 previously reported separately in prior years, which primarily included net finance receivables of our United Kingdom subsidiary (the majority of which were real estate loans), to real estate and personal loans due to a change in presentation of our credit quality disclosures.

F-59

SPRINGLEAF FINANCE, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

2.  Summary of Significant Accounting Policies (continued)

Historically, we included the commissions and bonuses paid to our employees related to our insurance production as a component of other operating expenses. After further review, we have changed our presentation (beginning in the fourth quarter of 2012) to include these amounts as a component of salaries and benefits. Accordingly, in the fourth quarter of 2012 we reclassified $2.9 million of these commissions and bonuses to salaries and benefits for the amount previously recognized through September 30, 2012 ($3.5 million reclassified for 2011, $0.3 million reclassified for the one month ended December 31, 2010, and $2.3 million reclassified for the eleven months ended November 30, 2010). We believe that this revised presentation more accurately reflects the total compensation paid by the Company. We will apply this revised presentation in all periods in future filings.

Because of the nature of the Fortress Acquisition, the significance of the ownership interest acquired, and at the direction of our acquirer, we applied push-down accounting to SFI as an acquired business. We revalued our assets and liabilities based on their fair values at the date of the Fortress Acquisition in accordance with business combination accounting standards (“push-down accounting”). Accordingly, a new basis of accounting was established and, for accounting purposes, the old entity (the “Predecessor Company”) was terminated and a new entity (the “Successor Company”) was created. This distinction is made throughout this report through the inclusion of a vertical black line between the Successor Company and the Predecessor Company columns.

The financial information for 2010 includes the financial information of the Successor Company for the one month ended December 31, 2010 and of the Predecessor Company for the eleven months ended November 30, 2010. These separate periods are presented to reflect the new accounting basis established for our Company as of November 30, 2010.

As a result of the application of push-down accounting, the bases of the assets and liabilities of the Successor Company are not comparable to those of the Predecessor Company, nor would the income statement items for the one month ended December 31, 2010 and the years ended December 31, 2011 and 2012 have been the same as those reported if push-down accounting had not been applied. Additionally, key ratios of the Successor Company are not comparable to those of the Predecessor Company, nor are they comparable to other institutions due to the new accounting basis established. See Note 5 for further information on the Fortress Acquisition.

CORRECTION OF ERRORS

We have made certain corrections to amounts previously reported in our audited consolidated financial statements and related notes for the years ended December 31, 2012 and 2011. These adjustments relate to: (1) our benefit from income taxes for 2012; (2) the allowance for finance receivable losses related to our securitized finance receivables at December 31, 2012; and (3) the fair value disclosures of certain of our financial instruments at December 31, 2012 and 2011. After evaluating the quantitative and qualitative aspects of these corrections (individually and in aggregate), management has determined that these corrections are immaterial.

Benefit from income taxes for 2012 was previously incorrectly overstated by $1.2 million. As a result of this overstatement, the following items previously reported in our audited consolidated financial statements and related notes for the year ended December 31, 2012 were affected:

— net loss for 2012 reported in our Consolidated Statement of Operations, Consolidated Statement of Comprehensive Income (Loss), Consolidated Statement of Shareholder’s Equity, and Consolidated Statement of Cash Flows was understated by $1.2 million;

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2.  Summary of Significant Accounting Policies (continued)

— income tax assets (included in other assets) and deferred and accrued taxes within our Consumer business segment at December 31, 2012 were overstated by $8.8 million and $7.6 million, respectively;

— change in deferred income tax charge (benefit) and change in taxes receivable and payable for 2012 reported in our Consolidated Statement of Cash Flows were understated by $18.4 million and $19.5 million, respectively; and

— the applicable components of benefit from income taxes and effective income tax rate for 2012 and the related components of net deferred tax liabilities at December 31, 2012 were incorrect.

The consolidated financial statements for the year ended December 31, 2012 and the related income tax disclosures in Notes 10 and 20 have been corrected in this report.

The disclosure of the allowance for finance receivable losses related to our securitized finance receivables at December 31, 2012, was previously incorrectly understated by $4.9 million. The parenthetical disclosure of the allowance of consolidated variable interest entities (“VIEs”) as of December 31, 2012 on our consolidated balance sheet and the related VIE disclosures in Notes 7 and 13 have been corrected in this report to include the allowance for finance receivable losses on our securitized purchased credit impaired finance receivables.

The fair value disclosures of certain of our financial instruments at December 31, 2012 and 2011 previously included the following misstatements: (1) the fair value of our net finance receivables, less allowance for finance receivable losses was understated by $17.5 million at December 31, 2012 and overstated by $107.3 million at December 31,2011; (2) restricted cash (level 1) and escrow advance receivable (level 3) at December 31, 2012 and 2011 were incorrectly excluded from the fair value disclosures of our financial instruments; (3) cash and cash equivalents in mutual funds measured at fair value on a recurring basis at December 31, 2012 and 2011 incorrectly excluded mutual funds of $631.6 million and $322.9 million, respectively; (4) restricted cash in mutual funds (level 1) measured at fair value on a recurring basis at December 31, 2012 and 2011 were incorrectly excluded from the fair value disclosures of our financial instruments measured on a recurring basis; and (5) commercial mortgage loans (level 3) measured at fair value on a non-recurring basis at December 31, 2012 and 2011 and related impairments recorded during 2012 and 2011 were incorrectly excluded from the fair value disclosures of our financial instruments measured on a non-recurring basis. The affected fair value amounts disclosed in Note 25 have been corrected in this report.

In the second quarter of 2012, we recorded an out-of-period adjustment, which decreased finance charge revenues by $13.9 million ($11.5 million of which related to 2011). The adjustment related to the correction of capitalized interest on purchased credit impaired finance receivables serviced by a third party. After evaluating the quantitative and qualitative aspects of this correction, management has determined that our previous quarterly and annual consolidated financial statements were not materially misstated.

ACCOUNTING POLICIES

Finance Receivables

Generally, we classify finance receivables as held for investment based on management’s intent at the time of origination. We determine classification on a loan-by-loan basis. We classify finance receivables as held for investment due to our ability and intent to hold them until customer payoff. We carry finance receivables at amortized cost which includes accrued finance charges on interest bearing finance receivables, unamortized deferred origination costs, and unamortized net premiums and discounts on purchased finance receivables. They are net of unamortized finance charges on precomputed receivables and unamortized points and fees. We include the cash flows from finance receivables held for investment in the consolidated statements of cash flows as investing activities.

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Although a significant portion of insurance claims and policyholder liabilities originate from the finance receivables, our policy is to report them as liabilities and not net them against finance receivables. Insurance claims and policyholder liabilities relate to the underwriting activities of our Insurance business segment.

As a result of the Fortress Acquisition, we applied push-down accounting and adjusted the carrying value of our finance receivables to their fair value on November 30, 2010.

Finance Receivable Revenue Recognition

We recognize finance charges as revenue on the accrual basis using the interest method. We amortize premiums or accrete discounts on finance receivables purchased after the date of the Fortress Acquisition as a revenue adjustment using the interest method and contractual cash flows. For finance receivables originated after the date of the Fortress Acquisition, we defer the costs to originate certain finance receivables and the revenue from nonrefundable points and fees on loans and amortize them to revenue using the interest method.

We stop accruing finance charges when the fourth contractual payment becomes past due for personal loans and retail sales contracts and when the sixth contractual payment becomes past due for revolving retail accounts. We stop accruing finance charges when the fourth contractual payment becomes past due for our real estate loans that were originated at our branch offices and when the third contractual payment becomes past due for our real estate loans that were originated or acquired centrally. We reverse finance charge amounts previously accrued upon suspension of accrual of finance charges.

We recognize the contractual interest portion of payments received on nonaccrual finance receivables as finance charges at the time of receipt. We resume the accrual of interest on a nonaccrual finance receivable when the past due status on the individual finance receivable improves to the point that the finance receivable no longer meets our policy for nonaccrual.

Subsequent to the Fortress Acquisition, we accrete the amount required to adjust the fair value of our finance receivables to their contractual amounts over the life of the related finance receivable for non-credit impaired finance receivables and over the life of a pool of finance receivables for purchased credit impaired finance receivables as described below.

Purchased Credit Impaired Finance Receivables

As a result of the Fortress Acquisition, we identified a population of finance receivables for which it was determined that it was probable that we would be unable to collect all contractually required payments. The population of accounts identified principally consisted of those finance receivables that were 60 days or more past due or that were classified as Troubled Debt Restructuring (“TDR”) finance receivables as of the acquisition date.

We accrete the excess of the cash flows expected to be collected on the purchased credit impaired finance receivables over the discounted cash flows (the “accretable yield”) into interest income at a level rate of return over the expected lives of the underlying pools of the purchased credit impaired finance receivables. We have established policies and procedures to periodically (at least once a quarter) update the amount of cash flows we expect to collect, incorporating assumptions regarding default rates, loss severities, the amounts and timing of prepayments and other factors that are reflective of then current market conditions. Probable decreases in expected finance receivable principal cash flows result in the recognition of impairment, which is recognized through the provision for finance receivable losses. Probable and significant increases in expected cash flows to be collected would first reverse any previously recorded allowance for finance receivable losses; any remaining increases are recognized prospectively as adjustments to the respective pool’s yield.

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2.  Summary of Significant Accounting Policies (continued)

If the timing and/or amounts of expected cash flows on purchased credit impaired finance receivables were determined to be not reasonably estimable, no interest would be accreted and the finance receivables would be reported as nonaccrual finance receivables. However, since the timing and amounts of expected cash flows for our pools are reasonably estimable, interest is being accreted and the finance receivables are being reported as performing finance receivables. Our purchased credit impaired finance receivables as determined as of November 30, 2010 remain in our purchased credit impaired pools until liquidation. We do not reclassify modified purchased credit impaired finance receivables as TDR finance receivables.

We have additionally established policies and procedures related to maintaining the integrity of these pools. Generally, a finance receivable will not be removed from a pool unless we sell, foreclose, or otherwise receive assets in satisfaction of a particular finance receivable or a finance receivable is charged-off. If the facts and circumstances indicate that a finance receivable should be removed from a pool, that finance receivable will be removed at its carrying amount with the carrying amount being determined using the pro-rata method (the unpaid principal balance of the particular finance receivable divided by the unpaid principal balance of the pool multiplied by the carrying amount of the pool). Removal of the finance receivable from a pool does not affect the yield used to recognize accretable yield of the pool. If a finance receivable is removed from the pool because it is charged-off, it is removed at its carrying amount with a charge to the provision for finance receivable losses.

Push-down accounting for the purchased credit impaired portfolio has an impact on the carrying amount of finance receivables, the finance charges earned and related yields, and the net charge-off and charge-off ratio. The delinquency ratios are calculated using the customer balances rather than the carrying amounts, and are, therefore, unaffected by the adjustments to the carrying amount of the purchased credit impaired portfolio.

Troubled Debt Restructured Finance Receivables

We make modifications to our real estate loans to assist borrowers in avoiding foreclosure. When we modify a real estate loan’s contractual terms for economic or other reasons related to the borrower’s financial difficulties and grant a concession that we would not otherwise consider, we classify that loan as a TDR finance receivable. We restructure finance receivables only if we believe the customer has the ability to pay under the restructured terms for the foreseeable future. We establish reserves on our TDR finance receivables in accordance with the authoritative guidance for impaired loans.

We may modify the terms of existing accounts in certain circumstances, such as certain bankruptcy or other catastrophic situations or for economic or other reasons related to a borrower’s financial difficulties that justify modification. When we modify an account, we primarily use a combination of the following to reduce the borrower’s monthly payment: reduce interest rate, extend the term, capitalize or forgive past due interest and, to a lesser extent, forgive principal. If the account is delinquent at the time of modification, the account is brought current for delinquency reporting. Account modifications that are deemed to be a TDR finance receivable are measured for impairment in accordance with the authoritative guidance for the accounting for impaired loans. Account modifications that are not classified as a TDR finance receivable are measured for impairment in accordance with the authoritative guidance for the accounting for contingencies.

Finance charges for TDR finance receivables require the application of judgment. We place TDR finance receivables on accrual status or nonaccrual status based on the loans’ status prior to modification. TDR finance receivables that are placed on nonaccrual status remain on nonaccrual status until the finance receivable liquidates.

As a result of the Fortress Acquisition, all TDR finance receivables that existed as of November 30, 2010 were reclassified to and are accounted for prospectively as purchased credit impaired finance receivables. See above for our accounting policy related to purchased credit impaired finance receivables.

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Allowance for Finance Receivable Losses

We establish the allowance for finance receivable losses through the provision for finance receivable losses. Management evaluates our finance receivable portfolio monthly by personal loans, real estate loans, and retail sales finance. Our three finance receivable types (personal loans, real estate loans, and retail sales finance) consist of a large number of relatively small, homogeneous accounts. We evaluate our three finance receivable types for impairment as groups. None of our accounts are large enough to warrant individual evaluation for impairment. Effective December 31, 2012, we no longer break out our finance receivable types by class due to management’s assessment of the risk characteristics of our finance receivable portfolio and a change in management’s method of monitoring and assessing the credit risk of our liquidating real estate loan portfolio, which no longer differentiates if the real estate loan was originated at a branch office or originated or acquired centrally.

Management considers numerous internal and external factors in estimating losses inherent in our finance receivable portfolio, including the following:

— prior finance receivable loss and delinquency experience;

— the composition of our finance receivable portfolio; and

— current economic conditions, including the levels of unemployment and personal bankruptcies.

We charge off to the allowance for finance receivable losses personal loans on which payments received in the prior six months have totaled less than 5% of the original loan amount and retail sales finance that are six installments past due.

To avoid unnecessary real estate loan foreclosures, we may refer borrowers to counseling services, as well as consider a cure agreement, loan modification, voluntary sale (including a short sale), or deed in lieu of foreclosure. When two payments are past due on a collateral dependent real estate loan and it appears that foreclosure may be necessary, we inspect the property as part of assessing the costs, risks, and benefits associated with foreclosure. Generally, we start foreclosure proceedings on real estate loans when four monthly installments are past due. When foreclosure is completed and we have obtained title to the property, we obtain a third-party’s valuation of the property, which is either a full appraisal or a real estate broker’s or appraiser’s estimate of the property sale value without the benefit of a full interior and exterior appraisal and lacking sales comparisons. Such appraisals or real estate brokers’ or appraisers’ estimate of value are one factor considered in establishing an appropriate valuation; however, we are ultimately responsible for the valuation established. We reduce finance receivables by the amount of the real estate loan, establish a real estate owned asset, and charge off any loan amount in excess of that value to the allowance for finance receivable losses. We infrequently extend the charge-off period for individual accounts when, in our opinion, such treatment is warranted and consistent with our credit risk policies. We increase the allowance for finance receivable losses for recoveries on accounts previously charged off.

We may renew a delinquent account if the customer meets current underwriting criteria and it does not appear that the cause of past delinquency will affect the customer’s ability to repay the new loan. We subject all renewals, whether the customer’s account is current or delinquent, to the same credit risk underwriting process as we would a new application for credit.

For our personal loans and retail sales finance receivables, we may offer those customers whose accounts are in good standing the opportunity of a deferment, which extends the term of an account. Prior to granting the deferment, we require a partial payment that is usually the greater of one-half of a regular monthly payment or the interest due on the account. We may extend this offer to customers when they are experiencing higher than normal personal expenses. Generally, this offer is not extended to customers who are delinquent.

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However, we may offer a deferment to a delinquent customer who is experiencing a temporary financial problem. The account is considered current upon granting the deferment. To evaluate whether a borrower’s financial difficulties are temporary or other than temporary we review the terms of each deferment to ensure that the borrower has the financial ability to repay the outstanding principal and associated interest in full following the deferment and after the customer is brought current. If, following this analysis, we believe a borrower’s financial difficulties are other than temporary, we will not grant deferment, and the loans may continue to age until they are charged off. We limit a customer to two deferments in a rolling twelve month period unless we determine that an exception is warranted and is consistent with our credit risk policies.

For our real estate loans, we may offer a deferment to a delinquent customer who is experiencing a temporary financial problem, which extends the term of an account. Prior to granting the deferment, we require a partial payment that is usually the greater of one-half of a regular monthly payment or the interest due on the account and any escrow payments for real estate loans that were originated at our branch offices and require two contractual payments plus any past due principal and escrow payments due on the account for real estate loans that were originated or acquired centrally. We forebear the remaining past due interest when the deferment is granted for real estate loans that were originated or acquired centrally. (Prior to March 1, 2012, we waived the remaining past due interest.) The account is considered current upon granting the deferment. We limit a customer to two deferments in a rolling twelve month period for real estate loans that were originated at our branch offices (one deferment for real estate loans that were originated or acquired centrally) unless we determine that an exception is warranted and is consistent with our credit risk policies.

We do not systemically track deferments granted because we believe the deferments we elect to grant, individually and in the aggregate, do not have a material effect on the amount of contractual cash flows of the finance receivables or the timing of their receipt. Accounts that are granted a deferment are not classified as troubled debt restructurings. We do not consider deferments granted as a troubled debt restructuring because the customer is not experiencing an other than temporary financial difficulty, and we are not granting a concession to the customer or the concession granted is immaterial to the contractual cash flows. We pool accounts that have been granted a deferment together with accounts that have not been granted a deferment for measuring impairment in accordance with the authoritative guidance for the accounting for contingencies.

The allowance for finance receivable losses related to our purchased credit impaired finance receivables is calculated using updated cash flows expected to be collected, incorporating assumptions regarding default rates, loss severities, the amounts and timing of prepayments and other factors that are reflective of current market conditions. Probable decreases in expected finance receivable principal cash flows result in the recognition of impairment. Probable and significant increases in expected cash flows to be collected would first reverse any previously recorded allowance for finance receivable losses.

We also establish reserves for TDR finance receivables, which are included in our allowance for finance receivable losses. The allowance for finance receivable losses related to our TDR finance receivables is calculated in homogeneous aggregated pools of individually evaluated impaired finance receivables that have common risk characteristics. We establish our allowance for finance receivable losses related to our TDR finance receivables by calculating the present value (discounted at the loan’s effective interest rate prior to modification) of all expected cash flows less the recorded investment in the aggregated pool. We use certain assumptions to estimate the expected cash flows from our TDR finance receivables. The primary assumptions for our model are prepayment speeds, default rates, and severity rates.

As a result of the Fortress Acquisition, we applied push-down accounting and reduced our allowance for finance receivable losses to zero on November 30, 2010 as any uncertainties related to the collectability of the finance receivables have been incorporated into the fair value measurement of our finance receivable portfolio. With respect to the November 30, 2010 finance receivables, an allowance for finance receivables losses will not

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

2.  Summary of Significant Accounting Policies (continued)

be established until such time as a required allowance amount exceeds the unaccreted fair value adjustment for non-credit impaired finance receivables.

Finance Receivables Held for Sale

Depending on market conditions or certain of management’s capital sourcing strategies, which may impact our ability and/or intent to hold our finance receivables until maturity or for the foreseeable future, we may decide to sell finance receivables originally intended for investment. Management’s view of foreseeable future is generally a twelve-month period based on the longest reasonably reliable liquidity forecast period. Our ability to hold finance receivables for the foreseeable future is subject to a number of factors, including economic and liquidity conditions, and therefore may change. As of each reporting period, management determines our ability to hold finance receivables for the foreseeable future based on assumptions for liquidity requirements. When it is probable that management’s intent or ability is to no longer hold finance receivables for the foreseeable future and we subsequently decide to sell specifically identified finance receivables that were originally classified as held for investment, the net finance receivables, less allowance for finance receivable losses are reclassified as finance receivables held for sale and are carried at the lower of cost or fair value. Any amount by which cost exceeds fair value is accounted for as a valuation allowance and is recognized in finance receivables held for sale originated as held for investment revenues. We base the fair value estimates on negotiations with prospective purchasers (if any) or by using projected cash flows discounted at the weighted-average interest rates offered in the market for similar finance receivables. We base cash flows on contractual payment terms adjusted for estimates of prepayments and credit related losses. Cash flows resulting from the sale of the finance receivables that were originally classified as held for investment are recorded as an investing activity in the consolidated statements of cash flows since U.S. GAAP requires the statement of cash flow presentation to be based on the original classification of the finance receivable. When sold, we record the sales price we receive less our carrying value of these finance receivables held for sale in finance receivables held for sale originated as held for investment revenues.

When it is determined that management no longer intends to sell finance receivables which had previously been classified as finance receivables held for sale and we have the ability to hold the finance receivables for the foreseeable future, we reclassify the finance receivables to finance receivables held for investment at the lower of cost or fair value and we accrete any fair value adjustment over the remaining life of the related finance receivables.

Real Estate Owned

We acquire real estate owned through foreclosure on real estate loans. As a result of the Fortress Acquisition, we applied push-down accounting and adjusted the carrying value of our real estate owned to the estimated fair value less the estimated cost to sell. For foreclosures that occur subsequent to the Fortress Acquisition, we initially record real estate owned in other assets at the estimated fair value less the estimated cost to sell. The estimated fair value used as a basis to determine the carrying value of real estate owned is defined as the price that would be received in selling the property in an orderly transaction between market participants as of the measurement date. Prior to the Fortress Acquisition, we recorded real estate owned in other assets, at the lower of the loan balance or the estimated fair value less the estimated cost to sell.

We test the balances of real estate owned for impairment on a quarterly basis. If the required impairment testing suggests real estate owned is impaired, we reduce the carrying amount to estimated fair value less the estimated costs to sell. We charge these impairments to other revenues. We record the sale price we receive for a property less the carrying value and any amounts refunded to the customer as a recovery or loss in other revenues. We do not profit from foreclosures in accordance with the American Financial Services Association’s Voluntary Standards for Consumer Mortgage Lending. We only attempt to recover our investment in the property, including expenses incurred.

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Net Other Intangible Assets

We have determined that each of our net other intangible assets has a finite useful life with the exception of the insurance licenses, which we determined to have indefinite lives.

For those net intangible assets with a finite useful life, we review such intangibles for impairment quarterly and whenever events or changes in circumstances indicate that their carrying amounts may not be recoverable. Impairment is indicated if the sum of undiscounted estimated future cash flows is less than the carrying value of the respective asset. Impairment is permanently recognized by writing down the asset to the extent that the carrying value exceeds the estimated fair value.

For the insurance licenses, we first complete a qualitative assessment of the licenses to determine whether it is necessary to perform a quantitative impairment test. If the qualitative assessment indicates that the licenses are more likely than not to have been impaired, we proceed with the fair value calculation of the licenses. The fair value of the licenses is determined in accordance with our fair value measurement policy. If the fair value of the licenses is less than the carrying value, an impairment loss will be recognized in an amount equal to the difference and the indefinite life classification of these licenses will be evaluated to determine whether such classification remains appropriate. Prior to our early adoption of ASU 2012-02, Intangibles-Goodwill and Other (Topic 350): Testing Indefinite-Lived Intangible Assets for Impairment, effective December 31, 2012, we did not perform a qualitative assessment of our licenses before calculating the fair value.

Reserve for Sales Recourse Obligations

When we sell finance receivables, we establish a reserve for sales recourse in other liabilities, which represents our estimate of losses to be: (a) incurred by us on the repurchase of certain finance receivables that we previously sold; and (b) incurred by us for the indemnification of losses incurred by purchasers. Certain sale contracts include provisions requiring us to repurchase a finance receivable or indemnify the purchaser for losses it sustains with respect to a finance receivable if a borrower fails to make initial loan payments to the purchaser or if the accompanying mortgage loan breaches certain customary representations and warranties. These representations and warranties are made to the purchasers with respect to various characteristics of the finance receivable, such as the manner of origination, the nature and extent of underwriting standards applied, the types of documentation being provided, and, in limited instances, reaching certain defined delinquency limits. Although the representations and warranties are typically in place for the life of the finance receivable, we believe that most repurchase requests occur within the first five years of the sale of a finance receivable. In addition, an investor may request that we refund a portion of the premium paid on the sale of mortgage loans if a loan is prepaid within a certain amount of time from the date of sale. At the time of the sale of each finance receivable (exclusive of finance receivables included in our on-balance sheet securitizations), we record a provision for recourse obligations for estimated repurchases, loss indemnification and premium recapture on finance receivables sold, which is charged to other revenues. Any subsequent adjustments resulting from changes in estimated recourse exposure are recorded in other revenues. We include our reserve for sales recourse obligations in other liabilities.

Insurance Premiums and Commissions Revenue Recognition

We recognize credit insurance premiums on closed-end real estate loans and revolving finance receivables as revenue when billed monthly. We defer single premium credit insurance premiums in unearned premium reserves which we include in insurance claims and policyholder liabilities. We recognize unearned premiums on credit life insurance as revenue using the sum-of-the-digits or actuarial methods, except in the case of level-term contracts, for which we recognize unearned premiums as revenue using the straight-line method over the terms of the policies. We recognize unearned premiums on credit accident and health insurance as

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2.  Summary of Significant Accounting Policies (continued)

revenue using an average of the sum-of-the-digits and the straight-line methods. We recognize unearned premiums on credit-related property and casualty and credit involuntary unemployment insurance as revenue using the straight-line method over the terms of the policies. We recognize non-credit life insurance premiums as revenue when collected but not before their due dates. We recognize commissions on ancillary products as other revenue when received. Our revenue recognition accounting policy for insurance premiums and commissions did not change as a result of the Fortress Acquisition.

Policy Reserves

Policy reserves for credit life, credit accident and health, credit-related property and casualty, and credit involuntary unemployment insurance equal related unearned premiums. We base claim reserves on Company experience. We estimate reserves for losses and loss adjustment expenses for credit-related property and casualty insurance based upon claims reported plus estimates of incurred but not reported claims. We accrue liabilities for future life insurance policy benefits associated with non-credit life contracts and base the amounts on assumptions as to investment yields, mortality, and surrenders. We base annuity reserves on assumptions as to investment yields and mortality. We base insurance reserves assumed under reinsurance agreements where we assume the risk of loss on various tabular and unearned premium methods. Ceded reinsurance recoverables are included in other assets and include estimates of the amounts expected to be recovered from reinsurers on insurance claims and policyholder liabilities.

As a result of the Fortress Acquisition, we applied push-down accounting and adjusted the carrying value of our policy reserves to their fair value on November 30, 2010. This adjustment is recognized through expenses over the life of the policies in effect at the Fortress Acquisition date. The accounting policy for our policy reserves did not change as a result of the Fortress Acquisition.

Acquisition Costs

We defer insurance policy acquisition costs (primarily commissions, reinsurance fees, and premium taxes). We include deferred policy acquisition costs in other assets and amortize these costs over the terms of the related policies, whether directly written or reinsured.

As a result of the Fortress Acquisition, we applied push-down accounting and adjusted the carrying value of our insurance acquisition costs to zero. The accounting policy for our acquisition costs did not change as a result of the Fortress Acquisition.

Valuation of Investment Securities

We classify our investment securities as available-for-sale, which we record at fair value. We adjust related balance sheet accounts to reflect the current fair value of investment securities and record the adjustment, net of tax, in accumulated other comprehensive income or loss in shareholder’s equity. We record interest receivable on investment securities in other assets.

We classify our investment securities in the fair value hierarchy framework based on the observability of inputs. Inputs to the valuation techniques are described as being either observable (level 1 or 2) or unobservable (level 3) assumptions that market participants would use in pricing an asset or liability.

As a result of the Fortress Acquisition, no adjustment was required as our investment securities are carried at fair value. However, we adjusted the book value of our investment securities to their carrying value (which is their fair value) on November 30, 2010. The accounting policy for the valuation of our investment securities did not change as a result of the Fortress Acquisition.

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Impairments on Investment Securities

Each quarter, we evaluate our investment securities on an individual basis to identify any instances where the fair value of the investment security is below its amortized cost. For these securities, we then evaluate whether an other-than-temporary impairment exists if any of the following conditions are present:

— we intend to sell the security;

— it is more likely than not that we will be required to sell the security before recovery of its amortized cost basis; or

— we do not expect to recover the security’s entire amortized cost basis (even if we do not intend to sell the security).

If we intend to sell an impaired investment security or we will likely be required to sell the security before recovery of its amortized cost basis less any current period credit loss, we recognize an other-than-temporary impairment in investment revenues equal to the difference between the investment security’s amortized cost and its fair value at the balance sheet date.

In determining whether a credit loss exists, our policy requires that we compare our best estimate of the present value of the cash flows expected to be collected from the security to the amortized cost basis of the security. Any shortfall in this comparison represents a credit loss. The cash flows expected to be collected is determined by assessing all available information, including length and severity of unrealized loss, issuer default rate, ratings changes and adverse conditions related to the industry sector, financial condition of issuer, credit enhancements, collateral default rates, and other relevant criteria. Management considers factors such as our investment strategy, liquidity requirements, overall business plans, and recovery periods for securities in previous periods of broad market declines.

If a credit loss exists with respect to an investment in a security (i.e., we do not expect to recover the entire amortized cost basis of the security), we would be unable to assert that we will recover our amortized cost basis even if we do not intend to sell the security. Therefore, in these situations, an other-than-temporary impairment is considered to have occurred.

If a credit loss exists, but we do not intend to sell the security and we will likely not be required to sell the security before recovery of its amortized cost basis less any current period credit loss, the impairment is classified as: (1) the estimated amount relating to credit loss; and (2) the amount relating to all other factors. We recognize the estimated credit loss in investment revenues, and the non-credit loss amount in accumulated other comprehensive income or loss.

Once a credit loss is recognized, we adjust the investment security to a new amortized cost basis equal to the previous amortized cost basis less the amount recognized in investment revenues. For investment securities for which other-than-temporary impairments were recognized in investment revenues, the difference between the new amortized cost basis and the cash flows expected to be collected is accreted to investment income.

We recognize subsequent increases and decreases in the fair value of our available-for-sale investment securities in accumulated other comprehensive income or loss, unless the decrease is considered other than temporary.

Investment Revenue Recognition

We recognize interest on interest bearing fixed-maturity investment securities as revenue on the accrual basis. We amortize any premiums or accrete any discounts as a revenue adjustment using the interest method. We stop accruing interest revenue when the collection of interest becomes uncertain. We record dividends on

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2.  Summary of Significant Accounting Policies (continued)

equity securities as revenue on ex-dividend dates. We recognize income on mortgage-backed securities as revenue using a constant effective yield based on estimated prepayments of the underlying mortgages. If actual prepayments differ from estimated prepayments, we calculate a new effective yield and adjust the net investment in the security accordingly. We record the adjustment, along with all investment securities revenue, in investment revenues.

Our revenue recognition accounting policy did not change as a result of the Fortress Acquisition. However, the adjusted book value is used to determine the new amount of amortization or accretion.

Realized Gains and Losses on Investment Securities

We specifically identify realized gains and losses on investment securities and include them in investment revenues.

Variable Interest Entities

An entity is a variable interest entity (“VIE”) if the entity does not have sufficient equity at risk for the entity to finance its activities without additional financial support or has equity investors who lack the characteristics of a controlling financial interest. A VIE is consolidated into the financial statements of its primary beneficiary. When we have a variable interest in a VIE, we qualitatively assess whether we have a controlling financial interest in the entity and, if so, whether we are the primary beneficiary. In applying the qualitative assessment to identify the primary beneficiary of a VIE, we are determined to have a controlling financial interest if we have (1) the power to direct the activities that most significantly impact the economic performance of the VIE, and (2) the obligation to absorb losses or the right to receive benefits that could potentially be significant to the VIE. We consider the VIE’s purpose and design, including the risks that the entity was designed to create and pass through to its variable interest holders. Determining a VIE’s primary beneficiary is an ongoing assessment.

Other Invested Assets

Commercial mortgage loans and insurance policy loans are part of our investment portfolio and we include them in other assets at amortized cost. We recognize interest on commercial mortgage loans and insurance policy loans as revenue on the accrual basis using the interest method. We stop accruing revenue when collection of interest becomes uncertain. We include other invested asset revenue in investment revenues. We record accrued other invested asset revenue receivable in other assets.

As a result of the Fortress Acquisition, we applied push-down accounting and adjusted the carrying value of our commercial mortgage loans to their fair value on November 30, 2010. The adjusted carrying value is used to determine the new amount of amortization or accretion.

Cash and Cash Equivalents

We consider unrestricted cash on hand and short-term investments having maturity dates within three months of their date of acquisition to be cash and cash equivalents.

Restricted Cash

We include funds to be used for future debt payments relating to our securitization transactions and escrow deposits in restricted cash.

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2.  Summary of Significant Accounting Policies (continued)

Income Taxes

We recognize income taxes using the asset and liability method. We establish deferred tax assets and liabilities for temporary differences between the financial reporting basis and the tax basis of assets and liabilities, using the tax rates expected to be in effect when the temporary differences reverse.

Realization of our gross deferred tax asset depends on our ability to generate sufficient taxable income of the appropriate character within the carryforward periods of the jurisdictions in which the net operating and capital losses, deductible temporary differences and credits were generated. When we assess our ability to realize deferred tax assets, we consider all available evidence, including:

— the nature, frequency, and severity of current and cumulative financial reporting losses;

— the timing of the reversal of our gross taxable temporary differences in an amount sufficient to provide benefit for our gross deductible temporary differences;

— the carryforward periods for the net operating and capital loss carryforwards;

— the sources and timing of future taxable income, giving greater weight to discrete sources and to earlier years in the forecast period; and

— tax planning strategies that would be implemented, if necessary, to accelerate taxable amounts.

We provide a valuation allowance for deferred tax assets if it is more likely than not that we will not realize the deferred tax asset in whole or in part. We include an increase or decrease in a valuation allowance resulting from a change in the realizability of the related deferred tax asset in income.

As a result of the Fortress Acquisition, we applied push-down accounting and adjusted the value of our income tax accounts and recognized additional deferred tax amounts resulting from differences between the recorded tax basis and the basis under U.S. GAAP of assets and liabilities resulting from the application of push-down accounting.

Derivative Financial Instruments

Our derivatives are governed by International Swap and Derivatives Association, Inc. (“ISDA”) standard Master Agreements. The parties to an ISDA Master Agreement agree to net the amounts payable and receivable under all contracts governed by the ISDA Master Agreement in the event of a contract default by either one of the parties. The ISDA Master Agreement further defines “close-out” netting, or netting upon default, which is the netting of transactions stipulated in the ISDA Master Agreement in case either party is unable to fulfill its obligations going forward. The net exposure by instrument is determined as the sum of the mid-market values, prior to consideration of non-performance risk, of the derivative transactions governed by a Master Agreement. If the net exposure is from the counterparty to us, we record the derivative asset in other assets on our consolidated balance sheet. If the net exposure is from us to the counterparty, we record the derivative liability in other liabilities on our consolidated balance sheet. We record net unrealized gains and losses on derivative transactions as adjustments to cash flows from operating activities on our consolidated statements of cash flows.

We recognize the derivatives on our consolidated balance sheets at their fair value. We estimate the fair value of our derivatives using industry standard valuation models. These models project future cash flows and discount the future amounts to a present value using market-based expectations for interest rates, foreign exchange rates, and the contractual terms of the derivative transactions.

We designate each derivative as:

— a hedge of the variability of cash flows that we will receive or pay in connection with a recognized asset or liability (a “cash flow” hedge);

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2.  Summary of Significant Accounting Policies (continued)

— a hedge of the fair value of a recognized asset or liability (a “fair value” hedge); or

— a derivative that does not qualify as either a cash flow or fair value hedge.

We record the effective portion of the changes in the fair value of a derivative that is highly effective and is qualified and designated as a cash flow hedge in accumulated other comprehensive income or loss, net of tax, until earnings are affected by the variability of cash flows of the hedged transaction. We record the effective portion of the changes in the fair value of a derivative that is highly effective and is qualified and designated as a fair value hedge, along with changes in the fair value of the hedged asset or liability that are attributable to the hedged risk, in current period earnings in other revenues. We record changes in the fair value of a derivative that does not qualify as either a cash flow or fair value hedge and changes in the fair value of hedging instruments measured as ineffectiveness in current period earnings in other revenues. We include all components of each derivative’s gain or loss in the assessment of hedge effectiveness.

We formally document all relationships between each derivative hedging instrument and the hedged item, as well as our risk-management objectives and strategies for undertaking various hedge transactions and our method to assess ineffectiveness. We link each derivative that we designate as a cash flow or fair value hedge to the specific asset or liability on the balance sheet. We perform and document an initial prospective assessment of hedge effectiveness using regression analysis to demonstrate that the hedge is expected to be highly effective in future periods. Subsequently, on at least a quarterly basis or sooner if necessary, we perform a prospective hedge effectiveness assessment to demonstrate the continued expectation that the hedge will be highly effective in future periods and a retrospective hedge effectiveness assessment to demonstrate that the hedge was effective in the most recent period. For fair value hedges, ineffectiveness is the difference between the change in fair value included in the assessment of hedge effectiveness related to the gain or loss on the derivative and the change in the hedged item related to the risks being hedged. For cash flow hedges, ineffectiveness is the amount by which the cumulative change in the fair value of the hedging instrument exceeds the cumulative change in the fair value of the hypothetical derivative.

We discontinue hedge accounting prospectively when:

— the derivative is no longer effective in offsetting changes in the cash flows or fair value of a hedged item;

— we sell, terminate, or exercise the derivative and/or the hedged item or they expire; or

— we change our objectives or strategies and designating the derivative as a hedging instrument is no longer appropriate.

For discontinued asset and liability fair value hedges, we begin amortizing the cumulative basis adjustment on the hedged item into earnings over the remaining life of the hedged item using the level yield method. For cash flow hedges that are discontinued for reasons other than the forecasted transaction is not probable of occurring, we begin reclassifying the accumulated other comprehensive income or loss adjustment to earnings when earnings are affected by the hedged item.

In compliance with the authoritative guidance for fair value measurements, our valuation methodology for derivatives incorporates the effect of our non-performance risk and the non-performance risk of our counterparties. Effective January 1, 2012, we made an accounting policy election to continue to measure the credit risk of our derivative financial instruments that are subject to master netting agreements on a net basis by counterparty portfolio in compliance with the new authoritative guidance for fair value measurements.

As a result of the Fortress Acquisition, we applied push-down accounting which resulted in the de-designation of our qualified cash flow hedges on November 30, 2010. We then re-designated our cash flow hedges on November 30, 2010. We performed and documented a prospective assessment of hedge effectiveness using regression analysis to demonstrate that the hedge is expected to be highly effective in future periods.

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2.  Summary of Significant Accounting Policies (continued)

Benefit Plans

We have both funded and unfunded noncontributory defined pension and postretirement plans. We recognize the funded status of the benefit plans in other liabilities. We recognize the net actuarial gains or losses and prior service cost or credit that arise during the period in other comprehensive income or loss.

Many of our employees are participants in our 401(k) plan. Our contributions to the plan are charged to operating expenses.

Fair Value Measurements

The fair value of a financial instrument is the amount that would be received if an asset were to be sold or the amount that would be paid to transfer a liability in an orderly transaction between market participants at the measurement date. The fair value should be based on assumptions that market participants would use, including a consideration of non-performance risk.

In determining fair value, we use various valuation techniques and prioritize the use of observable inputs. The availability of observable inputs varies from instrument to instrument and depends on a variety of factors including the type of financial instrument; whether the financial instrument is listed on an exchange or traded over-the-counter or is new to the market and not yet established, the characteristics specific to the transaction, and general market conditions. For many financial instruments, pricing inputs are readily observable in the market, the valuation methodology used is widely accepted by market participants, and the valuation does not require significant management discretion. For other financial instruments, pricing inputs are less observable in the marketplace and may require management judgment. We measure and classify assets and liabilities in the consolidated balance sheets in a hierarchy for disclosure purposes consisting of three “Levels” based on the observability of inputs available in the market place used to measure the fair values. Level 1 inputs include quoted prices in active markets for identical instruments and are the most observable. Level 2 inputs include quoted prices for similar assets and liabilities in active markets, and inputs other than quoted prices that are observable for the asset or liability, such as interest rates and yield curves that are observable at commonly quoted intervals. Level 3 inputs are unobservable inputs for the asset or liability, and include situations where there is little, if any, market activity for the asset or liability. The use of observable and unobservable inputs is reflected in our hierarchy assessment disclosed in Note 25.

Our fair value processes include controls that are designed to ensure that fair values are appropriate. Such controls include model validation, review of key model inputs, analysis of period-over-period fluctuations, and reviews by senior management.

Because of the nature of the Fortress Acquisition, the significance of the ownership interest acquired, and at the direction of our acquirer, we applied push-down accounting to SFI as the acquired business. We revalued our assets and liabilities based on their fair values at the date of the Fortress Acquisition in accordance with business combination accounting standards.

Earnings Per Share

Basic earnings per share is computed by dividing net income by the weighted-average number of shares outstanding during each period. Diluted earnings per share is equivalent to our basic earnings per share as we have no other convertible securities with incremental shares issuable.

Foreign Currency

The functional currency of our residual operations in the United Kingdom is the local currency, the British Pound. We translate financial statement amounts expressed in British Pounds into U.S. Dollars using the

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2.  Summary of Significant Accounting Policies (continued)

authoritative guidance for foreign currency translation. We translate functional currency assets and liabilities into U.S. Dollars using exchange rates prevailing at the balance sheet date. We translate revenues and expenses using monthly average exchange rates for the period. We record the translation adjustments, net of tax, as a separate component of other comprehensive income (loss), which we include in stockholder’s equity. We record exchange gains and losses resulting from foreign currency transactions in other revenues.

Transactions with Affiliates of Fortress or AIG

We may enter into transactions with affiliates of Fortress or AIG. These transactions occur at prevailing market rates and terms and primarily include subservicing and refinancing agreements, reinsurance agreements, and derivative transactions. See Note 11 for further information on our transactions with affiliates of Fortress and AIG.

3.  Recent Accounting Pronouncements

ACCOUNTING PRONOUNCEMENTS ADOPTED

Insurance Contracts

In October 2010, the Financial Accounting Standards Board (“FASB”) issued an accounting standard update (“ASU”), ASU 2010-26, Financial Services-Insurance (Topic 944): Accounting for Costs Associated with Acquiring or Renewing Insurance Contracts, which amends the accounting for costs incurred by insurance companies that can be capitalized in connection with acquiring or renewing insurance contracts. The ASU clarifies how to determine whether the costs incurred in connection with the acquisition of new or renewal insurance contracts qualify as deferred acquisition costs. The ASU became effective for interim and annual periods beginning on January 1, 2012 with early adoption permitted. The adoption of this ASU did not have a material effect on our consolidated financial condition, results of operations, or cash flows.

Repurchase Agreements

In April 2011, the FASB issued ASU 2011-03, Transfers and Servicing (Topic 860): Reconsideration of Effective Control for Repurchase Agreements, which is an amendment to existing criteria for determining whether or not a transferor has retained effective control over securities sold under agreements to repurchase. A secured borrowing is recorded when effective control over the transferred financial assets is maintained, and a sale is recorded when effective control over the transferred financial assets has not been maintained. The amendment removes the criterion requiring the transferor to have the ability to repurchase or redeem the financial assets on substantially agreed upon terms, even in the event of default by the transferee. The collateral maintenance implementation guidance related to this criterion also is removed. The collateral maintenance implementation guidance was a requirement of the transferor to demonstrate that it possessed adequate collateral to fund substantially all the cost of purchasing the replacement financial assets. The amendment became effective for interim and annual periods beginning January 1, 2012. The guidance should be applied prospectively to transactions or modifications of existing transactions that occur on or after the effective date. The adoption of this ASU did not have a material effect on our consolidated financial condition, results of operations, or cash flows.

Fair Value Measurement

In May 2011, the FASB and the International Accounting Standards Board jointly issued ASU 2011-04, Fair Value Measurement (Topic 820): Amendments to Achieve Common Fair Value Measurement and Disclosure Requirements in U.S. GAAP and IFRS, resulting in a common fair value meaning between U.S. GAAP and IFRS and consistency of disclosures relating to fair value. The ASU became effective for interim and annual periods beginning after December 15, 2011. The adoption of this ASU did not have a material effect on our consolidated financial condition, results of operations, or cash flows.

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3.  Recent Accounting Pronouncements (continued)

Comprehensive Income

In June 2011, the FASB issued ASU 2011-05, Comprehensive Income (Topic 220): Presentation of Comprehensive Income, which requires companies to report total comprehensive income, the components of net income, and the components of other comprehensive income either in a single continuous statement of comprehensive income or in two separate but consecutive statements. The ASU became effective for interim and annual periods beginning on January 1, 2012.

In December 2011, the FASB issued ASU 2011-12, Comprehensive Income (Topic 220): Deferral of the Effective Date for Amendments to the Presentation of Reclassifications of Items Out of Accumulated Other Comprehensive Income in ASU 2011-05, which defers the effective date of the presentation requirements of the accumulated other comprehensive income reclassification adjustments in ASU 2011-05. The amendments in this ASU are being made to allow the FASB time to redeliberate whether to present on the face of the financial statements the effects of reclassifications out of accumulated other comprehensive income or loss on the components of net income and other comprehensive income for all periods presented. The ASU became effective for interim and annual periods beginning on January 1, 2012. The adoption of this ASU did not have a material effect on our consolidated financial condition, results of operations, or cash flows.

Indefinite-Lived Intangible Assets Impairment Test

In July 2012, the FASB issued ASU 2012-02, Intangibles-Goodwill and Other (Topic 350): Testing Indefinite-Lived Intangible Assets for Impairment, which will allow an entity to first assess qualitative factors to determine whether it is necessary to perform a quantitative impairment test for an indefinite-lived intangible asset. Under these amendments, an entity would not be required to calculate the fair value of an indefinite-lived intangible asset unless the entity determines, based on qualitative assessment, that it is more likely than not that the indefinite-lived intangible asset is impaired. The amendments include a number of events and circumstances for an entity to consider in conducting the qualitative assessment. The amendments in this ASU became effective for annual and interim impairment tests performed for interim and annual periods beginning on January 1, 2013. Early adoption is permitted. The early adoption of this ASU did not have a material effect on our consolidated financial condition, results of operations, or cash flows.

Financial Instruments

In February 2013, the FASB issued ASU 2013-03, Financial Instruments (Topic 825): Clarifying the Scope and Applicability of a Particular Disclosure to Nonpublic Entities, which clarifies the intended scope of the disclosures required by ASU 2011-04, Fair Value Measurement (Topic 820): Amendments to Achieve Common Fair Value Measurement and Disclosure Requirements in U.S. GAAP and IFRS. The amendments clarify that the requirement to disclose “the level of the fair value hierarchy within which the fair value measurements are categorized in their entirety (Level 1, 2, or 3)” does not apply to nonpublic entities for items that are not measured at fair value in the statement of financial position but for which fair value is disclosed. The ASU became effective upon issuance. The adoption of this ASU did not have a material effect on our consolidated financial condition, results of operations, or cash flows.

Offsetting Assets and Liabilities

In December 2011, the Financial Accounting Standards Board (FASB) issued an accounting standard update (ASU), ASU 2011-11, Balance Sheet (Topic 210): Disclosures about Offsetting Assets and Liabilities, which requires an entity to disclose information about offsetting and related arrangements to enable users of its financial statements to understand the effect of those arrangements on its financial position. The amendments in this ASU became effective for annual periods beginning on or after January 1, 2013, and interim periods within

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3.  Recent Accounting Pronouncements (continued)

those annual periods. The amendments were applied retrospectively for all prior periods presented. The adoption of this new standard did not have a material effect on our consolidated financial condition, results of operations, or cash flows.

ACCOUNTING PRONOUNCEMENTS TO BE ADOPTED

Comprehensive Income

In February 2013, the FASB issued ASU 2013-02, Comprehensive Income (Topic 220): Reporting of Amounts Reclassified Out of Accumulated Other Comprehensive Income, to improve the reporting of reclassifications out of accumulated other comprehensive income or loss. The amendments require an entity to present (either on the face of the statement where net income is presented or in the notes) the effect of significant reclassifications out of accumulated other comprehensive income or loss on the respective line items in net income if the amount being reclassified is required under U.S. GAAP to be reclassified in its entirety to net income. For other amounts that are not required under U.S. GAAP to be reclassified in their entirety to net income in the same reporting period, an entity is required to cross-reference other disclosures required under U.S. GAAP that provide additional detail about those amounts. The amendments in this ASU are effective prospectively for the Company for reporting periods beginning after December 15, 2012. Early adoption is permitted. The adoption of this ASU is not expected to have a material effect on our consolidated financial condition, results of operations, or cash flows.

4. Restructuring

As part of our strategic review of our operations, we initiated the following restructuring activities during the first half of 2012:

— As of January 1, 2012, we ceased originating real estate loans nationwide to focus on our other lending products, which we believe have greater growth potential.

— On February 1, 2012, we informed affected employees of our plan to close 60 branch offices and immediately cease branch-based personal lending and retail sales financing in 14 states where we do not have a significant presence.

— On February 15, 2012, we reduced the workforce at our Evansville, Indiana headquarters by 130 employees due to the cessation of real estate lending, the branch office closings, and the cessation of personal lending and retail sales financing in 14 states.

— On March 2, 2012, we informed affected employees of our plan to consolidate certain branch operations and close 150 branch offices in 26 states.

— On March 23, 2012, we informed affected employees of our plan to reduce the workforce of our United Kingdom subsidiary by 57 employees due to the reduction in its finance broker business activity and the cessation of real estate lending in the United Kingdom.

— In the second quarter of 2012, we closed an additional 18 branch offices as a result of ceasing operations in 14 states during the first quarter of 2012.

As a result of these events, our workforce was reduced by 820 employees in the first half of 2012, and we incurred a pretax charge of $23.5 million for the six months ended June 30, 2012.

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4.  Restructuring (continued)

Restructuring expenses and related asset impairment and other expenses by business segment were as follows:

	Consumer		Insurance		Real Estate		Other		Consolidated Total
	(dollars in thousands)
Year Ended December 31, 2012
Restructuring expenses		$15,634		$229		$818		$6,822		$23,503

Changes in the restructuring liability were as follows:

	Severance Expenses			Contract Termination Expenses			Asset Writedowns			Other Exit Expenses*			Total Restructuring Expenses
	(dollars in thousands)
At or for the Year Ended December 31, 2012
Balance at beginning of period		$—			$—			$—			$—			$—
Amounts charged to expense		11,600			5,840			5,246			817			23,503
Amounts paid		(11,544	)		(5,475	)		—			(1,017	)		(18,036	)
Non-cash expenses		—			—			(5,246	)		200			(5,046	)
Balance at end of period		$56			$365			$—			$—			$421

* Primarily includes removal expenses for branch furniture and signs and fees for outplacement services. Also includes the impairment of the market value adjustment on leased branch offices from the Fortress Acquisition.

We do not anticipate any additional future restructuring expenses to be incurred that can be reasonably estimated at December 31, 2012.

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5.  Fortress Acquisition

As stated in Note 1, on November 30, 2010, FCFI indirectly acquired an 80% economic interest in SFI from ACC. AIG, through ACC, indirectly retained a 20% economic interest in SFI. Because of the nature of the Fortress Acquisition, the significance of the ownership interest acquired, and at the direction of our acquirer, we applied push-down accounting to SFI as an acquired business. We revalued our assets and liabilities based on their fair values at the date of the Fortress Acquisition in accordance with business combination accounting standards. As a result, our consolidated financial statements have been prepared to reflect the push-down accounting adjustments arising from this transaction. The effects of these adjustments on each of the Company’s major classes of assets, liabilities, and shareholder’s equity accounts as of the date of the Fortress Acquisition were as follows:

	Predecessor Company			Successor Company
	Prior  to Fortress Acquisition			Push-down Adjustments			Subsequent  to Fortress Acquisition
	(dollars in thousands)
Assets
Cash and cash equivalents		$1,490,119			$—			$1,490,119
Investment securities		762,127			—			762,127
Net finance receivables		16,942,838			(2,423,987	)		14,518,851
Allowance for finance receivable losses		(1,383,768	)		1,383,768			—
Net finance receivables, less allowance for finance receivable losses		15,559,070			(1,040,219	)		14,518,851
Net other intangible assets		—			83,680			83,680
Other assets		1,422,330			149,733			1,572,063
Total assets		$19,233,646			$(806,806	)		$18,426,840
Liabilities and shareholder’s equity
Long-term debt		$16,753,533			$(1,557,778	)		$15,195,755
Insurance claims and policyholder liabilities		320,476			20,725			341,201
Deferred and accrued taxes		6,892			532,679			539,571
Other liabilities		439,690			292,983			732,673
Total liabilities		17,520,591			(711,391	)		16,809,200
Shareholder’s equity:
Common stock		1,000			—			1,000
Additional paid-in capital		1,745,585			(1,598,127	)		147,458
Accumulated other comprehensive income		37,869			(37,869	)		—
(Accumulated deficit)/retained earnings		(71,399	)		1,540,581			1,469,182
Total shareholder’s equity		1,713,055			(95,415	)		1,617,640
Total liabilities and shareholder’s equity		$19,233,646			$(806,806	)		$18,426,840

In accordance with the terms of the Fortress Acquisition, FCFI effectively capitalized AGF Holding through an integrated planned series of transactions negotiated between Fortress and AIG. AGF Holding utilized the contributed capital plus its own shares equal to 20% of its ownership interest to acquire SFI and its subsidiaries from ACC. The total fair value of the consideration provided was $148.5 million consisting of

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5.  Fortress Acquisition (continued)

$118.8 million in cash plus $29.7 million in shares; there is no non-controlling interest associated with SFI, and AGF Holding did not previously hold an equity interest in SFI.

The total purchase consideration given by AGF Holding and the fair value of the AIG retained 20% economic interest was $17.0 billion, including the fair value of liabilities assumed. This resulted in a bargain purchase gain for SFI of $1.5 billion. The following table summarizes the allocation of the Company’s fair value to the assets acquired and liabilities assumed.

	Amount
	(dollars in thousands)
Cash plus fair value of AGF Holding shares issued to ACC*		$148,458
Long-term debt		15,195,755
Other liabilities		1,613,445
Total purchase consideration		$16,957,658

* The acquisition-date fair value of the consideration transferred consisted of the following:

	Amount
	(dollars in thousands)
Cash		$118,767
Common stock		29,691
Total		$148,458

We included the $1.5 billion excess of the acquisition date fair value of the identifiable net assets over the total purchase consideration, which is considered a bargain purchase by AGF Holding, as income of the Successor Company in the one month period ended December 31, 2010.

	Fair Value Adjusted  Amounts
	(dollars in thousands)
Total assets acquired		$18,426,840
Less total liabilities assumed		16,809,200
Net assets acquired		1,617,640
Less fair value of consideration transferred		148,458
AGF Holding bargain purchase		$1,469,182

NET FINANCE RECEIVABLES

The fair value of net finance receivables, both non-impaired and purchased credit impaired, were determined using discounted cash flow methodologies.

Non-credit Impaired Finance Receivables

We determined the fair value of our non-credit impaired net finance receivables on a pooled basis which were aggregated by remaining term, delinquency, and account type (personal loans, real estate loans, and retail sales finance). The amount required to adjust the finance receivables to fair value is being amortized over the estimated remaining life of the finance receivables using the interest method and contractual cash flows.

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5.  Fortress Acquisition (continued)

Purchased Credit Impaired Finance Receivables

We identified a population of finance receivables for which it was determined that it was probable that we would be unable to collect all contractually required payments. The population of accounts identified principally consisted of those finance receivables that were 60 days or more past due or that were classified as TDR finance receivables as of the acquisition date. We accrete the excess of the cash flows expected to be collected on the purchased credit impaired finance receivables over the discounted cash flows into interest income at a level rate of return over the expected lives of the underlying pools of the purchased credit impaired finance receivables.

NET OTHER INTANGIBLE ASSETS

We identified other intangible assets, net of intangible liabilities of $83.7 million as of the date of the Fortress Acquisition, which consisted of:

	Amount			Estimated Useful  Life
	(dollars in thousands)
Value of business acquired (“VOBA”)		$35,778			20 years
Customer relationships		17,879			5 years
Trade names		12,148			15 years
Licenses(a)		12,065			indefinite
Customer lists		9,695			8 years
Leases—branch offices(b)		(2,574	)		2 years
Leases—data processing		(1,311	)		7 months
Net other intangible assets		$83,680

(a) Licenses included $11.6 million of insurance licenses (which had an indefinite useful life) and $0.5 million of branch licenses (which had an estimated useful life of three months).

(b) Leases for our branch offices included the net of $5.9 million of leases that were unfavorable to current market terms as of the Fortress Acquisition date (included in other liabilities) and $3.4 million of leases that were favorable to current market terms as of the Fortress Acquisition date (included in other assets).

VOBA

We established a VOBA intangible asset related to our insurance subsidiaries which was valued by a third party applying the income approach. Valuation inputs included estimated future earnings streams and future cash flows for claims payments discounted at expected rates of return.

Customer Relationships

We valued our established customer relationships using a multi-period excess earnings approach with income and expense assumptions based on projections that management had prepared prior to the closing of the transaction and historical information to serve as the bases for assumptions related to future business derived from the present customers through renewals or conversions. This methodology included assessing charges related to reasonable returns on contributory assets.

Trade Names

The trade names intangible was primarily related to our United Kingdom operations. In general terms, the trade names were valued using the relief from royalty approach. In determining the fair value of this trade name, we considered the nature of the business and market conditions as of the acquisition date.

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SPRINGLEAF FINANCE, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

5.  Fortress Acquisition (continued)

Licenses

The licenses intangible assets are primarily related to insurance licenses held by Merit Life Insurance Co. (“Merit”) and Yosemite Insurance Company (“Yosemite”) and were valued by a third party applying a market approach, reviewing recent transactions of a similar span of licenses.

Customer Lists

We have available listings of former customers. The fair value assigned to this intangible asset represented the costs that would be incurred to reconstruct a listing of customers and related information that would have provided a similar result from the solicitations as that experienced with our customer listing as of the acquisition date.

Leases—Branch Offices

We have leases for our branch locations, certain technology assets and satellite communications systems. We utilized estimates of the current market rents as of the Fortress Acquisition date for each of our branch leases, and assets were estimated for those whose lease terms were less than market, and liabilities were estimated for those whose lease terms were greater than the market estimates.

Leases—Data Processing

Technology asset leases were valued in the same manner as the branch leases, with the remaining months on the lease being used to determine the estimated cash flows. The satellite lease was amended in 2010 and was deemed to be at market, and, therefore, no adjustment to fair value was deemed necessary.

OTHER ASSETS

Various adjustments, totaling $149.7 million, were made as of the Fortress Acquisition date to the historical bases of our other assets to record these accounts at their fair values. The adjustments included the elimination of $119.7 million of deferred charges primarily related to deferred debt issuance costs and a $3.6 million deferred tax asset. Further, we adjusted our basis in real estate owned to fair value based upon recent appraisals of the properties less 15% for estimated selling costs, escrow advances to fair value based upon the estimated balances collectable in the foreseeable future, commercial mortgage loans to fair value based upon future cash flows of the mortgage loans discounted at the then current risk free interest rates and adjusted for credit default rates of the counter parties, and fixed assets to fair value based upon third party value in-use appraisals for real estate properties and estimated fair value of pools of personal property based upon the net book value of the pools adjusted for change in consumer price index factors since acquisition. The combination of these items resulted in a net write up to fair value on November 30, 2010 of $14.3 million. In addition, we recorded a $258.7 million receivable from the AIG pension plan related to the November 30, 2010 fair value of our portion of the assets.

LONG-TERM DEBT

We based the fair value of our long-term debt on market-observable prices, when available, and otherwise used projected cash flows discounted at estimated market rates as of November 30, 2010 for debt issuances with similar terms and attributes. The fair value adjustment at November 30, 2010 is being accreted using the interest method.

INSURANCE CLAIMS AND POLICYHOLDER LIABILITIES

We adjusted the carrying value of our policy reserves to their fair value based upon future cash flows discounted at the then current earned yield estimates on November 30, 2010. The fair value adjustment is being recognized through expenses over the life of the policies in effect at the Fortress Acquisition date.

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SPRINGLEAF FINANCE, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

5.  Fortress Acquisition (continued)

OTHER LIABILITIES

Various adjustments, totaling $293.0 million, were made as of the Fortress Acquisition date to the historical bases of our other liabilities to reflect these accounts at their fair values. The adjustments included $0.6 million of deferred commissions eliminated under push-down accounting and $1.8 million to reflect certain nonqualified benefit plan obligations at fair value provided to us by a third-party provider utilizing our actuarial assumptions. In addition, we recorded a $291.7 million liability for our portion of the fair value of the pension benefit obligations previously under the AIG pension plan as of November 30, 2010. The fair value provided to us by a third-party provider utilized our actuarial assumptions.

DEFERRED AND ACCRUED TAXES

AIG and Fortress mutually elected to treat the transaction as a sale of assets pursuant to Internal Revenue Service (“IRS”) regulations. As a result of this election, the purchase price was allocated to all assets which changed the tax basis used to derive deferred tax assets and liabilities. After all transaction related adjustments were recorded, including a third quarter 2011 tax adjustment of $7.9 million to reflect new information obtained relative to the assumptions applied in our determination of the deferred and accrued taxes recorded as of the date of the Fortress Acquisition, we had a net deferred tax liability of $532.7 million compared to a net deferred tax asset of $3.6 million immediately preceding the transaction. The deferred tax asset prior to the transaction was net of a valuation allowance of $222.1 million which was reversed upon application of push-down accounting.

6.  Finance Receivables

We have three finance receivable types as defined below:

— Personal loans are secured by consumer goods, automobiles, or other personal property or are unsecured, generally have maximum original terms of 60 months, and are usually fixed-rate, fixed-term loans.

— Real estate loans are secured by first or second mortgages on residential real estate, generally have maximum original terms of 360 months, and are usually considered non-conforming. Real estate loans may be closed-end accounts or open-end home equity lines of credit and are primarily fixed-rate products. As of January 1, 2012, we ceased originating real estate loans.

— Retail sales finance includes retail sales contracts and revolving retail accounts. Retail sales contracts are closed-end accounts that represent a single purchase transaction. Revolving retail accounts are open-end accounts that can be used for financing repeated purchases from the same merchant. Retail sales contracts are secured by the personal property designated in the contract and generally have maximum original terms of 60 months. Revolving retail accounts are secured by the goods purchased and generally require minimum monthly payments based on the amount financed calculated after the most recent purchase or outstanding balances. As of January 15, 2013, we ceased purchasing retail sales contracts and revolving retail accounts.

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SPRINGLEAF FINANCE, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

6.  Finance Receivables (continued)

Components of net finance receivables by type were as follows:

	Personal Loans			Real Estate Loans			Retail Sales  Finance			Total
	(dollars in thousands)
Successor Company
December 31, 2012
Gross receivables*		$2,984,423			$8,909,523			$233,296			$12,127,242
Unearned finance charges and points and fees		(402,828	)		(5,836	)		(27,087	)		(435,751	)
Accrued finance charges		36,937			51,327			2,148			90,412
Deferred origination costs		31,200			351			—			31,551
Total		$2,649,732			$8,955,365			$208,357			$11,813,454
Successor Company
December 31, 2011
Gross receivables		$2,968,963			$10,068,254			$412,446			$13,449,663
Unearned finance charges and points and fees		(346,437	)		(12,649	)		(46,142	)		(405,228	)
Accrued finance charges		35,388			59,254			3,599			98,241
Deferred origination costs		27,125			953			—			28,078
Total		$2,685,039			$10,115,812			$369,903			$13,170,754

* Gross receivables are defined below:

— finance receivables purchased as a performing receivable—gross finance receivables equal the UPB for interest bearing accounts and the gross remaining contractual payments for precompute accounts plus the remaining unearned discount, net of premium established at the time of purchase to reflect the finance receivable balance at its fair value;

— finance receivables originated subsequent to the Fortress Acquisition—gross finance receivables equals the UPB for interest bearing accounts and the gross remaining contractual payments for precompute accounts; and

— purchased credit impaired finance receivables—gross finance receivables equals the remaining estimated cash flows less the current balance of accretable yield on the purchased credit impaired accounts.

Included in the table above are real estate finance receivables associated with the securitizations that remain on our balance sheet totaling $4.1 billion at December 31, 2012 and $2.4 billion at December 31, 2011. The carrying amount of consolidated long-term debt associated with securitizations totaled $3.1 billion at December 31, 2012 and $1.4 billion at December 31, 2011. See Note 13 for further discussion regarding our securitization transactions. Also included in the table above are finance receivables totaling $5.2 billion at December 31, 2012 and $4.8 billion at December 31, 2011, which have been pledged as collateral for our secured term loan.

At December 31, 2012 and 2011, 97% of our net finance receivables were secured by the real and/or personal property of the borrower. At December 31, 2012, real estate loans accounted for 76% of the amount and 14% of the number of net finance receivables outstanding, compared to 77% of the amount and 15% of the number of net finance receivables outstanding at December 31, 2011.

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SPRINGLEAF FINANCE, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

6.  Finance Receivables (continued)

Maturities of net finance receivables by type at December 31, 2012 were as follows:

	Personal Loans		Real Estate Loans		Retail Sales  Finance		Total
	(dollars in thousands)
2013		833,026		212,537		42,304		1,087,867
2014		982,181		300,353		49,735		1,332,269
2015		572,517		312,796		34,907		920,220
2016		154,155		324,443		22,703		501,301
2017		39,977		333,576		13,750		387,303
2018+		67,876		7,471,660		44,958		7,584,494
Total		$2,649,732		$8,955,365		$208,357		$11,813,454

Maturities are not a forecast of future cash collections. Company experience has shown that customers typically renew, convert or pay in full a substantial portion of finance receivables prior to maturity. Principal cash collections and such collections as a percentage of average net receivables by type were as follows:

	Successor Company									Predecessor Company
	Year Ended December 31, 2012			Year Ended December 31, 2011			One Month Ended December 31, 2010			Eleven Months Ended November 30, 2010
	(dollars in thousands)
Personal loans:
Principal cash collections		$1,430,264			$1,445,421			$112,014			$1,373,263
% of average net receivables		55.07	%		55.97	%		51.29	%		51.37	%
Real estate loans:
Principal cash collections		$958,514			$1,070,191			$109,906			$1,046,712
% of average net receivables		10.06	%		10.01	%		11.65	%		8.07	%
Retail sales finance:
Principal cash collections		$222,838			$285,259			$27,524			$560,670
% of average net receivables		77.80	%		69.34	%		65.87	%		77.45	%
Total:
Principal cash collections		$2,611,616			$2,800,871			$249,444			$2,980,645
% of average net receivables		21.04	%		20.47	%		20.73	%		18.20	%

Unused credit lines extended to customers by the Company totaled $164.5 million at December 31, 2012 and $185.5 million at December 31, 2011. Unused lines of credit on home equity lines of credit can be terminated for delinquency. Unused lines of credit can be suspended if the value of the real estate declines significantly below the property’s initial appraised value or if we believe the borrower will be unable to fulfill the repayment obligations because of a material change in the borrower’s financial circumstances, or for any other material default.

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SPRINGLEAF FINANCE, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

6.  Finance Receivables (continued)

GEOGRAPHIC DIVERSIFICATION

Geographic diversification of finance receivables reduces the concentration of credit risk associated with economic stresses in any one region. However, the unemployment and housing market stresses in the U.S. have been national in scope and not limited to a particular region. The largest concentrations of net finance receivables were as follows:

	Successor Company
December 31,	2012					2011 *
	Amount		Percent			Amount		Percent
	(dollars in thousands)
California		$1,191,626		10	%		$1,348,918		10	%
N. Carolina		808,399		7			854,648		6
Florida		780,325		7			868,995		7
Virginia		692,296		6			727,524		6
Ohio		671,523		6			716,328		5
Illinois		595,891		5			624,221		5
Pennsylvania		539,811		4			571,149		4
Georgia		464,694		4			492,077		4
Other		6,068,889		51			6,966,894		53
Total		$11,813,454		100	%		$13,170,754		100	%

* December 31, 2011 concentrations of net finance receivables are presented in the order of December 31, 2012 state concentrations.

CREDIT QUALITY INDICATORS

We consider the delinquency status and nonperforming status of the finance receivable as our credit quality indicators.

For our personal loans and retail sales finance receivables, we advance the due date on a customer’s account when the customer makes a partial payment of 90% or more of the scheduled contractual payment. We do not further advance the due date on a customer’s account if the customer makes an additional partial payment of 90% or more of the scheduled contractual payment and has not yet paid the deficiency amount from a prior partial payment. We do not advance the customer’s due date on our real estate loans until we receive full contractual payment.

We accrue finance charges on revolving retail finance receivables up to the date of charge-off at six months past due. We have accrued finance charges of $0.1 million on $1.0 million of retail sales finance receivables more than 90 days past due at December 31, 2012 and $0.2 million on $3.8 million of these finance receivables that were more than 90 days past due at December 31, 2011. Our personal and real estate loans do not have finance receivables that were more than 90 days past due and still accruing finance charges.

Delinquent Finance Receivables

We consider the delinquency status of the finance receivable as our primary credit quality indicator. We monitor delinquency trends to manage our exposure to credit risk. We consider finance receivables 60 days or more past due as delinquent and consider the likelihood of collection to decrease at such time.

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SPRINGLEAF FINANCE, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

6.  Finance Receivables (continued)

Our delinquency by finance receivable type was as follows:

	Personal Loans		Real Estate Loans		Retail Sales Finance		Total
	(dollars in thousands)
Successor Company
December 31, 2012
Net finance receivables:
30-59 days past due		$39,781		$197,111		$5,197		$242,089
60-89 days past due		21,683		99,956		2,107		123,746
90-119 days past due		17,538		73,803		1,416		92,757
120-149 days past due		14,050		58,364		1,171		73,585
150-179 days past due		9,613		45,648		743		56,004
180 days or more past due		12,107		386,024		331		398,462
Total past due		114,772		860,906		10,965		986,643
Current		2,534,960		8,094,459		197,392		10,826,811
Total		$2,649,732		$8,955,365		$208,357		$11,813,454
Successor Company
December 31, 2011
Net finance receivables:
30-59 days past due		$33,129		$179,260		$7,157		$219,546
60-89 days past due		20,790		118,659		4,169		143,618
90-119 days past due		16,332		89,760		3,543		109,635
120-149 days past due		12,975		74,585		2,750		90,310
150-179 days past due		9,246		60,783		1,716		71,745
180 days or more past due		11,601		401,326		883		413,810
Total past due		104,073		924,373		20,218		1,048,664
Current		2,580,966		9,191,439		349,685		12,122,090
Total		$2,685,039		$10,115,812		$369,903		$13,170,754

Nonperforming Finance Receivables

We also monitor finance receivable performance trends to evaluate the potential risk of future credit losses. At 90 days or more past due, we consider our finance receivables to be nonperforming. Once the finance receivables are considered as nonperforming, we consider them to be at increased risk for credit loss.

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SPRINGLEAF FINANCE, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

6.  Finance Receivables (continued)

Our net finance receivables by performing and nonperforming by type were as follows:

	Personal Loans		Real Estate Loans		Retail Sales Finance		Total
	(dollars in thousands)
Successor Company
December 31, 2012
Performing		$2,596,424		$8,391,526		$204,696		$11,192,646
Nonperforming		53,308		563,839		3,661		620,808
Total		$2,649,732		$8,955,365		$208,357		$11,813,454
Successor Company
December 31, 2011
Performing		$2,634,885		$9,489,358		$361,011		$12,485,254
Nonperforming		50,154		626,454		8,892		685,500
Total		$2,685,039		$10,115,812		$369,903		$13,170,754

If our nonperforming finance receivables would have been current in accordance with their original terms, we would have recorded finance charges of $35.7 million in 2012 and $41.0 million in 2011.

PURCHASED CREDIT IMPAIRED FINANCE RECEIVABLES

We include the carrying amount (which initially was the fair value) of our purchased credit impaired finance receivables in net finance receivables, less allowance for finance receivable losses. Prepayments reduce the outstanding balance, contractual cash flows, and cash flows expected to be collected. Information regarding these purchased credit impaired finance receivables was as follows:

	Successor Company
December 31,	2012		2011
	(dollars in thousands)
Carrying amount, net of allowance		$1,381,409		$1,539,701
Outstanding balance		$1,968,817		$2,198,525
Allowance for purchased credit impaired finance receivable losses		$17,358		$—

The allowance for purchased credit impaired finance receivable losses at December 31, 2012 reflected the net carrying value of these purchased credit impaired finance receivables being higher than the present value of the expected cash flows. Prior to a $321.0 million transfer from nonaccretable discount to accretable yield in 2012, the carrying value of the purchased credit impaired finance receivables was less than the present value of the expected cash flows. After this transfer, the net present value of the expected cash flows was reduced to the carrying value; therefore, any subsequent deterioration of the real estate loans during 2012 resulted in the need for an allowance for purchased credit impaired finance receivable losses.

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SPRINGLEAF FINANCE, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

6.  Finance Receivables (continued)

Changes in accretable yield for purchased credit impaired finance receivables were as follows:

	Successor Company									Predecessor Company
	At or for the Year Ended December 31, 2012			At or for the Year Ended December 31, 2011			At or for the One Month Ended December 31, 2010			At or for the Eleven Months Ended November 30, 2010
	(dollars in thousands)
Balance at beginning of period		$466,648			$644,681			$—			$—
Additions		—			—			659,192			—
Accretion		(131,828	)		(155,823	)		(13,299	)		—
Reclassifications from nonaccretable difference*		321,048			25,004			—			—
Disposals		(26,668	)		(47,214	)		(1,212	)		—
Balance at end of period		$629,200			$466,648			$644,681			$—

* Reclassifications from nonaccretable difference in 2012 and 2011 represent the increases in accretion resulting from the higher pool yield.

No finance receivables have been added to these pools subsequent to November 30, 2010.

TDR FINANCE RECEIVABLES

Information regarding TDR finance receivables was as follows:

	Real Estate Loans
	(dollars in thousands)
Successor Company
December 31, 2012
TDR gross finance receivables		$809,020
TDR net finance receivables		$812,969
Allowance for TDR finance receivable losses		$92,290
Successor Company
December 31, 2011
TDR gross finance receivables		$297,455
TDR net finance receivables		$298,509
Allowance for TDR finance receivable losses		$29,360

We have no commitments to lend additional funds on our TDR finance receivables.

TDR average net receivables and finance charges recognized on TDR finance receivables were as follows:

	Successor Company						Predecessor Company
	Year Ended December 31, 2012		Year Ended December 31, 2011		One Month Ended December 31, 2010		Eleven Months Ended November 30, 2010
	(dollars in thousands)
Real Estate Loans
TDR average net receivables		$534,992		$170,410		$28,185		$1,792,270
TDR finance charges recognized		$30,157		$7,638		$93		$81,045

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SPRINGLEAF FINANCE, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

6.  Finance Receivables (continued)

Information regarding the financial effects of the TDR finance receivables was as follows:

	Successor Company						Predecessor Company
	Year Ended December 31, 2012		Year Ended December 31, 2011		One Month Ended November 30, 2010		Eleven Months Ended December 31, 2010
	(dollars in thousands)
Real Estate Loans
Number of TDR accounts		5,604		2,210		251		5,204
Pre-modification TDR net finance receivables		$543,822		$279,130		$28,175		$772,940
Post-modification TDR net finance receivables		$553,485		$285,338		$28,195		$783,358

Net finance receivables that were modified as TDR finance receivables within the previous 12 months and for which there was a default during the period were as follows:

	Successor Company
Years Ended December 31,	2012		2011
	(dollars in thousands)
Real Estate Loans
Number of TDR accounts		590		184
TDR net finance receivables*		$66,041		$20,086

* Represents the corresponding balance of TDR net finance receivables at the end of the month in which they defaulted.

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SPRINGLEAF FINANCE, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

7.  Allowance for Finance Receivable Losses

Changes in the allowance for finance receivable losses by finance receivable type were as follows:

	Personal Loans			Real Estate Loans			Retail Sales Finance			Consolidated Total
	(dollars in thousands)
Successor Company
Year Ended
December 31, 2012
Balance at beginning of period		$39,522			$31,471			$1,007			$72,000
Provision for finance receivable losses		114,288			212,870			11,061			338,219
Charge-offs		(119,383	)		(142,539	)		(20,035	)		(281,957	)
Recoveries		33,260			9,446			10,421			53,127
Transfers to finance receivables held for sale(a)		(1,107	)		—			(194	)		(1,301	)
Balance at end of period		$66,580			$111,248			$2,260			$180,088
Successor Company
Year Ended
December 31, 2011
Balance at beginning of period		$4,111			$2,953			$56			$7,120
Provision for finance receivable losses		105,811			212,216			14,821			332,848
Charge-offs		(105,219	)		(197,282	)		(25,861	)		(328,362	)
Recoveries(b)		34,819			13,584			11,991			60,394
Balance at end of period		$39,522			$31,471			$1,007			$72,000
Successor Company
One Month Ended
December 31, 2010
Balance at beginning of period(c)		$—			$—			$—			$—
Provision for finance receivable losses		9,843			25,631			3,293			38,767
Charge-offs		(8,546	)		(23,394	)		(4,260	)		(36,200	)
Recoveries		2,814			716			1,023			4,553
Balance at end of period		$4,111			$2,953			$56			$7,120
Predecessor Company
Eleven Months Ended
November 30, 2010
Balance at beginning of period		$232,008			$1,233,113			$67,364			$1,532,485
Provision for finance receivable losses		130,463			275,748			38,138			444,349
Charge-offs		(199,924	)		(368,000	)		(82,388	)		(650,312	)
Recoveries		34,398			10,911			11,937			57,246
Balance at end of period		$196,945			$1,151,772			$35,051			$1,383,768

(a) During the first quarter of 2012, we decreased the allowance for finance receivable losses as a result of the transfers of $77.8 million of finance receivables from finance receivables held for investment to finance

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SPRINGLEAF FINANCE, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

7.  Allowance for Finance Receivable Losses (continued)

receivables held for sale due to management’s intent to no longer hold these finance receivables for the foreseeable future.

(b) Recoveries during 2011 included $5.0 million ($1.9 million personal loan recoveries, $2.9 million real estate loan recoveries, and $0.2 million retail sales finance recoveries) as a result of a settlement of claims relating to our February 2008 purchase of Equity One, Inc.’s consumer branch finance receivable portfolio.

(c) The beginning balance of allowance for finance receivable losses for the Successor Company for the one month ended December 31, 2010 includes the push-down accounting adjustments.

Included in the table above is allowance for finance receivable losses associated with securitizations totaling $14.5 million at December 31, 2012 and $2.1 million at December 31, 2011. See Note 13 for further discussion regarding our securitization transactions.

After the Fortress Acquisition, the recorded investment or carrying amount of finance receivables includes the impact of push-down adjustments. The carrying amount charged off for non-credit impaired loans totaled $167.0 million in 2012 and $203.8 million in 2011.

The carrying amount charged off for purchased credit impaired loans totaled $38.7 million in 2012 and $110.1 million in 2011. These amounts represent additional impairment recognized, subsequent to the establishment of the pools of purchased credit impaired loans, related to loans that have been foreclosed and transferred to real estate owned status.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

7.  Allowance for Finance Receivable Losses (continued)

The allowance for finance receivable losses and net finance receivables by type and by impairment method were as follows:

	Personal Loans		Real Estate Loans		Retail Sales Finance		Total
	(dollars in thousands)
Successor Company
December 31, 2012
Allowance for finance receivable losses for finance receivables:
Collectively evaluated for impairment		$66,580		$1,600		$2,260		$70,440
Acquired with deteriorated credit quality (purchased credit impaired finance receivables)		—		17,358		—		17,358
Individually evaluated for impairment (TDR finance receivables)		—		92,290		—		92,290
Total		$66,580		$111,248		$2,260		$180,088
Finance receivables:
Collectively evaluated for impairment		$2,649,732		$6,743,629		$208,357		$9,601,718
Purchased credit impaired finance receivables		—		1,398,767		—		1,398,767
TDR finance receivables		—		812,969		—		812,969
Total		$2,649,732		$8,955,365		$208,357		$11,813,454
Successor Company
December 31, 2011
Allowance for finance receivable losses for finance receivables:
Collectively evaluated for impairment		$39,522		$2,111		$1,007		$42,640
Purchased credit impaired finance receivables		—		—		—		—
TDR finance receivables		—		29,360		—		29,360
Total		$39,522		$31,471		$1,007		$72,000
Finance receivables:
Collectively evaluated for impairment		$2,685,039		$8,277,602		$369,903		$11,332,544
Purchased credit impaired finance receivables		—		1,539,701		—		1,539,701
TDR finance receivables		—		298,509		—		298,509
Total		$2,685,039		$10,115,812		$369,903		$13,170,754

In 2012, we recognized $17.4 million of additional charges to the provision for finance receivable losses related to decreases in the expected cash flows for the remaining accounts in the purchased credit impaired pools under Accounting Standards Codification 310-30, Receivables – Loans and Debt Securities Acquired with Deteriorated Credit Quality.

See Note 3 for additional information on the determination of the allowance for finance receivable losses.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

8.  Finance Receivables Held for Sale

During 2012, we transferred $180.9 million of finance receivables from held for investment to held for sale due to management’s intent to no longer hold these finance receivables for the foreseeable future. We marked these loans to the lower of cost or fair value at the time of transfer and subsequently recorded additional gains in other revenues at the time of sale resulting in net gains of $4.5 million in 2012. In 2012, we sold finance receivables held for sale totaling $171.0 million. During 2012, we transferred $1.4 million of finance receivables from held for sale back to held for investment due to management’s intent to hold these finance receivables for the foreseeable future.

In February 2010, we transferred $170.7 million of finance receivables from held for sale back to held for investment in preparation for an on-balance sheet securitization that was completed in March 2010. In June 2010, we transferred $484.9 million of finance receivables from held for sale back to held for investment due to management’s intent to hold these finance receivables for the foreseeable future.

We repurchased 20 loans for $2.8 million during 2012, compared to 12 loans repurchased for $2.1 million during 2011, and 4 loans repurchased for $0.5 million during 2010. In each period, we repurchased the loans because such loans were reaching the defined delinquency limits or had breached the contractual representations and warranties under the loan sale agreements. At December 31, 2012, there were no material unresolved recourse requests.

The activity in our reserve for sales recourse obligations was as follows:

	Successor Company									Predecessor Company
	At or for the Year Ended December 31, 2012			At or for the Year Ended December 31, 2011			At or for the One Month Ended December 31, 2010			At or for the Eleven Months Ended November 30, 2010
	(dollars in thousands)
Balance at beginning of period		$1,648			$3,511			$3,599			$15,796
Provision for/(reduction in) recourse obligations		3,269			(1,442	)		(88	)		(3,064	)
Recourse losses		(54	)		(421	)		—			(9,133	)
Balance at end of period		$4,863			$1,648			$3,511			$3,599

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

9.  Investment Securities

Cost/amortized cost, unrealized gains and losses, and fair value of investment securities by type, which are classified as available-for-sale, were as follows:

	Cost/Amortized Cost		Unrealized Gains		Unrealized Losses			Fair Value
	(dollars in thousands)
Successor Company
December 31, 2012
Fixed maturity investment securities:
Bonds:
U.S. government and government sponsored entities		$50,717		$2,488		$—			$53,205
Obligations of states, municipalities, and political subdivisions		150,721		4,998		(249	)		155,470
Corporate debt		365,342		11,051		(1,397	)		374,996
Mortgage-backed, asset-backed, and collateralized:
Residential mortgage-backed securities (“RMBS”)		183,835		8,029		(71	)		191,793
Commercial mortgage-backed securities (“CMBS”)		40,388		1,245		(87	)		41,546
Collateralized debt obligations (“CDO”)/Asset-backed securities (“ABS”)		67,123		1,466		(8	)		68,581
Total		858,126		29,277		(1,812	)		885,591
Other long-term investments*		1,404		—		(24	)		1,380
Common stocks		974		30		(29	)		975
Total		$860,504		$29,307		$(1,865	)		$887,946
Successor Company
December 31, 2011
Fixed maturity investment securities:
Bonds:
U.S. government and government sponsored entities		$68,449		$2,005		$(17	)		$70,437
Obligations of states, municipalities, and political subdivisions		204,737		4,584		(484	)		208,837
Corporate debt		461,492		3,962		(5,880	)		459,574
Mortgage-backed, asset-backed, and collateralized:
RMBS		155,693		4,666		(93	)		160,266
CMBS		37,438		1,660		(627	)		38,471
CDO/ABS		97,043		280		(583	)		96,740
Total		1,024,852		17,157		(7,684	)		1,034,325
Preferred stocks		4,959		—		(163	)		4,796
Other long-term investments*		5,599		167		(1,639	)		4,127
Common stocks		841		—		(22	)		819
Total		$1,036,251		$17,324		$(9,508	)		$1,044,067

* Excludes interest in a limited partnership that we account for using the equity method ($0.6 million at December 31, 2012 and $1.4 million at December 31, 2011).

As of December 31, 2012 and 2011, we had no investment securities with other-than-temporary impairments recognized in accumulated other comprehensive income or loss.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

9.  Investment Securities (continued)

Fair value and unrealized losses on investment securities by type and length of time in a continuous unrealized loss position were as follows:

	Less Than 12 Months					12 Months or Longer					Total
	Fair Value		Unrealized Losses			Fair Value		Unrealized Losses			Fair Value		Unrealized Losses
	(dollars in thousands)
Successor Company
December 31, 2012
Bonds:
U.S. government and government sponsored entities		$1,310		$—			$—		$—			$1,310		$—
Obligations of states, municipalities, and political subdivisions		1,570		(4	)		9,646		(245	)		11,216		(249	)
Corporate debt		30,942		(527	)		49,690		(870	)		80,632		(1,397	)
RMBS		32,047		(70	)		46		(1	)		32,093		(71	)
CMBS		11,290		(52	)		5,673		(35	)		16,963		(87	)
CDO/ABS		5,442		(8	)		—		—			5,442		(8	)
Total		82,601		(661	)		65,055		(1,151	)		147,656		(1,812	)
Other long-term investments		178		(23	)		8		(1	)		186		(24	)
Common stocks		—		—			85		(29	)		85		(29	)
Total		$82,779		$(684	)		$65,148		$(1,181	)		$147,927		$(1,865	)
Successor Company
December 31, 2011
Bonds:
U.S. government and government sponsored entities		$15,521		$(17	)		$—		$—			$15,521		$(17	)
Obligations of states, municipalities, and political subdivisions		6,600		(20	)		19,633		(464	)		26,233		(484	)
Corporate debt		163,275		(2,871	)		65,261		(3,009	)		228,536		(5,880	)
RMBS		28,549		(87	)		90		(6	)		28,639		(93	)
CMBS		19,248		(576	)		1,006		(51	)		20,254		(627	)
CDO/ABS		71,343		(583	)		—		—			71,343		(583	)
Total		304,536		(4,154	)		85,990		(3,530	)		390,526		(7,684	)
Preferred stocks		4,797		(163	)		—		—			4,797		(163	)
Other long-term investments		2,617		(1,639	)		—		—			2,617		(1,639	)
Common stocks		99		(22	)		—		—			99		(22	)
Total		$312,049		$(5,978	)		$85,990		$(3,530	)		$398,039		$(9,508	)

We continue to monitor unrealized loss positions for potential credit impairments. During 2012, we recognized other-than-temporary impairment credit loss writedowns to investment revenues on corporate debt, RMBS, and CMBS totaling $0.9 million.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

9.  Investment Securities (continued)

Components of the other-than-temporary impairment charges on investment securities were as follows:

	Successor Company								Predecessor Company
	Year Ended December 31, 2012			Year Ended December 31, 2011			One Month Ended December 31, 2010		Eleven Months Ended November 30, 2010
	(dollars in thousands)
Total other-than-temporary impairment losses		$(3,820	)		$(3,725	)		$—		$(4,240	)
Portion of loss recognized in accumulated other comprehensive loss		—			—			—		(4,805	)
Net impairment losses recognized in net income (loss)		$(3,820	)		$(3,725	)		$—		$(9,045	)

Changes in the cumulative amount of credit losses (recognized in earnings) on other-than-temporarily impaired investment securities were as follows:

	Successor Company							Predecessor Company
	At or for the Year Ended December 31, 2012			At or for the Year Ended December 31, 2011		At or for the One Month Ended December 31, 2010		At or for the Eleven Months Ended November 30, 2010
	(dollars in thousands)
Balance at beginning of period *		$3,725			$—		$—		$3,150
Additions:
Due to other-than-temporary impairments:
Impairment not previously recognized		—			2,398		—		2,007
Impairment previously recognized		924			1,327		—		6,948
Reductions:
Realized due to sales with no prior intention to sell		(2,999	)		—		—		—
Realized due to intention to sell		—			—		—		—
Accretion of credit impaired securities		—			—		—		(104	)
Balance at end of period		$1,650			$3,725		$—		$12,001

* The beginning balance for the Successor Company for the one month ended December 31, 2010 includes the push-down accounting adjustments.

The fair values of investment securities sold or redeemed and the resulting realized gains, realized losses, and net realized gains (losses) were as follows:

	Successor Company									Predecessor Company
	Year Ended December 31, 2012			Year Ended December 31, 2011			One Month Ended December 31, 2010			Eleven Months Ended November 30, 2010
	(dollars in thousands)
Fair value		$614,656			$149,293			$6,801			$53,746
Realized gains		$3,061			$300			$29			$581
Realized losses		(1,646	)		(752	)		(311	)		(140	)
Net realized gains (losses)		$1,415			$(452	)		$(282	)		$441

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

9.  Investment Securities (continued)

Contractual maturities of fixed-maturity investment securities at December 31, 2012 were as follows:

December 31, 2012	Fair Value		Amortized Cost
	(dollars in thousands)
Fixed maturities, excluding mortgage-backed securities:
Due in 1 year or less		$84,109		$84,107
Due after 1 year through 5 years		246,651		240,733
Due after 5 years through 10 years		169,987		163,705
Due after 10 years		82,924		78,235
Mortgage-backed securities		301,920		291,346
Total		$885,591		$858,126

Actual maturities may differ from contractual maturities since borrowers may have the right to prepay obligations. We may sell investment securities before maturity to achieve corporate requirements and investment strategies.

10.  Other Assets

Components of other assets were as follows:

	Successor Company
December 31,	2012		2011
	(dollars in thousands)
Other investments(a)		$125,379		$143,986
Fixed assets, net(b)		69,717		85,920
Real estate owned		68,786		129,511
Prepaid expenses and deferred charges		46,875		39,911
Other intangible assets, net(c)		29,215		42,683
Derivatives fair values		26,699		79,427
Escrow advance receivable		18,520		14,891
Income tax assets(d)		4,897		39,566
Other		49,292		18,878
Total		$439,380		$594,773

(a) Other invested assets primarily include commercial mortgage loans and accrued investment income.

(b) Fixed assets were net of accumulated depreciation of $148.7 million at December 31, 2012 and $164.6 million at December 31, 2011.

(c) Other intangible assets exclude branch office leases of $0.8 million at December 31, 2012 and $2.8 million at December 31, 2011 that are unfavorable to the current market terms and are included in other liabilities and branch office leases of $0.6 million at December 31, 2012 and $1.8 million at December 31, 2011 that are included in fixed assets, net.

(d) Income tax assets include current federal, foreign, and state tax assets.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

10.  Other Assets (continued)

The gross carrying amount and accumulated amortization, in total and by major intangible asset class were as follows:

	Gross Carrying Amount		Accumulated Amortization			Net Other Intangible Assets
	(dollars in thousands)
Successor Company
December 31, 2012
VOBA		$35,778		$(29,963	)		$5,815
Customer relationships		17,879		(8,271	)		9,608
Licenses		12,065		(490	)		11,575
Customer lists		9,695		(7,628	)		2,067
Domain name		150		—			150
Loan origination/processing intellectual property		25		(25	)		—
Total		$75,592		$(46,377	)		$29,215
Successor Company
December 31, 2011
VOBA		$35,778		$(25,136	)		$10,642
Customer relationships		17,879		(4,983	)		12,896
Licenses		12,065		(490	)		11,575
Customer lists		9,695		(2,125	)		7,570
Total		$75,417		$(32,734	)		$42,683

Amortization expense totaled $13.6 million in 2012, $41.1 million in 2011, and $3.8 million for the one month ended December 31, 2010. Amortization expense for 2012 and 2011 included impairment charges totaling $4.6 million and $12.8 million, respectively. The estimated aggregate amortization of other intangible assets for each of the next five years is reflected in the table below.

	Estimated Aggregate Amortization Expense*
	(dollars in thousands)
2013		$5,113
2014		4,355
2015		3,931
2016		768
2017		213

* Excludes the estimated amortization expense for the domain name intangible asset because the estimated useful life has not been determined.

F-98

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

11.  Transactions with Affiliates of Fortress or AIG

SECURED TERM LOAN

One of our indirect wholly owned subsidiaries Springleaf Financial Funding Company (“SFFC”), is party to a $3.8 billion, six-year secured term loan pursuant to a credit agreement among SFFC, SFC, and most of the consumer finance operating subsidiaries of SFC (collectively, the “Subsidiary Guarantors”), and a syndicate of lenders, various agents, and Bank of America, N.A, as administrative agent. Affiliates of Fortress and affiliates of AIG owned or managed lending positions in the syndicate of lenders totaling $85.0 million at December 31, 2012 and $105.5 million at December 31, 2011.

SUBSERVICING AND REFINANCE AGREEMENTS

Effective February 1, 2011, Nationstar began subservicing the real estate loans of MorEquity and two other subsidiaries of SFC (collectively, the “Owners”), including certain securitized real estate loans. Investment funds managed by affiliates of Fortress indirectly own a majority interest in Nationstar.

The Owners paid Nationstar fees for its subservicing and to facilitate the repayment of our real estate loans through refinancings with other lenders as follows:

	Successor Company
Years Ended December 31,	2012		2011
	(dollars in thousands)
Subservicing fees		$9,843		$9,910
Refinancing concessions		$4,420		$6,556

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 totaled $1.2 million in 2012.

PENSION PLAN

At December 31, 2012, we had no plan assets included in the AIG Retirement Plan, compared to $59.9 million at December 31, 2011. The transfer due from the AIG Retirement Plan to our tax-qualified defined benefit retirement plan, the Springleaf Financial Services Retirement Plan (the “Retirement Plan”), was completed in April 2012.

REINSURANCE AGREEMENTS

Merit enters into reinsurance agreements with subsidiaries of AIG, for reinsurance of various group annuity, credit life, and credit accident and health insurance where Merit reinsures the risk of loss. The reserves for this business fluctuate over time and, in some instances, are subject to recapture by the insurer. Reserves on the books of Merit for reinsurance agreements with subsidiaries of AIG totaled $46.8 million at December 31, 2012 and $49.7 million at December 31, 2011.

DERIVATIVES

At December 31, 2012 and 2011, all of our derivative financial instruments were with AIG Financial Products Corp. (“AIGFP”), a subsidiary of AIG. In July 2012, SFI posted $60.0 million of cash collateral with AIGFP as security for SFC’s two remaining Euro swap positions with AIGFP and agreed to act as guarantor for the swap positions. In August 2012, one of the swap positions was terminated and the cash collateral was reduced by $20.0 million. At December 31, 2012, cash collateral with AIGFP totaled $40.0 million.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

12.  Long-term Debt

Carrying value and fair value of long-term debt by type were as follows:

	Successor Company
	December 31, 2012				December 31, 2011
	Carrying Value		Fair Value		Carrying Value		Fair Value
	(dollars in thousands)
Senior debt		$12,425,031		$12,857,253		$12,898,871		$11,763,815
Junior subordinated debt		171,546		210,000		171,522		140,000
Total		$12,596,577		$13,067,253		$13,070,393		$11,903,815

Weighted average interest rates on long-term debt by type were as follows:

	Senior Debt			Junior Subordinated Debt			Total
Successor Company
Year Ended December 31, 2012		8.05	%		12.26	%		8.21	%
Year Ended December 31, 2011		8.62	%		12.26	%		8.77	%
One Month Ended December 31, 2010		9.20	%		12.26	%		9.34	%
Predecessor Company
Eleven Months Ended November 30, 2010		5.97	%		6.17	%		6.10	%
Successor Company
At December 31, 2012		5.51	%		12.26	%		7.51	%
At December 31, 2011		8.28	%		12.26	%		8.44	%

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

12.  Long-term Debt (continued)

Principal maturities of long-term debt (excluding projected securitization repayments by period) by type of debt at December 31, 2012 were as follows:

	Retail Notes		Medium Term Notes		Euro Denominated Notes(a)		Secured Term Loan(b)(c)		Securitizations		Junior Subordinated Debt (Hybrid Debt)		Total
	(dollars in thousands)
Interest rates(d)		4.25%-9.00%		5.40%-6.90%		3.25%-4.13%		5.50%		1.57%-6.00%		6.00%
First quarter 2013		$41,742		$—		$431,630		$—		$—		$—		$473,372
Second quarter 2013		69,983		469,020		—		—		—		—		539,003
Third quarter 2013		42,551		—		—		—		—		—		42,551
Fourth quarter 2013		2,903		—		416,636		—		—		—		419,539
2013		157,179		469,020		848,266		—		—		—		1,474,465
2014		357,976		—		—		—		—		—		357,976
2015		47,679		750,000		—		—		—		—		797,679
2016		—		375,000		—		—		—		—		375,000
2017—2067		—		3,300,000		—		3,750,000		—		350,000		7,400,000
Securitizations(e)		—		—		—		—		3,109,761		—		3,109,761
Total principal maturities		$562,834		$4,894,020		$848,266		$3,750,000		$3,109,761		$350,000		$13,514,881
Total carrying amount		$522,416		$4,162,674		$854,093		$3,765,249		$3,120,599		$171,546		$12,596,577

(a) Euro denominated notes include €345.2 million notes and €323.4 million notes, shown here at the U.S. dollar equivalent at time of issuance.

(b) Issued by wholly owned Company subsidiaries.

(c) Guaranteed by SFC and by the Subsidiary Guarantors.

(d) The interest rates shown are the range of contractual rates in effect at December 31, 2012, which exclude the effects of the associated derivative instruments used in hedge accounting relationships, if applicable.

(e) Securitizations are not included in above maturities by period due to their variable monthly repayments.

SFFC, a subsidiary of SFC, is the borrower of the secured term loan that is guaranteed by SFC and by the Subsidiary Guarantors. In addition, other SFC operating subsidiaries that from time to time meet certain criteria will be required to become Subsidiary Guarantors. The secured term loan is secured by a first priority pledge of the stock of SFFC that was limited at the transaction date, in accordance with existing SFC debt agreements, to $167.9 million.

SFFC used the proceeds from the secured term loan to make intercompany loans to the Subsidiary Guarantors. The intercompany loans are secured by a first priority security interest in eligible loan receivables, according to pre-determined eligibility requirements and in accordance with a borrowing base formula. The Subsidiary Guarantors used proceeds of the loans to pay down their intercompany loans from SFC. SFC used the payments from Subsidiary Guarantors to, among other things, repay debt and fund operations.

The debt agreements to which SFC and its subsidiaries are a party include customary terms and conditions, including covenants and representations and warranties. These agreements also contain certain

F-101

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

12.  Long-term Debt (continued)

restrictions, including restrictions on the ability to create senior liens on property and assets in connection with any new debt financings and restrictions on the intercompany transfer of funds from certain subsidiaries to SFC or SFI, except for those funds needed for debt payments and operating expenses. SFC subsidiaries that borrow funds through the $3.8 billion secured term loan are also required to pledge eligible finance receivables to support their borrowing under the secured term loan.

With the exception of SFC’s hybrid debt, none of our debt agreements require SFC or any of its subsidiaries to meet or maintain any specific financial targets or ratios, except the requirement to maintain a certain level of pledged finance receivables under the secured term loan.

Under our debt agreements, certain events, including non-payment of principal or interest, bankruptcy or insolvency, or a breach of a covenant or a representation or warranty may constitute an event of default and trigger an acceleration of payments. In some cases, an event of default or acceleration of payments under one debt agreement may constitute a cross-default under other debt agreements resulting in an acceleration of payments under the other agreements.

As of December 31, 2012, we were in compliance with all of the covenants under our debt agreements.

Under our hybrid debt, SFC, upon the occurrence of a mandatory trigger event, is required to defer interest payments to the junior subordinated debt holders and not make dividend payments to SFI unless SFC obtains non-debt capital funding in an amount equal to all accrued and unpaid interest on the hybrid debt otherwise payable on the next interest payment date and pays such amount to the junior subordinated debt holders. A mandatory trigger event occurs if SFC’s (1) tangible equity to tangible managed assets is less than 5.5% or (2) average fixed charge ratio is not more than 1.10x for the trailing four quarters (where the fixed charge ratio equals earnings excluding income taxes, interest expense, extraordinary items, goodwill impairment, and any amounts related to discontinued operations, divided by the sum of interest expense and any preferred dividends).

Based upon SFC’s financial results for the twelve months ended September 30, 2012, a mandatory trigger event occurred under SFC’s hybrid debt with respect to the hybrid debt’s semi-annual payment due in January 2013 due to the average fixed charge ratio being 0.74x (while the tangible equity to tangible managed assets ratio was 8.72%). During January 2013, SFC received from SFI the non-debt capital funding necessary to satisfy, and subsequently paid, the January 2013 interest payments required by SFC’s hybrid debt.

In connection with our liability management efforts, we or our affiliates from time to time have purchased, and may in the future purchase, portions of our outstanding indebtedness. Any such purchases may be made through open market or privately negotiated transactions with third parties or pursuant to one or more tender or exchange offers or otherwise, upon such terms and at such prices, as well as with such consideration as we or any such affiliates may determine. Our plans are dynamic and we may adjust our plans in response to changes in our expectations and changes in market conditions.

13.  Variable Interest Entities

As part of our overall funding strategy and as part of our efforts to support our liquidity from sources other than our traditional capital market sources, we have transferred certain finance receivables to VIEs for securitization transactions. Since these transactions involve securitization trusts required to be consolidated, the securitized assets and related liabilities are included in our consolidated financial statements and are accounted for as secured borrowings.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

13.  Variable Interest Entities (continued)

CONSOLIDATED VIES

We evaluated the securitization trusts and determined that these entities are VIEs of which we are the primary beneficiary; therefore, we consolidated such entities. We are deemed to be the primary beneficiaries of these VIEs because we have power to direct the activities of the VIE that most significantly impact the entity’s economic performance and the obligation to absorb losses and the right to receive benefits that are potentially significant to the VIE. Our control stems from having prescribed detailed servicing standards and procedures that the third-party servicer and Nationstar must observe (and which cannot be modified without our consent), and from our required involvement in certain loan workouts and disposals of defaulted loans or related collateral. Our retained subordinated and residual interest trust certificates expose us to potentially significant losses and potentially significant returns.

The asset-backed securities are backed by the expected cash flows from securitized real estate loans. Cash inflows from these real estate loans are distributed to investors and service providers in accordance with each transaction’s contractual priority of payments (waterfall) and, as such, most of these inflows must be directed first to service and repay each trust’s senior notes or certificates held principally by third-party investors. After these senior obligations are extinguished, substantially all cash inflows will be directed to the subordinated notes until fully repaid and, thereafter, to the residual interest that we own in each trust. We retain interests in these securitization transactions, including senior and subordinated securities issued by the VIEs and residual interests. We retain credit risk in the securitizations because our retained interests include the most subordinated interest in the securitized assets, which are the first to absorb credit losses on the securitized assets. We expect that any credit losses in the pools of securitized assets will likely be limited to our subordinated and residual retained interests. We have no obligation to repurchase or replace qualified securitized assets that subsequently become delinquent or are otherwise in default.

The carrying amounts of consolidated VIE assets and liabilities associated with our securitization trusts were as follows:

	Successor Company
December 31,	2012		2011
	(dollars in thousands)
Assets
Finance receivables		$4,096,108		$2,368,569
Allowance for finance receivable losses		14,502		2,095
Restricted cash		108,994		58,429
Liabilities
Long-term debt		$3,120,599		$1,385,847

Securitization Transactions

2012-1 Securitization. On April 20, 2012, we completed a private securitization transaction in which an indirect wholly owned special purpose vehicle sold $371.0 million of mortgage-backed notes of Springleaf Mortgage Loan Trust 2012-1 (the “2012-1 Trust”), with a 4.38% weighted average yield. We sold the mortgage-backed notes for $367.8 million, after the price discount but before expenses. We initially retained $42.6 million of the 2012-1 Trust’s subordinate mortgage-backed notes.

2012-2 Securitization. On August 8, 2012, we completed a private securitization transaction in which an indirect wholly owned special purpose vehicle sold $750.8 million of mortgage-backed notes of Springleaf Mortgage Loan Trust 2012-2 (the “2012-2 Trust”), with a 3.59% weighted average yield. We sold the mortgage-backed notes for $749.7 million, after the price discount but before expenses. We initially retained $107.7 million of the 2012-2 Trust’s subordinate mortgage-backed notes.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

13.  Variable Interest Entities (continued)

2012-3 Securitization. On October 25, 2012, we completed a private securitization transaction in which an indirect wholly owned special purpose vehicle sold $787.4 million of mortgage-backed notes of Springleaf Mortgage Loan Trust 2012-3 (the “2012-3 Trust”), with a 2.80% weighted average yield. We sold the mortgage-backed notes for $787.2 million, after the price discount but before expenses. We initially retained $112.3 million of the 2012-3 Trust’s subordinate mortgage-backed notes.

2011 Securitization. In September 2011, we completed an on-balance sheet securitization transaction in which an indirect wholly owned special purpose vehicle sold at a discount $242.7 million of senior notes with a 4.05% coupon to a third party. We received cash proceeds, including accrued interest after the sales discount but before expenses, of $242.5 million, and retained senior, subordinated and residual interest notes.

2010 Securitization. In March 2010, we completed an on-balance sheet securitization transaction in which an indirect wholly owned special purpose vehicle sold to a third party $501.3 million of senior certificates with a 5.15% coupon. We received cash proceeds, including accrued interest after the sales discount but before expenses, of $503.3 million and retained subordinated and residual interest trust certificates.

Sales of Previously Retained Notes

During 2012, we sold the following previously retained mortgage-backed notes/trust certificates:

— $215.6 million trust certificates from our March 2010 securitization and subsequently recorded $223.4 million of additional debt;

— $122.7 million mortgage-backed notes from our September 2011 securitization and subsequently recorded $124.4 million of additional debt; and

— $23.7 million mortgage-backed notes from our 2012-1 securitization and subsequently recorded $23.2 million of additional debt.

VIE Interest Expense

Other than our retained subordinate and residual interests in the consolidated securitization trusts, we are under no obligation, either contractually or implicitly, to provide financial support to these entities. Consolidated interest expense related to these VIEs totaled $118.7 million in 2012, $77.0 million in 2011, $6.6 million during the one month ended December 31, 2010, and $154.4 million during the eleven months ended November 30, 2010.

UNCONSOLIDATED VIE

We have established a VIE that holds the junior subordinated debt described in Note 13. We are not the primary beneficiary, and we do not have a variable interest in this VIE. Therefore, we do not consolidate such entity. We had no off-balance sheet exposure to loss associated with this VIE at December 31, 2012 or 2011.

14.  Derivative Financial Instruments

Our principal borrowing subsidiary is SFC. SFC uses derivative financial instruments in managing the cost of its debt by mitigating its exposures to interest rate and currency risks in conjunction with specific long-term debt issuances and has used them in managing its return on finance receivables held for sale, but is neither a dealer nor a trader in derivative financial instruments. During the third quarter of 2012, we terminated a cross currency interest rate swap agreement with a remaining notional amount of €183.0 million. At December 31, 2012, SFC’s remaining derivative financial instrument (included in other assets) consisted of a cross currency interest rate swap agreement that matures in 2013.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

14.  Derivative Financial Instruments (continued)

While SFC’s cross currency interest rate swap agreement mitigates economic exposure of related debt, it does not currently qualify as a cash flow or fair value hedge under U.S. GAAP.

Weighted average receive and pay rates of our cross currency interest rate swap agreements were as follows:

	Successor Company
December 31,	2012			2011
	(dollars in thousands)
Weighted average receive rate		4.13	%		3.69	%
Weighted average pay rate		0.56	%		2.73	%

Changes in the notional amounts of our cross currency interest rate swap agreements and foreign currency forward agreement were as follows:

	Successor Company								Predecessor Company
	At or for the Year Ended December 31, 2012			At or for the Year Ended December 31, 2011			At or for the One Month Ended December 31, 2010		At or for the Eleven Months Ended November 30, 2010
	(dollars in thousands)
Balance at beginning of period		$1,269,500			$3,195,386			$2,727,386		$3,499,686
New contracts		—			—			468,000		—
Expired contracts		—			(1,925,886	)		—		(772,300	)
Discontinued and terminated contracts		(852,864	)		—			—		—
Balance at end of period		$416,636			$1,269,500			$3,195,386		$2,727,386

During 2012, we decreased the notional amounts of our Euro cross currency interest rate swap agreements by €676.7 million. We elected to discontinue hedge accounting prospectively on one of our cash flow hedges as of May 2012 and terminated this cross currency interest rate swap agreement in August 2012. We continue to report the gain related to the discontinued and terminated cash flow hedge in accumulated other comprehensive income, which is being reclassified into earnings during the remaining contractual term of the debt agreement (January 2013) as the hedged transaction impacts earnings. As a result of our decision to repurchase Euro denominated debt, we elected to discontinue hedge accounting and subsequently accelerated the reclassification of amounts in accumulated other comprehensive income to other revenues resulting in gains of $0.7 million in 2012.

Fair value of derivative instruments presented on a gross basis by type were as follows:

	Successor Company
	December 31, 2012						December 31, 2011
	Notional Amount		Derivative Assets		Derivative Liabilities		Notional Amount		Derivative Assets		Derivative Liabilities
	(dollars in thousands)
Hedging Instruments
Cross currency interest rate		$—		$—		$—		$625,250		$25,148		$—
Non-Designated Hedging Instruments
Cross currency interest rate		416,636		26,699		—		644,250		54,279		—
Total derivative instruments		$416,636		$26,699		$—		$1,269,500		$79,427		$—

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SPRINGLEAF FINANCE, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

14.  Derivative Financial Instruments (continued)

The amount of gain (loss) for cash flow hedges recognized in accumulated other comprehensive income or loss, reclassified from accumulated other comprehensive income or loss into other revenues (effective and ineffective portion) and interest expense (effective portion), and recognized in other revenues (ineffective portion) were as follows:

				From AOCI(L)(a) to									Recognized in Other Revenues
	AOCI(L)			Other Revenues(b)			Interest Expense			Earnings(c)
	(dollars in thousands)
Successor Company
Year Ended December 31, 2012
Cross currency interest rate		$(16,987	)		$(12,343	)		$1,839			$(10,504	)		$(426	)
Successor Company
Year Ended December 31, 2011
Interest rate		$(3,084	)		$—			$(1,624	)		$(1,624	)		$(2,569	)
Cross currency interest rate		34,877			26,391			1,963			28,354			840
Total		$31,793			$26,391			$339			$26,730			$(1,729	)
Successor Company
One Month Ended December 31, 2010
Interest rate		$8,998			$11,137			$(3,599	)		$7,538			$2,432
Cross currency interest rate		56,698			56,492			87			56,579			1,127
Total		$65,696			$67,629			$(3,512	)		$64,117			$3,559
Predecessor Company
Eleven Months Ended November 30, 2010
Interest rate		$23,518			$33,955			$(38,987	)		$(5,032	)		$(2,822	)
Cross currency interest rate		(57,639	)		(22,301	)		(14,824	)		(37,125	)		(26,404	)
Total		$(34,121	)		$11,654			$(53,811	)		$(42,157	)		$(29,226	)

(a) Accumulated other comprehensive income (loss).

(b) See table below for the effective and ineffective components of other revenues reclassified from accumulated other comprehensive income or loss.

(c) Represents the total amounts reclassified from accumulated other comprehensive income or loss to other revenues and to interest expense for cash flow hedges as disclosed on our consolidated statement of comprehensive income (loss).

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SPRINGLEAF FINANCE, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

14.  Derivative Financial Instruments (continued)

Other revenues reclassified from accumulated other comprehensive income or loss consisted of the following:

	Successor Company
Years Ended December 31,	2012			2011
	(dollars in thousands)
Effective portion		$(13,050	)		$26,391
Ineffective portion*		707			—
Total		$(12,343	)		$26,391

* Ineffective portion for 2012 consisted of gains related to our election to discontinue hedge accounting.

At December 31, 2012, we expect the remaining $0.2 million deferred net gain on cash flow hedges to be reclassified from accumulated other comprehensive income or loss to earnings during the next twelve months.

The amounts recognized in other revenues for non-designated hedging instruments were as follows:

	Non-Designated Hedging Instruments
	(dollars in thousands)
Successor Company
Year Ended December 31, 2012
Cross currency interest rate		$(33,761	)
Successor Company
Year Ended December 31, 2011
Cross currency interest rate and interest rate		$23,760
Equity-indexed		215
Total		$23,975
Successor Company
One Month Ended December 31, 2010
Cross currency interest rate and interest rate		$24,153
Equity-indexed		27
Total		$24,180
Predecessor Company
Eleven Months Ended November 30, 2010
Cross currency interest rate and interest rate		$39,386
Equity-indexed		292
Total		$39,678

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SPRINGLEAF FINANCE, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

14.  Derivative Financial Instruments (continued)

Derivative adjustments included in other revenues consisted of the following:

	Successor Company									Predecessor Company
	Year Ended December 31, 2012			Year Ended December 31, 2011			One Month Ended December 31, 2010			Eleven Months Ended November 30, 2010
	(dollars in thousands)
Mark to market gains (losses)		$(28,659	)		$(26,572	)		$27,777			$(62,394	)
Net interest income		18,745			23,788			1,985			14,724
Credit valuation adjustment gains (losses)		(3,559	)		5,965			(1,571	)		11,980
Ineffectiveness gains (losses)		(426	)		(1,729	)		3,559			(29,226	)
Other comprehensive income release gain on cash flow hedge maturities		—			—			—			68,803
Other		2,136			(1,411	)		2,262			292
Total		$(11,763	)		$41			$34,012			$4,179

SFC is exposed to credit risk if counterparties to swap agreements do not perform. SFC regularly monitors counterparty credit ratings throughout the term of the agreements. SFC’s exposure to market risk is limited to changes in the value of swap agreements offset by changes in the value of the hedged debt.

15.  Insurance

Components of insurance claims and policyholder liabilities were as follows:

	Successor Company
December 31,	2012		2011
	(dollars in thousands)
Finance receivable related:
Unearned premium reserves		$118,589		$107,874
Benefit reserves		84,748		82,454
Claim reserves		28,093		25,278
Subtotal		231,430		215,606
Non-finance receivable related:
Benefit reserves		83,604		90,161
Claim reserves		50,204		22,090
Subtotal		133,808		112,251
Total		$365,238		$327,857

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SPRINGLEAF FINANCE, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

15.  Insurance (continued)

Our insurance subsidiaries enter into reinsurance agreements with other insurers (including subsidiaries of AIG). Insurance claims and policyholder liabilities included the following amounts assumed from other insurers:

	Successor Company
December 31,	2012		2011
	(dollars in thousands)
Non-affiliated insurance companies		$20,485		$29,266
Affiliated insurance companies		46,774		49,682
Total		$67,259		$78,948

At December 31, 2012 and 2011, reserves related to insurance claims and policyholder liabilities ceded to nonaffiliated insurance companies totaled $27.3 million and $27.0 million, respectively.

Our insurance subsidiaries file financial statements prepared using statutory accounting practices prescribed or permitted by the Indiana Department of Insurance, which is a comprehensive basis of accounting other than U.S. GAAP. We report our statutory financial information on a historical accounting basis. We are not required and did not apply push-down accounting to the insurance subsidiaries on a statutory basis.

Reconciliations of statutory net income to U.S. GAAP net income were as follows:

	2012			2011			2010
	(dollars in thousands)
Years Ended December 31,
Statutory net income		$28,624			$28,452			$44,830
Reserve changes		4,185			12,708			5,138
Change in deferred policy acquisition costs		3,216			3,600			(2,819	)
Income tax charge		(3,121	)		(1,311	)		(5,092	)
Amortization of interest maintenance reserve		2,208			2,517			2,906
Realized gains (losses)		(689	)		1,802			(4,038	)
Other, net		313			145			(390	)
U.S. GAAP net income		$34,736			$47,913			$40,535

Reconciliations of statutory equity to U.S. GAAP equity were as follows:

December 31,	2012			2011
	(dollars in thousands)
Statutory equity		$508,861			$622,746
Reserve changes		58,222			54,026
Decrease in carrying value of affiliates		(45,081	)		(42,354	)
Deferred policy acquisition costs		38,095			34,458
Net unrealized gains		35,005			25,407
Income tax benefit		(25,527	)		(9,841	)
Provision for reinsurance		5,149			7,674
Asset valuation reserve		3,934			2,474
Other, net*		8,128			1,887
U.S. GAAP equity		$586,786			$696,477

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

15.  Insurance (continued)

* “Other, net” at December 31, 2012 includes a receivable for securities due from broker of $5.7 million that was non-admitted for statutory accounting.

State law restricts the amounts our insurance subsidiaries may pay as dividends without prior notice to, or in some cases prior approval from, the Indiana Department of Insurance. Our insurance subsidiaries paid $150.0 million of dividends in second quarter 2012 upon receiving prior approval and paid $45.0 million of dividends in second quarter 2011 that did not require prior approval.

16.  Other Liabilities

Components of other liabilities were as follows:

	Successor Company
December 31,	2012		2011
	(dollars in thousands)
Accrued interest on debt		$71,052		$116,570
Ocean reserves		65,757		15,000
Salary and benefit liabilities		41,931		101,134
Accrued legal contingencies and expenses		10,201		42,123
Bank overdrafts		6,953		21,271
Other		31,917		32,671
Total		$227,811		$328,769

17.  Capital Stock

SFI has two classes of authorized capital stock: special shares and common shares. SFI may issue special shares in series. The board of directors determines the dividend, liquidation, redemption, conversion, voting and other rights prior to issuance.

Par value and shares authorized at December 31, 2012 were as follows:

	Par Value		Shares Authorized
Special Shares		—		25,000,000
Common Shares		$0.50		25,000,000

Shares issued and outstanding at December 31, 2012 and 2011 were as follows:

	Successor Company
December 31,	2012		2011
Special Shares		—		—
Common Shares		2,000,000		2,000,000

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

18.  Earnings Per Share

Number of shares outstanding and earnings (loss) per share were as follows:

	Successor Company								Predecessor Company
	Year Ended December  31, 2012			Year Ended December 31, 2011			One Month Ended December  31, 2010		Eleven Months Ended November 30, 2010
Share Data:
Number of shares outstanding
Basic and diluted		2,000,000			2,000,000			2,000,000		2,000,000
Earnings (loss) per share
Basic and diluted		$(109.32	)		$(112.08	)		$732.14		$(7.02	)

19.  Accumulated Other Comprehensive Income (Loss)

Components of accumulated other comprehensive income (loss) were as follows:

	Successor Company
December 31,	2012		2011
	(dollars in thousands)
Net unrealized gains on:
Investment securities		$17,837		$5,080
Cash flow hedges		104		4,318
Retirement plan liabilities adjustments		8,120		(35,221	)
Foreign currency translation adjustments		4,127		152
Accumulated other comprehensive income (loss)		$30,188		$(25,671	)

20.  Income Taxes

AGF Holding and all of its domestic U.S. subsidiaries, including SFI, file a consolidated life/nonlife federal tax return with the IRS. Federal income taxes are allocated to these subsidiaries under a tax sharing agreement with AGF Holding. Our foreign subsidiaries file tax returns in Puerto Rico, the U.S. Virgin Islands, and the United Kingdom.

As of December 31, 2011, we made the determination that we could no longer assert that we intended to permanently reinvest the earnings of our foreign subsidiaries, and deferred taxes were recorded on the unremitted earnings in our foreign subsidiaries as of December 31, 2011, which resulted in no material impact on tax expense.

As discussed in Note 2, our benefit from income taxes for 2012 was previously incorrectly overstated by $1.2 million relating to the understatement of the fair value estimate of our net finance receivables, less allowance for finance receivable losses at December 31, 2012. As a result of the overstatement of our benefit from income taxes for 2012, the applicable components of benefit from income taxes and effective income tax rate for 2012 and the related components of net deferred tax liabilities at December 31, 2012 were incorrect. We have revised the related income tax disclosures in this note to accurately present our income taxes for 2012.

F-111

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

20.  Income Taxes (continued)

Components of benefit from income taxes were as follows:

	Successor Company									Predecessor Company
	Year Ended December 31, 2012			Year Ended December 31, 2011			One Month Ended December 31, 2010			Eleven Months Ended November 30, 2010
	(dollars in thousands)
Federal:
Current		$59,710			$10,575			$5,463			$(252,879	)
Deferred		(143,795	)		(130,316	)		(7,411	)		114,097
Deferred—valuation allowance		—			—			—			(114,097	)
Total federal		(84,085	)		(119,741	)		(1,948	)		(252,879	)
Foreign:
Current		2,604			886			(177	)		(918	)
Deferred		(15,777	)		(1,092	)		6			1,791
Deferred—valuation allowance		15,655			3,956			—			—
Total foreign		2,482			3,750			(171	)		873
State:
Current		7,469			2,555			731			1,309
Deferred		(22,232	)		(6,797	)		—			50,711
Deferred—valuation allowance		8,144			21,184			—			(50,711	)
Total state		(6,619	)		16,942			731			1,309
Total		$(88,222	)		$(99,049	)		$(1,388	)		$(250,697	)

Benefit from foreign income taxes includes our foreign subsidiaries that operate in Puerto Rico, the U.S. Virgin Islands, and the United Kingdom. In 2011, we recorded a full valuation allowance on the deferred tax assets related to our United Kingdom operations. Previously, a valuation allowance was not required on the deferred tax assets related to our foreign operations.

We recorded a current state income tax provision in 2012 and 2011 attributable to profitable operations in certain states in which we do business that could not be offset against losses incurred. We recorded a valuation allowance against the majority of our state deferred tax assets including all state deferred tax assets related to net operating losses.

F-112

SPRINGLEAF FINANCE, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

20.  Income Taxes (continued)

Reconciliations of the statutory federal income tax rate to the effective tax rate were as follows:

	Successor Company									Predecessor Company
	Year Ended December  31, 2012			Year Ended December  31, 2011			One Month Ended December  31, 2010			Eleven Months Ended November 30, 2010
	(dollars in thousands)
Statutory federal income tax rate		35.00	%		35.00	%		35.00	%		35.00	%
Valuation allowance		(5.10	)		(5.48	)		—			43.10
Foreign operations		(3.25	)		(.44	)		—			—
State income taxes		1.40			.85			.03			.32
Bargain purchase gain		—			—			(35.12	)		—
Outside basis		—			—			—			17.37
Other, net		.70			.72			—			(1.09	)
Effective income tax rate		28.75	%		30.65	%		(.09	)%		94.70	%

The effective income tax rate for 2012 and 2011 differed from the statutory tax rate primarily due to the impact of recording a full valuation allowance on the deferred tax assets related to our foreign operations and a partial valuation allowance on the deferred tax assets related to our state operations.

A reconciliation of the beginning and ending balances of the total amounts of gross unrecognized tax obligation (all of which would affect the effective tax rate if recognized) is as follows:

	Successor Company
Years Ended December 31,	2012		2011		2010
	(dollars in thousands)
Balance at beginning of year		$ —		$—		$—
Increases in tax positions for prior years		1,091		—		—
Decreases in tax positions for prior years		—		—		—
Increases in tax positions for current years		489		—		—
Decreases in tax positions for current years		—		—		—
Lapse in statute of limitations		—		—		—
Settlements		—		—		—
Balance at end of year		$1,580		$—		$—

Our gross unrecognized tax obligation includes interest and penalties. We recognize interest and penalties related to gross unrecognized tax obligations in income tax expense. At December 31, 2012, we had accrued $0.2 million for the payment of interest (net of the federal benefit) and penalties, compared to zero at December 31, 2011; however, the amount or the uncertainty of this tax obligation may change in the next twelve months.

The IRS has completed examinations of AIG’s tax returns through 1999. The IRS has also completed examinations of SFI’s former direct parent company’s tax returns through 2000. Although a Revenue Agent’s Report has not yet been issued for the years ended December 31, 2001 or 2002, AIG has received a notice of proposed adjustments for certain items during that period from the IRS. Under the indemnity arising from the Fortress Acquisition, it is not expected that SFI would have any liability for historical tax positions for periods through and including November 30, 2010.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

20.  Income Taxes (continued)

Components of deferred tax assets and liabilities were as follows:

	Successor Company
December 31,	2012			2011
	(dollars in thousands)
Deferred tax assets:
Mark to market		$54,134			$—
Net operating losses and tax attributes		23,403			8,516
Pension		13,819			33,918
Market discount		10,698			11,097
Real estate owned		7,862			—
State taxes		5,802			—
Insurance reserves		4,576			7,093
Securitization		2,974			11,552
Legal reserve		1,989			14,539
Fixed assets		—			417
Deferred insurance commissions		1,043			101
Other		2,474			1,828
Total		128,774			89,061
Deferred tax liabilities:
Debt writedown		337,698			414,995
Other intangible assets		10,233			14,939
Fixed assets		1,815			—
Mark to market		—			25,001
State taxes		—			8,649
Other		8,375			6,521
Total		358,121			470,105
Net deferred tax liabilities before valuation allowance		(229,347	)		(381,044	)
Valuation allowance		(38,675	)		(17,726	)
Net deferred tax liabilities		$(268,022	)		$(398,770	)

At December 31, 2012, we had a net deferred tax liability of $268.0 million. The gross deferred tax liabilities are expected to reverse in timing and amount sufficient to create positive taxable income which will allow for the realization of all of our gross federal deferred tax assets. Included in our gross deferred tax assets is the benefit of a foreign net operating loss carryforward of $19.6 million from our United Kingdom operations and a foreign tax credit benefit of $3.1 million. At December 31, 2012, we had a valuation allowance on our state deferred tax assets of $19.1 million, net of a deferred federal tax benefit. At December 31, 2012, we also had a $19.6 million valuation allowance against our United Kingdom operations.

At December 31, 2011, we had a net deferred tax liability of $398.8 million. Included in our gross deferred tax assets was a foreign net operating loss carryforward of $3.5 million from our United Kingdom operations, a foreign tax credit benefit of $2.7 million, and a domestic federal net operating loss carryforward of

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20.  Income Taxes (continued)

$2.3 million. A full valuation allowance was recorded for the net deferred tax assets of our United Kingdom operations including the benefit of the foreign net operating loss carryforward. At December 31, 2011, we had a valuation allowance on our state deferred tax assets of $13.8 million, net of a deferred federal tax benefit. At December 31, 2011 we also had a $4.0 million valuation allowance against our United Kingdom operations.

At December 31, 2012, we had $10.8 million of net current federal and foreign income tax payable, compared to $39.6 million receivable at December 31, 2011. At December 31, 2012, we had state net operating loss carryforwards of $211.0 million, compared to $333.2 million at December 31, 2011. The state net operating loss carryforwards expire between 2016 and 2033. At December 31, 2012, we had deferred and accrued taxes consisting of $5.0 million of non-income based taxes compared to $6.3 million at December 31, 2011.

21.  Lease Commitments, Rent Expense, and Contingent Liabilities

LEASE COMMITMENTS AND RENT EXPENSE

Annual rental commitments for leased office space, automobiles and data processing equipment accounted for as operating leases, excluding leases on a month-to-month basis and the amortization of the lease intangibles recorded as a result of the Fortress Acquisition, were as follows:

	Lease Commitments*
	(dollars in thousands)
First quarter 2013		$5,326
Second quarter 2013		7,364
Third quarter 2013		6,892
Fourth quarter 2013		6,427
2013		26,009
2014		21,393
2015		13,814
2016		8,261
2017		4,141
2018+		2,168
Total		$75,786

* Includes $2.4 million of rental commitments for leased office space at closed locations (included in other liabilities at December 31, 2012).

In addition to rent, we pay taxes, insurance, and maintenance expenses under certain leases. In the normal course of business, we will renew leases that expire or replace them with leases on other properties. Rental expense totaled $36.3 million in 2012, $37.9 million in 2011, $3.6 million for the one month ended December 31, 2010, and $41.3 million for the eleven months ended November 30, 2010. We anticipate minimum annual rental commitments in 2013 to be less than the amount of rental expense incurred in 2012 primarily due to branch office closings in 2012.

LEGAL CONTINGENCIES

In the normal course of business, the Company has been named, from time to time, as a defendant in various legal actions, including arbitrations, class actions and other litigation arising in connection with its

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21.  Lease Commitments, Rent Expense, and Contingent Liabilities (continued)

activities. Some of the actual or threatened legal actions include claims for substantial compensatory and/or punitive damages or claims for indeterminate amounts of damages. While we will continue to identify certain legal actions where we believe a material loss to be reasonably possible and reasonably estimable, there can be no assurance that material losses will not be incurred from claims that we have not yet been notified of or are not yet determined to be probable or reasonably possible.

We contest liability and/or the amount of damages, as appropriate, in each pending matter. Where available information indicates that it is probable that a liability had been incurred at the date of the consolidated financial statements and we can reasonably estimate the amount of that loss, we accrue the estimated loss by a charge to income. In many actions, however, it is inherently difficult to determine whether any loss is probable or even reasonably possible or to estimate the amount of any loss. In addition, even where loss is reasonably possible or an exposure to loss exists in excess of the liability already accrued with respect to a previously recognized loss contingency, it is not always possible to reasonably estimate the size of the possible loss or range of loss.

For certain legal actions, we cannot reasonably estimate such losses, particularly for actions that are in their early stages of development or where plaintiffs seek substantial or indeterminate damages. Numerous issues may need to be resolved, including through potentially lengthy discovery and determination of important factual matters, and by addressing novel or unsettled legal questions relevant to the actions in question, before a loss or additional loss or range of loss or additional loss can be reasonably estimated for any given action.

For certain other legal actions, we can estimate reasonably possible losses, additional losses, ranges of loss or ranges of additional loss in excess of amounts accrued, but do not believe, based on current knowledge and after consultation with counsel, that such losses will have a material adverse effect on our consolidated financial statements as a whole.

King v. American General Finance, Inc., Case No. 96-CP-38-595, in the Court of Common Pleas for Orangeburg County, South Carolina. In this lawsuit, filed in 1996, the plaintiffs asserted class claims against our South Carolina operating entity for alleged violations of S.C. Code § 37-10-102(a), which requires, among other things, a lender making a mortgage loan to ascertain the preference of the borrower as to an attorney who will represent the borrower in closing the loan. After almost 17 years of litigation, on August 27, 2012, the parties settled the case on a claims made basis. Preliminary approval of the settlement was obtained on September 6, 2012 and final approval was obtained on November 19, 2012. At December 31, 2012, the remaining reserve for this class action lawsuit totaled $3.5 million. Funds were distributed beginning in late December 2012. Class members who made a claim and had one loan in the class period received $5,000; those with two loans, $5,750; those with three loans, $6,500; those with four loans, $7,250; and those with five or more loans, $8,000. Aggregate payments to these class members totaled $16.8 million in 2012. In addition, we paid $13.5 million in attorney fees and costs in December 2012 and $3.5 million of unclaimed funds to South Carolina charities in February 2013.

PAYMENT PROTECTION INSURANCE

Our United Kingdom subsidiary provides payments of compensation to its customers who have made claims concerning Payment Protection Insurance (“PPI”) policies sold in the normal course of business by insurance intermediaries. On April 20, 2011, the High Court in the United Kingdom handed down judgment supporting the Financial Services Authority (“FSA”) guidelines on the treatment of PPI complaints. In addition, the FSA issued a guidance consultation paper in March 2012 on the payment protection insurance customer contact letters. As a result, we have concluded that there are certain circumstances where customer contact and/or redress is appropriate. The total reserves related to the estimated PPI claims were $62.7 million at December 31, 2012 and $13.5 million (net of professional indemnity insurance receivable) at December 31, 2011. In 2012, our

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21.  Lease Commitments, Rent Expense, and Contingent Liabilities (continued)

professional indemnity insurance claim was disputed, and in the fourth quarter of 2012, we reversed this claim based upon our assessment that the probability of the recovery of the claim no longer met the probability standard for recognition.

22.  Risks and Uncertainties Related to Liquidity and Capital Resources

We currently have a significant amount of indebtedness in relation to our equity. SFI’s and SFC’s credit ratings are non-investment grade, which have a significant impact on our cost of, and access to, capital. This, in turn, negatively affects our ability to manage our liquidity and our ability and cost to refinance our indebtedness.

There are numerous risks to our financial results, liquidity, and capital raising and debt refinancing plans which are not quantified in our current liquidity forecasts. These risks include, but are not limited, to the following:

— the liquidation and related losses within our real estate portfolio could be substantial and result in reduced cash receipts;

— our inability to grow our consumer loan portfolio with adequate profitability to fund operations, loan losses, and other expenses;

— our inability to monetize assets including, but not limited to, our access to debt and securitization markets;

— the effect of federal, state and local laws, regulations, or regulatory policies and practices, including the Dodd-Frank Wall Street Reform and Consumer Protection Act (which, among other things, established the Consumer Financial Protection Bureau with broad authority to regulate and examine financial institutions), on our ability to conduct business or the manner in which we conduct business, such as licensing requirements, pricing limitations or restrictions on the method of offering products, as well as changes that may result from increased regulatory scrutiny of the sub-prime lending industry;

— the potential for increasing costs and difficulty in servicing our loan portfolio, especially our liquidating real estate loan portfolio (including costs and delays associated with foreclosure on real estate collateral), as a result of heightened nationwide regulatory scrutiny of loan servicing and foreclosure practices in the industry generally, and related costs that could be passed on to us in connection with the subservicing of our real estate loans that were originated or acquired centrally;

— potential liability relating to real estate and personal loans which we have sold or may sell in the future, or relating to securitized loans, if it is determined that there was a non-curable breach of a warranty made in connection with the transaction;

— the potential for additional unforeseen cash demands or accelerations of obligations;

— reduced income due to loan modifications where the borrower’s interest rate is reduced, principal payments are deferred, or other concessions are made;

— the potential for declines in bond and equity markets; and

— the potential effect on us if the capital levels of our regulated and unregulated subsidiaries prove inadequate to support current business plans.

At December 31, 2012, we had $1.6 billion of cash and cash equivalents and in 2012 we generated a net loss of $218.6 million and net cash inflow from operating and investing activities of $1.6 billion. At December 31, 2012, our scheduled principal and interest payments for 2013 on our existing debt (excluding

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

22.  Risks and Uncertainties Related to Liquidity and Capital Resources (continued)

securitizations) totaled $2.1 billion, of which $445.2 million (excluding securitizations) has been repaid in January 2013. As of December 31, 2012, we had unpaid principal balances of $2.0 billion of unencumbered personal loans and $609.7 million of unencumbered real estate loans.

Based on our estimates and taking into account the risks and uncertainties of our plans, we believe that we will have adequate liquidity to finance and operate our businesses and repay our obligations as they become due during the next twelve months.

It is possible that the actual outcome of one or more of our plans could be materially different than we expect or that one or more of our significant judgments or estimates about the potential effects of these risks and uncertainties could prove to be materially incorrect and such actual results could materially adversely affect us.

23.  Benefit Plans

Between the closing of the Fortress Acquisition and January 1, 2011, we continued to participate in various benefit plans sponsored by AIG in accordance with the terms of the Fortress Acquisition. These plans included a noncontributory qualified defined benefit retirement plan, post retirement health and welfare and life insurance plans, various stock option, incentive and purchase plans, and a 401(k) plan.

On January 1, 2011, we established the Retirement Plan and a 401(k) plan in which most of our employees were eligible to participate. The Retirement Plan was based on substantially the same terms as the AIG plan it replaced. Our employees in Puerto Rico participated in a defined benefit pension plan sponsored by CommoLoCo, Inc., our Puerto Rican subsidiary. Effective December 31, 2012, the Retirement Plan and the CommoLoCo Retirement Plan were frozen. Consistent with other companies in the market, management has shifted its retirement focus away from these retirement plans and towards the 401(k) plan. Our employees will not lose any vested benefits in the Retirement Plan or the CommoLoCo Retirement Plan that accrued prior to January 1, 2013.

In addition, we sponsor unfunded defined benefit plans for certain employees and provide postretirement health and welfare and life insurance plans.

The obligations related to the benefit plans described above are recorded by SFC.

PENSION PLANS

We offer various defined benefit plans to eligible employees based on completion of a specified period of continuous service, subject to age limitations.

Retirement Plan

Our Retirement Plan is a noncontributory defined benefit plan which is subject to the provisions of ERISA. U.S. salaried employees who were employed by a participating company, had attained age 21, and completed twelve months of continuous service were eligible to participate in the plan. Employees generally vested after 5 years of service. Prior to January 1, 2013, unreduced benefits were paid to retirees at normal retirement (age 65) and were based upon a percentage of final average compensation multiplied by years of credited service, up to 44 years.

CommoLoCo Retirement Plan

The CommoLoCo Retirement Plan is a noncontributory defined benefit plan which is subject to the provisions of the Puerto Rico tax code. Puerto Rican residents employed by CommoLoCo, Inc. who had attained age 21 and completed one year of service were eligible to participate in the plan.

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23.  Benefit Plans (continued)

Unfunded Defined Benefit Plans

We sponsor unfunded defined benefit plans for certain employees, including key executives, designed to supplement pension benefits provided by our other retirement plans. These include: (1) Springleaf Financial Services Excess Retirement Income Plan, which provides a benefit equal to the reduction in benefits payable to certain employees under our qualified retirement plan as a result of federal tax limitations on compensation and benefits payable; and (2) the Supplemental Executive Retirement Plan (“SERP”), which provides additional retirement benefits to designated executives. Benefits under the SERP were frozen at the end of August 2004.

POSTRETIREMENT PLANS

We provide postretirement medical care and life insurance benefits. Eligibility is based upon completion of 10 years of credited service and attainment of age 55. Life and dental benefits are closed to new participants.

Postretirement medical and life insurance benefits are based upon the employee electing immediate retirement and having a minimum of ten years of service. Medical benefits are contributory, while the life insurance benefits are non-contributory. Retiree medical contributions are based on the actual premium payments reduced by Company-provided credits. These retiree contributions are subject to adjustment annually. Other cost sharing features of the medical plan include deductibles, coinsurance, and Medicare coordination.

401(K) PLANS

We sponsor voluntary savings plans for our U.S. employees and for our employees of CommoLoco, Inc.

Springleaf Financial Services 401(k) Plan

The Springleaf Financial Services 401(k) Plan for 2012 provided for a tiered Company matching on the first 6% of the salary reduction contributions of the employees depending on the employees’ years of service (10% Company matching for 0-4 years of service, 20% Company matching for 5-9 years of service, and 30% Company matching for 10 or more years of service). The salaries and benefit expense associated with this plan was $1.9 million in 2012 and $8.4 million in 2011. Effective January 1, 2013, the employees’ contributions of up to 4% are matched 100% by the Company.

CommoLoCo Thrift Plan

The CommoLoco Thrift Plan provides for salary reduction contributions by employees and 100% matching contributions by the Company of up to 3% of annual salary and 50% matching contributions by the Company of the next 3% of annual salary depending on the respective employee’s years of service. The salaries and benefit expense associated with this plan for 2012 and 2011 was immaterial. There were no changes to the Company’s matching contributions for 2013.

SHARE-BASED COMPENSATION PLAN

We did not record any share-based compensation expense in 2012 or 2011. We recorded share-based compensation expense of $15.3 million in 2010.

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23.  Benefit Plans (continued)

OBLIGATIONS AND FUNDED STATUS

The following table presents the funded status of the defined benefit pension plans and other postretirement benefit plans, reconciled to the net amount included in other liabilities:

	Successor Company
	Pension(a)						Postretirement(b)
At or for the Years Ended December 31,	2012			2011			2012			2011
	(dollars in thousands)
Projected benefit obligation, beginning of period		$435,221			$310,089			$6,725			$5,821
Service cost		14,968			12,543			285			256
Interest cost		18,342			18,162			262			281
Actuarial loss		25,809			105,243			166			500
Benefits paid:
Company assets		—			—			(172	)		(133	)
Plan assets		(10,376	)		(10,816	)		—			—
Curtailment		(78,558	)		—			(579	)		—
Settlement		(37,815	)		—			—			—
Projected benefit obligation, end of period		367,591			435,221			6,687			6,725
Fair value of plan assets, beginning of period		350,374			281,308			—			—
Actual return on plan assets, net of expenses		43,579			68,109			—			—
Company contributions		1,062			11,773			172			133
Benefits paid:
Company assets		—			—			(172	)		(133	)
Plan assets		(48,191	)		(10,816	)		—			—
Fair value of plan assets, end of period		346,824			350,374			—			—
Funded status, end of period		$(20,767	)		$(84,847	)		$(6,687	)		$(6,725	)
Net amounts recognized in the consolidated balance sheet:
Assets		$—			$—			$—			$—
Liabilities		20,767			84,847			6,687			6,725
Total amounts recognized		$(20,767	)		$(84,847	)		$(6,687	)		$(6,725	)
Pretax amounts recognized in accumulated other comprehensive income or loss:
Net gain (loss)		$13,303			$(53,882	)		$(582	)		$(416	)
Prior service credit (cost)		—			—			—			—
Total amounts recognized		$13,303			$(53,882	)		$(582	)		$(416	)

(a) Includes non-qualified unfunded plans, for which the aggregate projected benefit obligation was $10.1 million at December 31, 2012 and $10.0 million at December 31, 2011.

(b) We do not currently fund postretirement benefits.

The accumulated benefit obligation for U.S. pension benefit plans was $367.6 million at December 31, 2012 and $367.1 million at December 31, 2011.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

23.  Benefit Plans (continued)

Defined benefit pension plan obligations in which the projected benefit obligation was in excess of the related plan assets and the accumulated benefit obligation was in excess of the related plan assets were as follows:

	Successor Company
	PBO Exceeds Fair Value of Plan Assets				ABO Exceeds Fair Value of Plan Assets
December 31,	2012		2011		2012		2011
	(dollars in thousands)
Projected benefit obligation		$367,591		$435,221		$367,591		$435,221
Accumulated benefit obligation		$367,591		$367,067		$367,591		$367,067
Fair value of plan assets		$346,824		$350,374		$346,824		$350,374

The following table presents the components of net periodic benefit cost recognized in income and other amounts recognized in accumulated other comprehensive income or loss with respect to the defined benefit pension plans and other postretirement benefit plans:

	Successor Company
	Pension						Postretirement
Years Ended December 31,	2012			2011			2012			2011
	(dollars in thousands)
Components of net periodic benefit cost:
Service cost		$14,968			$12,543			$285			$256
Interest cost		18,342			18,162			262			281
Expected return on assets		(20,912	)		(17,421	)		—			—
Actuarial gain		285			—			—			(1	)
Curtailment gain		(7,115	)		—			(579	)		—
Settlement loss		(1,401	)		68			—			—
Net periodic benefit cost		$4,167			$13,352			$(32	)		$536
Total recognized in other comprehensive income or loss		$(67,185	)		$54,487			$166			$501
Total recognized in net periodic benefit cost and other comprehensive income or loss		$(63,018	)		$67,839			$134			$1,037

The estimated net loss that will be amortized from accumulated other comprehensive income or loss into net periodic benefit cost over the next fiscal year is $47,000 for our combined defined benefit pension plans. We estimate that the prior service credit that will be amortized from accumulated other comprehensive income or loss into net periodic benefit cost over the next fiscal year will be zero for our combined defined benefit pension plans. We estimate that the estimated amortization from accumulated other comprehensive income or loss for net loss and prior service credit that will be amortized into net periodic benefit cost over the next fiscal year will be zero for our defined benefit postretirement plans.

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23.  Benefit Plans (continued)

Assumptions

The following table summarizes the weighted average assumptions used to determine the projected benefit obligations and the net periodic benefit costs:

	Successor Company
	Pension						Postretirement
December 31,	2012			2011			2012			2011
Projected benefit obligation:
Discount rate		3.97	%		4.42	%		3.89	%		4.32	%
Rate of compensation increase		0.00	%		3.78	%		N/A	*		N/A	*
Net periodic benefit costs:
Discount rate		4.42	%		5.56	%		4.32	%		5.31	%
Rate of compensation increase		3.78	%		3.78	%		N/A	*		N/A	*
Expected return on assets		6.10	%		6.04	%		N/A	*		N/A	*

* Not applicable

Discount Rate Methodology

The projected benefit cash flows were discounted using the spot rates derived from the unadjusted Citigroup Pension Discount Curve at December 31, 2012 and an equivalent single discount rate was derived that resulted in the same liability. This single discount rate for each plan was used.

Investment Strategy

The investment strategy with respect to assets relating to our pension plans is designed to achieve investment returns that will (a) provide for the benefit obligations of the plans over the long term; (b) limit the risk of short-term funding shortfalls; and (c) maintain liquidity sufficient to address cash needs. Accordingly, the asset allocation strategy is designed to maximize the investment rate of return while managing various risk factors, including but not limited to, volatility relative to the benefit obligations, diversification and concentration, and the risk and rewards profile indigenous to each asset class.

Allocation of Plan Assets

The long-term strategic asset allocation is reviewed and revised annually. The plans’ assets are monitored by our Retirement Plans Committee and the investment managers, which can entail allocating the plans assets among approved asset classes within pre-approved ranges permitted by the strategic allocation.

At December 31, 2012, the actual asset allocation for the primary asset classes was 93% in fixed income securities, 6% in equity securities, and 1% in cash and cash equivalents. The 2013 target asset allocation for the primary asset classes is 94% in fixed income securities and 6% in equity securities. The actual allocation may differ from the target allocation at any particular point in time.

The expected long-term rate of return for the plans was 6% for the Retirement Plan and 7% for the CommoLoCo Retirement Plan for 2012. The expected rate of return is an aggregation of expected returns within each asset class category. The expected asset return and any contributions made by the Company together are expected to maintain the plans’ ability to meet all required benefit obligations. The expected asset return with respect to each asset class was developed based on a building block approach that considers historical returns,

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23.  Benefit Plans (continued)

current market conditions, asset volatility and the expectations for future market returns. While the assessment of the expected rate of return is long-term and thus not expected to change annually, significant changes in investment strategy or economic conditions may warrant such a change.

Expected Cash Flows

Funding for the U.S. pension plan ranges from the minimum amount required by ERISA to the maximum amount that would be deductible for U.S. tax purposes. This range is generally not determined until the fourth quarter. Contributed amounts in excess of the minimum amounts are deemed voluntary. Amounts in excess of the maximum amount would be subject to an excise tax and may not be deductible under the Internal Revenue Code. Supplemental and excess plans’ payments and postretirement plan payments are deductible when paid.

The expected future benefit payments, net of participants’ contributions, of our defined benefit pension plans and other postretirement benefit plans, at December 31, 2012 are as follows:

	Pension		Postretirement
	(dollars in thousands)
2013		$11,449		$182
2014		12,061		206
2015		12,610		226
2016		13,181		245
2017		13,758		262
2018-2022		77,371		1,570

FAIR VALUE MEASUREMENTS—PLAN ASSETS

The inputs and methodology used in determining the fair value of the plan assets are consistent with those used to measure our assets.

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23.  Benefit Plans (continued)

The following table presents information about our plan assets measured at fair value and indicates the fair value hierarchy based on the levels of inputs we utilized to determine such fair value:

	Level 1		Level 2		Level 3		Total
	(dollars in thousands)
Successor Company
December 31, 2012
Assets:
Cash and cash equivalents		$2,073		$—		$—		$2,073
Equity securities:
U.S.(a)		—		19,670		—		19,670
International(b)		—		1,117		—		1,117
Fixed income securities:
U.S. investment grade(c)		—		322,332		—		322,332
U.S. high yield(d)		—		1,632		—		1,632
Total		$2,073		$344,751		$—		$346,824
Successor Company
December 31, 2011
Assets:
Cash and cash equivalents		$1,587		$—		$—		$1,587
Equity securities:
U.S.(a)		—		18,443		—		18,443
International(b)		—		917		—		917
Fixed income securities:
U.S. investment grade(c)		—		268,077		—		268,077
U.S. high yield(d)		—		1,425		—		1,425
Transfer due from AIG Retirement Plan(e)		—		—		59,925		59,925
Total		$1,587		$288,862		$59,925		$350,374

(a) Includes index mutual funds that primarily track several indices including S&P 500 and S&P 600 in addition to other actively managed accounts, comprised of investments in large cap companies.

(b) Includes investment mutual funds in companies in emerging and developed markets.

(c) Includes investment mutual funds in U.S. and non-U.S. government issued bonds, U.S. government agency or sponsored agency bonds, and investment grade corporate bonds.

(d) Includes investment mutual funds in securities or debt obligations that have a rating below investment grade.

(e) Represents the final settlement from the AIG Retirement Plan to the Retirement Plan, which was completed in April 2012.

The inputs or methodologies used for valuing securities are not necessarily an indication of the risk associated with investing in these securities. Based on our investment strategy, we have no significant concentrations of risks.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

23.  Benefit Plans (continued)

The following table presents changes in our Level 3 plan assets measured at fair value:

			Net gains (losses) included in:
	Balance at beginning of period		Other revenues		Other comprehensive income (loss)		Purchases, sales, issues, settlements*			Transfers into Level 3		Transfers out of Level 3		Balance at end of period
	(dollars in thousands)
Successor Company
Year Ended December 31, 2012
Transfer due from AIG
Retirement Plan		$59,925		$—		$—		$(59,925	)		$—		$—		$—
Successor Company
Year Ended December 31, 2011
Transfer due from AIG
Retirement Plan		$—		$—		$—		$—			$59,925		$—		$59,925

* “Purchases, sales, issues, and settlements” column consists of the final settlement from the AIG Retirement Plan to the Retirement Plan.

24.  Segment Information

Subsequent to our 2012 strategic review of our operations, we have redefined our segments to coincide with how our executives are managing our businesses. At December 31, 2012, our three business segments include: Consumer, Insurance, and Real Estate. These business segments evolved primarily from management’s redefined business strategy, including its decision to cease real estate lending effective January 1, 2012 and to shift its focus to consumer loan products which we believe have significant prospects for growth and business development due to the strong demand in our target market of non-prime borrowers. Throughout 2012, management continued to refine our business strategy and operating footprint and the reporting tools necessary to manage the Company under the new segments, which were defined in final form in the fourth quarter of 2012 and led to our revision to 2012 segment reporting. See Note 1 for a description of our revised business segments.

We evaluate the performance of the segments based on pretax operating earnings. The accounting policies of the segments are the same as those disclosed in Note 2.

We report our segment totals using the historical accounting basis (which is a basis of accounting other than U.S. GAAP) because management analyzes each business segment on a historical accounting basis. However, in order to reconcile to total consolidated financial statement amounts we are presenting our segment totals at or for the one month ended December 31, 2010 and for the eleven months ended November 30, 2010. Due to the changes in the composition of our previously reported business segments, we have restated the corresponding segment information presented in the following tables for the prior periods.

The “Other” column in the following tables consists of our non-core and non-originating legacy operations, including:

— our legacy operations in 14 states where we do not have a significant presence;

— our liquidating retail sales finance portfolio, including our retail sales finance accounts from our dedicated auto finance operation;

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

24.  Segment Information (continued)

— our lending operations in Puerto Rico and the U.S. Virgin Islands; and

— the operations of our United Kingdom subsidiary.

The “Push-down Accounting Adjustments” column in the following tables consists of:

— the accretion or amortization of the valuation adjustments on the applicable revalued assets and liabilities;

— the difference in finance charges on our purchased credit impaired finance receivables compared to the finance charges on these finance receivables on a historical accounting basis;

— the elimination of accretion or amortization of historical based discounts, premiums, and other deferred costs on our finance receivables and long-term debt; and

— the reversal of the decreases to the allowance for finance receivable losses (on a historical accounting basis).

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

24.  Segment Information (continued)

The following tables display information about our segments as well as reconciliations to the consolidated financial statement amounts.

	Consumer		Insurance			Real Estate			Other			Total Historical Accounting Basis			FCFI Push-down Accounting Adjustments			Consolidated Total
	(dollars in thousands)
Successor Company At or for the Year Ended December 31, 2012
Interest income:
Finance charges		$585,041		$—			$820,439			$100,097			$1,505,577			$197,975			$1,703,552
Finance receivables held for sale originated as held for investment		—		—			2,734			—			2,734			6			2,740
Total interest income		585,041		—			823,173			100,097			1,508,311			197,981			1,706,292
Interest expense		141,440		—			672,271			33,711			847,422			220,969			1,068,391
Net interest income		443,601		—			150,902			66,386			660,889			(22,988	)		637,901
Provision for finance receivable losses		90,598		—			51,130			10,632			152,360			185,859			338,219
Net interest income after provision for finance receivable losses		353,003		—			99,772			55,754			508,529			(208,847	)		299,682
Other revenues:
Insurance		—		126,423			—			108			126,531			(108	)		126,423
Investment		—		39,314			—			4,758			44,072			(11,522	)		32,550
Intersegment—insurance commissions		42,203		(42,475	)		95			177			—			—			—
Other		11,323		5,347			(61,392	)		5,147			(39,575	)		(25,195	)		(64,770	)
Total other revenues		53,526		128,609			(61,297	)		10,190			131,028			(36,825	)		94,203
Other expenses:
Operating expenses:
Salaries and benefits		247,048		11,780			29,680			32,186			320,694			(530	)		320,164
Other operating expenses		110,386		10,106			72,037			94,126			286,655			9,740			296,395
Restructuring expenses		15,634		229			818			6,822			23,503			—			23,503
Insurance losses and loss adjustment expenses		—		62,092			—			—			62,092			(1,413	)		60,679
Total other expenses		373,068		84,207			102,535			133,134			692,944			7,797			700,741
Income (loss) before benefit from income taxes		$33,461		$44,402			$(64,060	)		$(67,190	)		$(53,387	)		$(253,469	)		$(306,856	)
Assets		$2,593,344		$999,261			$9,802,206			$2,108,690			$15,503,501			$(829,986	)		$14,673,515

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

24.  Segment Information (continued)

	Consumer			Insurance			Real Estate			Other			Total Historical Accounting Basis			FCFI Push-down Accounting Adjustments			Consolidated Total
	(dollars in thousands)
Successor Company At or for the Year Ended December 31, 2011
Interest income:
Finance charges		$534,861			$—			$939,053			$150,143			$1,624,057			$261,490			$1,885,547
Finance receivables held for sale originated as held for investment		—			—			—			—			—			—			—
Total interest income		534,861			—			939,053			150,143			1,624,057			261,490			1,885,547
Interest expense		125,268			—			755,138			48,619			929,025			339,022			1,268,047
Net interest income		409,593			—			183,915			101,524			695,032			(77,532	)		617,500
Provision for finance receivable losses		8,607			—			249,268			(4,314	)		253,561			79,287			332,848
Net interest income after provision for finance receivable losses		400,986			—			(65,353	)		105,838			441,471			(156,819	)		284,652
Other revenues:
Insurance		—			120,456			—			111			120,567			(377	)		120,190
Investment		—			45,172			—			1,161			46,333			(10,639	)		35,694
Intersegment—insurance commissions		37,331			(46,099	)		4,667			4,101			—			—			—
Other		(1,045	)		3,172			(66,733	)		6,727			(57,879	)		40,154			(17,725	)
Total other revenues		36,286			122,701			(62,066	)		12,100			109,021			29,138			138,159
Other expenses:
Operating expenses:
Salaries and benefits		261,250			12,352			31,310			55,186			360,098			(374	)		359,724
Other operating expenses		142,401			12,235			98,474			56,976			310,086			35,092			345,178
Insurance losses and loss adjustment expenses		—			44,361			—			—			44,361			(3,247	)		41,114
Total other expenses		403,651			68,948			129,784			112,162			714,545			31,471			746,016
Income (loss) before benefit from income taxes		$33,621			$53,753			$(257,203	)		$5,776			$(164,053	)		$(159,152	)		$(323,205	)
Assets		$2,357,755			$1,058,063			$10,985,270			$1,943,147			$16,344,235			$(849,347	)		$15,494,888

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

24.  Segment Information (continued)

	Consumer		Insurance			Real Estate			Other			Total Historical Accounting Basis			FCFI Push-down Accounting Adjustments			Consolidated Total
	(dollars in thousands)
Successor Company At or for the One Month Ended December 31, 2010
Interest income:
Finance charges		$44,589		$—			$85,763			$14,314			$144,666			$36,663			$181,329
Finance receivables held for sale originated as held for investment		—		—			—			—			—			—			—
Total interest income		44,589		—			85,763			14,314			144,666			36,663			181,329
Interest expense		11,824		—			71,922			6,138			89,884			28,809			118,693
Net interest income		32,765		—			13,841			8,176			54,782			7,854			62,636
Provision for finance receivable losses		2,100		—			33,751			4,404			40,255			(1,488	)		38,767
Net interest income after provision for finance receivable losses		30,665		—			(19,910	)		3,772			14,527			9,342			23,869
Other revenues:
Insurance		—		11,311			—			7			11,318			(49	)		11,269
Investment		—		2,867			—			—			2,867			(2,436	)		431
Intersegment—insurance commissions		2,935		(3,766	)		504			327			—			—			—
Other		571		564			3,551			2,116			6,802			13,310			20,112
Total other revenues		3,506		10,976			4,055			2,450			20,987			10,825			31,812
Other expenses:
Operating expenses:
Salaries and benefits		21,578		1,026			2,931			5,673			31,208			(40	)		31,168
Other operating expenses		10,949		939			8,082			3,390			23,360			2,863			26,223
Insurance losses and loss adjustment expenses		—		4,692			—			—			4,692			(107	)		4,585
Total other expenses		32,527		6,657			11,013			9,063			59,260			2,716			61,976
Bargain purchase gain		—		—			—			—			—			1,469,182			1,469,182
Income (loss) before benefit from income taxes		$1,644		$4,319			$(26,868	)		$(2,841	)		$(23,746	)		$1,486,633			$1,462,887
Assets		$2,299,866		$1,056,443			$12,475,656			$3,181,194			$19,013,159			$(752,209	)		$18,260,950

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

24.  Segment Information (continued)

	Consumer			Insurance			Real Estate			Other			Total Historical Accounting Basis			FCFI Push-down Accounting Adjustments			Consolidated Total
	(dollars in thousands)
Successor Company At or for the Eleven Months Ended November 30, 2010
Interest income:
Finance charges		$504,286			$—			$969,108			$194,908			$1,668,302			$—			$1,668,302
Finance receivables held for sale originated as held for investment		8,947			—			11,471			—			20,418			—			20,418
Total interest income		513,233			—			980,579			194,908			1,688,720			—			1,688,720
Interest expense		131,084			—			797,335			68,050			996,469			—			996,469
Net interest income		382,149			—			183,244			126,858			692,251			—			692,251
Provision for finance receivable losses		111,512			—			281,267			51,570			444,349			—			444,349
Net interest income after provision for finance receivable losses		270,637			—			(98,023	)		75,288			247,902			—			247,902
Other revenues:
Insurance		—			113,502			—			102			113,604			—			113,604
Investment		—			37,787			—			2			37,789			—			37,789
Intersegment—insurance commissions		26,796			(34,842	)		4,582			3,464			—			—			—
Other		5,851			3,501			41,559			22,118			73,029			—			73,029
Total other revenues		32,647			119,948			46,141			25,686			224,422			—			224,422
Other expenses:
Operating expenses:
Salaries and benefits		271,517			12,277			48,273			58,188			390,255			—			390,255
Other operating expenses		140,508			11,416			103,958			47,339			303,221			—			303,221
Insurance losses and loss adjustment expenses		—			43,576			—			—			43,576			—			43,576
Total other expenses		412,025			67,269			152,231			105,527			737,052			—			737,052
Income (loss) before benefit from income taxes		$(108,741	)		$52,679			$(204,113	)		$(4,553	)		$(264,728	)		$—			$(264,728	)
Assets		N/A	*		N/A	*		N/A	*		N/A	*		N/A	*		N/A	*		N/A	*

* Not applicable. The Balance Sheets are presented at December 31, 2012 and 2011; therefore, balance sheet information at November 30, 2010 is not applicable.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

25.  Fair Value Measurements

The fair value of a financial instrument is the amount that would be received if an asset were to be sold or the amount that would be paid to transfer a liability in an orderly transaction between market participants at the measurement date. The degree of judgment used in measuring the fair value of financial instruments generally correlates with the level of pricing observability. Financial instruments with quoted prices in active markets generally have more pricing observability and less judgment is used in measuring fair value. Conversely, financial instruments traded in other-than-active markets or that do not have quoted prices have less observability and are measured at fair value using valuation models or other pricing techniques that require more judgment. An other-than-active market is one in which there are few transactions, the prices are not current, price quotations vary substantially either over time or among market makers, or little information is released publicly for the asset or liability being valued. Pricing observability is affected by a number of factors, including the type of financial instrument, whether the financial instrument is listed on an exchange or traded over-the-counter or is new to the market and not yet established, the characteristics specific to the transaction, and general market conditions.

Management is responsible for the determination of the value of the financial assets and financial liabilities and the supporting methodologies and assumptions. Third-party valuation service providers are employed to gather, analyze, and interpret market information and derive fair values based upon relevant methodologies and assumptions for individual instruments. When the valuation service providers are unable to obtain sufficient market observable information upon which to estimate the fair value for a particular security, fair value is determined either by requesting brokers who are knowledgeable about these securities to provide a quote, which is generally non-binding, or by employing widely accepted internal valuation models.

Valuation service providers typically obtain data about market transactions and other key valuation model inputs from multiple sources and, through the use of widely accepted internal valuation models, provide a single fair value measurement for individual securities for which a fair value has been requested. The inputs used by the valuation service providers include, but are not limited to, market prices from recently completed transactions and transactions of comparable securities, interest rate yield curves, credit spreads, currency rates, and other market-observable information as of the measurement date as well as the specific attributes of the security being valued, including its term, interest rate, credit rating, industry sector, and other issue or issuer-specific information. When market transactions or other market observable data is limited, the extent to which judgment is applied in determining fair value is greatly increased. We assess the reasonableness of individual security values received from valuation service providers through various analytical techniques. We conduct price reviews for all assets. Assets that fall outside a price change tolerance are sent to our third-party valuation provider for further review. In addition, we may validate the reasonableness of fair values by comparing information obtained from the valuation service providers to other third-party valuation sources for selected securities.

FAIR VALUE HIERARCHY

We measure and classify assets and liabilities in the consolidated balance sheets in a hierarchy for disclosure purposes consisting of three “Levels” based on the observability of inputs available in the market place used to measure the fair values. In general, we determine the fair value measurements classified as Level 1 based on inputs utilizing quoted prices in active markets for identical assets or liabilities that we have the ability to access. We generally obtain market price data from exchange or dealer markets. We do not adjust the quoted price for such instruments.

We determine the fair value measurements classified as Level 2 based on inputs utilizing other than quoted prices included in Level 1 that are observable for the asset or liability, either directly or indirectly. Level 2 inputs include quoted prices for similar assets and liabilities in active markets, and inputs other than quoted prices that are observable for the asset or liability, such as interest rates and yield curves that are observable at commonly quoted intervals.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

25.  Fair Value Measurements (continued)

Level 3 inputs are unobservable inputs for the asset or liability, and include situations where there is little, if any, market activity for the asset or liability.

In certain cases, the inputs we use to measure the fair value of an asset may fall into different levels of the fair value hierarchy. In such cases, we determine the level in the fair value hierarchy within which the fair value measurement in its entirety falls based on the lowest level input that is significant to the fair value measurement in its entirety. Our assessment of the significance of a particular input to the fair value measurement in its entirety requires judgment and considers factors specific to the asset or liability.

The following table summarizes the fair values and carrying values of our financial instruments and indicates the fair value hierarchy based on the level of inputs we utilized to determine such fair values:

	Fair Value Measurements Using						Total Fair Value		Total Carrying Value
	Level 1		Level 2		Level 3
	(dollars in thousands)
Successor Company December 31, 2012
Assets
Cash and cash equivalents		$1,554,348		$—		$—		$1,554,348		$1,554,348
Investment securities		255		855,307		33,015		888,577		888,577
Net finance receivables, less allowance for finance receivable losses		—		—		11,727,877		11,727,877		11,633,366
Restricted cash		157,844		—		—		157,844		157,844
Other assets:
Commercial mortgage loans		—		—		99,933		99,933		110,398
Cross currency interest rate derivative		—		26,699		—		26,699		26,699
Escrow advance receivable		—		—		18,520		18,520		18,520
Liabilities
Long-term debt		$—		$13,067,253		$—		$13,067,253		$12,596,577

The following table summarizes the fair values and carrying values of our financial instruments:

	Total Fair Value		Total Carrying Value
	(dollars in thousands)
Successor Company December 31, 2011
Assets
Cash and cash equivalents		$689,586		$689,586
Investment securities		1,045,474		1,045,474
Net finance receivables, less allowance for finance receivable losses		12,978,670		13,098,754
Restricted cash		66,301		66,301
Other assets:
Commercial mortgage loans		100,640		121,287
Cross currency interest rate derivatives		79,427		79,427
Escrow advance receivable		14,891		14,891
Liabilities
Long-term debt		$11,903,815		$13,070,393

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

25.  Fair Value Measurements (continued)

FAIR VALUE MEASUREMENTS—RECURRING BASIS

The following table presents information about our assets and liabilities measured at fair value on a recurring basis and indicates the fair value hierarchy based on the levels of inputs we utilized to determine such fair value:

	Fair Value Measurements Using						Total Carried At Fair Value
	Level 1		Level 2		Level 3
	(dollars in thousands)
Successor Company December 31, 2012
Assets
Cash and cash equivalents in mutual funds		$696,553		$—		$—		$696,553
Investment securities:
Bonds:
U.S. government and government sponsored entities		—		53,205		—		53,205
Obligations of states, municipalities, and political subdivisions		—		155,470		—		155,470
Corporate debt		—		361,579		13,417		374,996
RMBS		—		191,719		74		191,793
CMBS		—		39,779		1,767		41,546
CDO/ABS		—		53,555		15,026		68,581
Total		—		855,307		30,284		885,591
Other long-term investments(a)		—		—		1,380		1,380
Common stocks(b)		255		—		—		255
Total investment securities		255		855,307		31,664		887,226
Restricted cash in mutual funds		97,554		—		—		97,554
Other assets—cross currency interest rate derivative		—		26,699		—		26,699
Total		$794,362		$882,006		$31,664		$1,708,032
Successor Company December 31, 2011
Assets
Cash and cash equivalents in mutual funds		$397,021		$—		$—		$397,021
Investment securities:
Bonds:
U.S. government and government sponsored entities		—		70,437		—		70,437
Obligations of states, municipalities, and political subdivisions		—		208,837		—		208,837
Corporate debt		—		456,774		2,800		459,574
RMBS		—		158,352		1,914		160,266
CMBS		—		30,527		7,944		38,471
CDO/ABS		—		87,824		8,916		96,740
Total		—		1,012,751		21,574		1,034,325
Preferred stocks		—		4,796		—		4,796
Other long-term investments(a)		—		—		4,127		4,127
Common stocks(b)		96		—		3		99
Total investment securities		96		1,017,547		25,704		1,043,347
Restricted cash in mutual funds		47,084		—		—		47,084
Other assets—cross currency interest rate derivatives		—		79,427		—		79,427
Total		$444,201		$1,096,974		$25,704		$1,566,879

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

25.  Fair Value Measurements (continued)

(a) Other long-term investments excludes our interest in a limited partnership of $0.6 million at December 31, 2012 and $1.4 million at December 31, 2011 that we account for using the equity method.

(b) Common stocks excludes stocks not carried at fair value of $0.7 million at December 31, 2012 and 2011.

We had no transfers between Level 1 and Level 2 during 2012.

The following table presents changes during 2012 in Level 3 assets and liabilities measured at fair value on a recurring basis:

			Net gains (losses) included in:
	Balance at beginning of period		Other revenues			Other comprehensive income (loss)			Purchases, sales, issues, settlements(a)			Transfers into Level 3		Transfers out of Level 3			Balance at end of period
	(dollars in thousands)
Successor Company Year Ended December 31, 2012
Investment securities:
Bonds:
Corporate debt		$2,800		$(66	)		$206			$(3,656	)		$14,133		$—			$13,417
RMBS		1,914		(199	)		(158	)		(179	)		—		(1,304	)		74
CMBS		7,944		(46	)		350			(936	)		1,614		(7,159	)		1,767
CDO/ABS		8,916		395			1,059			(1,238	)		6,803		(909	)		15,026
Total		21,574		84			1,457			(6,009	)		22,550		(9,372	)		30,284
Other long-term investments(b)		4,127		(2,897	)		1,447			(1,297	)		—		—			1,380
Common stocks		3		(5	)		2			—			—		—			—
Total investment securities		$25,704		$(2,818	)		$2,906			$(7,306	)		$22,550		$(9,372	)		$31,664

(a) “Purchases, sales, issues, and settlements” column only consist of settlements. There were no purchases, sales, or issues of investment securities during 2012.

(b) Other long-term investments excludes our interest in a limited partnership of $0.6 million at December 31, 2012 that we account for using the equity method.

During 2012, we transferred $22.6 million of assets into Level 3, consisting of certain private placement corporate debt, CDO/ABS, and CMBS. During 2012, we transferred $9.4 million of assets out of Level 3, consisting of certain CMBS, RMBS, and CDO/ABS. Transfers into Level 3 and transfers out of Level 3 for the investment securities in 2012 were primarily the result of obtaining additional information regarding inputs used to price our investment portfolio.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

25.  Fair Value Measurements (continued)

The following table presents changes during 2011 in Level 3 assets and liabilities measured at fair value on a recurring basis:

			Net gains (losses) included in:
	Balance at beginning of period		Other revenues			Other comprehensive income (loss)			Purchases, sales, issues, settlements(a)			Transfers into Level 3		Transfers out of Level 3		Balance at end of period
	(dollars in thousands)
Successor Company Year Ended December 31, 2011
Investment securities:
Bonds:
Corporate debt		$3,110		$(40	)		$(170	)		$(100	)		$—		$—		$2,800
RMBS		1,623		(554	)		1,046			(201	)		—		—		1,914
CMBS(b)		9,627		(305	)		(404	)		(974	)		—		—		7,944
CDO/ABS(b)		9,477		137			(219	)		(479	)		—		—		8,916
Total		23,837		(762	)		253			(1,754	)		—		—		21,574
Other long-term investments(c)		6,432		—			(1,249	)		(1,056	)		—		—		4,127
Common stocks		5		—			(2	)		—			—		—		3
Total investment securities		30,274		(762	)		(998	)		(2,810	)		—		—		25,704
Derivatives:
Equity-indexed		1,720		3			—			(1,723	)		—		—		—
Interest rate		1,148		—			—			(1,148	)		—		—		—
Total derivatives		2,868		3			—			(2,871	)		—		—		—
Total assets		$33,142		$(759	)		$(998	)		$(5,681	)		$—		$—		$25,704

(a) The detail of purchases, sales, issuances, and settlements during 2011 is presented in the table below.

(b) Other long-term investments excludes our interest in a limited partnership of $1.4 million at December 31, 2011 that we account for using the equity method.

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SPRINGLEAF FINANCE, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

25.  Fair Value Measurements (continued)

The following table presents the detail of purchases, sales, issues, and settlements of Level 3 assets and liabilities measured at fair value on a recurring basis during 2011:

	Purchases		Sales			Issues		Settlements			Total
	(dollars in thousands)
Successor Company
Year Ended December 31, 2011
Investment securities:
Bonds:
Corporate debt		$—		$—			$—		$(100	)		$(100	)
RMBS		—		—			—		(201	)		(201	)
CMBS		—		—			—		(974	)		(974	)
CDO/ABS		—		—			—		(479	)		(479	)
Total		—		—			—		(1,754	)		(1,754	)
Other long-term investments		2,851		(2,297	)		—		(1,610	)		(1,056	)
Total investment securities		2,851		(2,297	)		—		(3,364	)		(2,810	)
Derivatives:
Equity-indexed		—		—			—		(1,723	)		(1,723	)
Interest rate		—		—			—		(1,148	)		(1,148	)
Total derivatives		—		—			—		(2,871	)		(2,871	)
Total assets		$2,851		$(2,297	)		$—		$(6,235	)		$(5,681	)

There were no unrealized gains or losses recognized in earnings on instruments held at December 31, 2012 or 2011.

We used observable and/or unobservable inputs to determine the fair value of positions that we have classified within the Level 3 category. As a result, the unrealized gains and losses for assets and liabilities within the Level 3 category presented in the Level 3 tables above may include changes in fair value that were attributable to both observable (e.g., changes in market interest rates) and unobservable (e.g., changes in unobservable long-dated volatilities) inputs.

The unobservable inputs and quantitative data used in our Level 3 valuations for our investment securities were developed and used in models created by our third-party valuation service providers, which values were used by us for fair value disclosure purposes without adjustment. We applied the third party exception which allows us to omit certain quantitative disclosures about unobservable inputs for other long-term investments. As a result, the weighted average ranges of the inputs for these investment securities are not applicable in the following table.

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SPRINGLEAF FINANCE, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

25.  Fair Value Measurements (continued)

Quantitative information about Level 3 inputs for our assets measured at fair value on a recurring basis for which information about the unobservable inputs is reasonably available to us is as follows:

	Valuation Technique(s)	Unobservable Input	Range (Weighted Average)
Corporate debt	Discounted cash flows	Yield	2.74%—7.35% (4.45%)
Other long-term investments	Discounted cash flows and indicative valuations	Historical costs Nature of investment Local market conditions Comparables Operating performance Recent financing activity	N/A*

* Not applicable.

The fair values of the assets using significant unobservable inputs are sensitive and can be impacted by significant increases or decreases in any of those inputs. Level 3 broker-priced instruments (RMBS, CMBS, and CDO/ABS) are excluded from the table above because the unobservable inputs are not reasonably available to us.

Our RMBS, CMBS, and CDO/ABS securities have unobservable inputs that are reliant on and sensitive to the quality of their underlying collateral. The inputs, although not identical, have similar characteristics and interrelationships. Generally a change in the assumption used for the probability of default is accompanied by a directionally similar change in the assumption used for the loss severity and a directionally opposite change in the assumption used for prepayment speeds. An improvement in the workout criteria related to the restructured debt and/or debt covenants of the underlying collateral may lead to an improvement in the cash flows and have an inverse impact on other inputs, specifically a reduction in the amount of discount applied for marketability and liquidity, making the structured bonds more attractive to market participants.

FAIR VALUE MEASUREMENTS—NON-RECURRING BASIS

We measure the fair value of certain assets on a non-recurring basis when events or changes in circumstances indicate that the carrying amount of the asset may not be recoverable.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

25.  Fair Value Measurements (continued)

Assets measured at fair value on a non-recurring basis on which we recorded impairment charges were as follows:

	Fair Value Measurements Using								Impairment Charges
	Level 1		Level 2		Level 3		Total
	(dollars in thousands)
Successor Company
At or for the Year Ended December 31, 2012
Assets
Real estate owned		$—		$—		$98,903		$98,903		$50,497
Commercial mortgage loans		—		—		19,037		19,037		2,424
Other intangible assets		—		—		—		—		4,580
Finance receivables held for sale		—		—		—		—		1,371
Total		$—		$—		$117,940		$117,940		$58,872
Successor Company
At or for the Year Ended December 31, 2011
Assets
Real estate owned		$—		$—		$152,702		$152,702		$41,339
Commercial mortgage loans		—		—		11,539		11,539		2,580
Other intangible assets		—		—		2,595		2,595		12,797
Total		$—		$—		$166,836		$166,836		$56,716

In accordance with the authoritative guidance for the accounting for the impairment of finance receivables held for sale, we wrote down certain finance receivables held for sale reported in our Real Estate business segment to their fair value during 2012 and recorded the writedowns in other revenues.

In accordance with the authoritative guidance for the accounting for the impairment of long-lived assets, we wrote down certain real estate owned reported in our Real Estate business segment to their fair value during 2012 and 2011 and recorded the writedowns in other revenues. The fair values disclosed in the tables above are unadjusted for transaction costs as required by the authoritative guidance for fair value measurements. The amounts recorded on the balance sheet are net of transaction costs as required by the authoritative guidance for accounting for the impairment of long-lived assets.

In accordance with the authoritative guidance for the accounting for the impairment of commercial mortgage loans, we recorded allowance adjustments on certain impaired commercial mortgage loans to record their fair value during 2012 and 2011 and recorded the net impairments in investment revenues.

In accordance with the authoritative guidance for the accounting for the impairment of other intangible assets, we wrote off the following intangible assets and recognized the related impairment charges in operating expenses:

— Customer lists $0.6 million writedown during the fourth quarter of 2011 as a result of accelerated liquidations of our branch network loan portfolio and subsequent $4.6 million write off during the third quarter of 2012 as a result of the sale of our United Kingdom subsidiary’s finance receivables and mortgage brokerage business in August 2012;

— Trade names $11.2 million write off during the fourth quarter of 2011 related to the cessation of new loan originations in our United Kingdom operations effective January 1, 2012;

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

25.  Fair Value Measurements (continued)

— customer relationships $1.0 million write off during the fourth quarter of 2011 related to the cessation of new loan originations in our United Kingdom operations effective January 1, 2012; and

— loan origination/processing intellectual property $25,000 write off during the fourth quarter of 2012 because there were no estimated future cash flows related to the loan processing documentation acquired from iLoan, LLC.

The unobservable inputs and quantitative data used in our Level 3 valuations for our real estate owned, commercial mortgage loans and finance receivables held for sale were developed and used in models created by our third-party valuation service providers or valuations provided by external parties, which values were used by us for fair value disclosure purposes without adjustment. We applied the third party exception which allows us to omit certain quantitative disclosures about unobservable inputs. As a result, the weighted average ranges of the inputs are not applicable in the following table.

Quantitative information about Level 3 inputs for our assets measured at fair value on a non-recurring basis is as follows:

	Valuation Technique(s)	Unobservable Input	Range (Weighted Average)
Finance receivables held for sale	Market approach	Negotiated prices with prospective purchasers	N/A*
Real estate owned	Market approach	Third party valuation	N/A*
Commercial mortgage loans	Market approach	Local market conditions Nature of investment Comparable property sales Operating performance	N/A*
Other intangible assets	Discounted cash flows	N/A*	N/A*

* Not applicable.

FAIR VALUE MEASUREMENTS—VALUATION METHODOLOGIES AND ASSUMPTIONS

We used the following methods and assumptions to estimate fair value.

Cash and Cash Equivalents

The carrying amount reported in our consolidated balance sheets approximates fair value.

Investment Securities

We utilized third-party valuation service providers to measure the fair value of our investment securities (which consist primarily of bonds). Whenever available, we obtained quoted prices in active markets for identical assets at the balance sheet date to measure investment securities at fair value. We generally obtained market price data from exchange or dealer markets.

We estimated the fair value of fixed maturity investment securities not traded in active markets by referring to traded securities with similar attributes, using dealer quotations and a matrix pricing methodology, or discounted cash flow analyses. This methodology considers such factors as the issuer’s industry, the security’s rating and tenor, its coupon rate, its position in the capital structure of the issuer, yield curves, credit curves, prepayment rates and other relevant factors. For fixed maturity investment securities that are not traded in active markets or that are subject to transfer restrictions, we adjusted the valuations to reflect illiquidity and/or non-transferability. Such adjustments are generally based on available market evidence. In the absence of such evidence, management’s best estimate is used.

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SPRINGLEAF FINANCE, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

25.  Fair Value Measurements (continued)

Finance Receivables

The fair value of net finance receivables, less allowance for finance receivable losses, both non-impaired and purchased credit impaired, were determined using discounted cash flow methodologies. The application of these methodologies required us to make certain judgments and estimates based on our perception of market participant views related to the economic and competitive environment, the characteristics of our finance receivables, and other similar factors. The most significant judgments and estimates made relate to prepayment speeds, default rates, loss severity, and discount rates. The degree of judgment and estimation applied was significant in light of the current capital markets and, more broadly, economic environments. Therefore, the fair value of our finance receivables could not be determined with precision and may not be realized in an actual sale. Additionally, there may be inherent weaknesses in the valuation methodologies we employed, and changes in the underlying assumptions used could significantly affect the results of current or future values.

Finance Receivables Held for Sale

We determined the fair value of finance receivables held for sale that were originated as held for investment based on negotiations with prospective purchasers (if any) or by using projected cash flows discounted at the weighted-average interest rates offered by us in the market for similar finance receivables. We based cash flows on contractual payment terms adjusted for estimates of prepayments and credit related losses.

Restricted Cash

The carrying amount reported in our condensed consolidated balance sheets approximates fair value.

Commercial Mortgage Loans

We utilized third-party valuation service providers to estimate the fair value of commercial mortgage loans using projected cash flows discounted at an appropriate rate based upon market conditions.

Real Estate Owned

We initially based our estimate of the fair value on independent third-party valuations at the time we took title to real estate owned. Subsequent changes in fair value are based upon independent third-party valuations obtained periodically to estimate a price that would be received in a then current transaction to sell the asset.

Other Intangible Assets

Each of our net intangible assets was determined to have a finite useful life with the exception of the insurance licenses. For those net intangible assets with a finite useful life, we review such intangibles for impairment quarterly and whenever events or changes in circumstances indicate that their carrying amounts may not be recoverable. Impairment is indicated if the sum of undiscounted estimated future cash flows is less than the carrying value of the respective asset. Impairment is permanently recognized by writing down the asset to the extent that the carrying value exceeds the estimated fair value. For the insurance licenses, we first complete a qualitative assessment of the licenses to determine whether it is necessary to perform a quantitative impairment test. If the qualitative assessment indicates that the licenses are more likely than not to have been impaired, we proceed with the fair value calculation of the licenses. The fair value of the licenses is determined in accordance with our fair value measurement policy. If the fair value of the licenses is less than the carrying value, an impairment loss will be recognized in an amount equal to the difference and the indefinite life classification of these licenses will be evaluated to determine whether such classification remains appropriate. Prior to our

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SPRINGLEAF FINANCE, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

25.  Fair Value Measurements (continued)

adoption of a new accounting standard for the impairment testing of indefinite-lived intangible assets effective December 31, 2012, we did not perform a qualitative assessment of our licenses before calculating the fair value.

Derivatives

Our derivatives are not traded on an exchange. The valuation model used by our third-party valuation service provider to calculate fair value of our derivative instruments includes a variety of observable inputs, including contractual terms, interest rate curves, foreign exchange rates, yield curves, credit curves, measure of volatility, and correlations of such inputs. Valuation adjustments may be made in the determination of fair value. These adjustments include amounts to reflect counterparty credit quality and liquidity risk, as well as credit and market valuation adjustments. The credit valuation adjustment adjusts the valuation of derivatives to account for nonperformance risk of our counterparty with respect to all net derivative assets positions. The credit valuation adjustment also accounts for our own credit risk in the fair value measurement of all net derivative liabilities’ positions, when appropriate. The market valuation adjustment adjusts the valuation of derivatives to reflect the fact that we are an “end-user” of derivative products. As such, the valuation is adjusted to take into account the bid-offer spread (the liquidity risk), as we are not a dealer of derivative products.

Escrow Advance Receivable

The carrying amount reported in our condensed consolidated balance sheets approximates fair value.

Long-term Debt

Where market-observable prices are not available, we estimated the fair values of long-term debt using projected cash flows discounted at each balance sheet date’s market-observable implicit-credit spread rates for our long-term debt and adjusted for foreign currency translations.

26.  Subsequent Events (Unaudited)

ACQUISITION OF ASSETS BY SPRINGCASTLE

On March 5, 2013, SpringCastle Acquisition LLC (“SCA”), a newly formed joint venture in which one of our indirect wholly owned subsidiaries, Springleaf Acquisition Corporation (“SAC”), and NRZ Consumer LLC, previously an indirect subsidiary of Newcastle Investment Corp. (“Newcastle”), each held a 50% equity interest (the “Joint Venture”), entered into a definitive agreement to purchase a portfolio of loans from HSBC Finance Corporation and certain of its affiliates (collectively, “HSBC”). On April 1, 2013, BTO Willow Holdings, L.P. (“Blackstone”), an affiliate of Blackstone Tactical Opportunities Advisors L.L.C., acquired a 23% equity interest in SCA, which reduced our equity interests and the equity interests of Newcastle to 47% and 30%, respectively.

The loan portfolio acquisition was completed on April 1, 2013 for an approximate purchase price of $3.0 billion (subject to final validation by the parties), at which time the portfolio consisted of over 415,000 loans with an unpaid principal balance of $3.9 billion. The portfolio included both unsecured loans and loans secured with subordinate residential real estate mortgages (which we service as unsecured loans due to the fact that the liens are subordinated to superior ranking security interests). The $3.0 billion purchase was funded with $2.2 billion of debt, and the remainder was funded with equity contributed from each of the joint venture members, including $388.5 million of equity from SFI.

Immediately prior to the completion of the loan portfolio acquisition, SCA assigned its right to purchase the portfolio to SpringCastle America, LLC (“SC America”), SpringCastle Credit, LLC (“SC Credit”), and SpringCastle Finance, LLC (“SC Finance”) (each, a “Seller LLC” and collectively, the “Seller LLCs”), which, in turn, immediately sold their respective portion of the portfolio to SpringCastle America Funding, LLC (“SC

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SPRINGLEAF FINANCE, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

26.  Subsequent Events (Unaudited) (continued)

America Funding”), SpringCastle Credit Funding, LLC (“SC Credit Funding”), and SpringCastle Finance Funding, LLC (“SC Finance Funding”) (each, a “Co-issuer LLC” and collectively, the “Co-issuer LLCs”) and a loan trustee in connection with the securitization of the loan portfolio on April 1, 2013.

As of April 1, 2013, SpringCastle Holdings, LLC, a wholly owned subsidiary of SAC, certain affiliates of Newcastle (the “Newcastle Affiliates”) and Blackstone held a 47%, 30% and 23% equity interest in each Seller LLC, respectively. On May 15, 2013, Newcastle distributed to its stockholders its investment in the Newcastle Affiliates, which still retain their equity interest in the Seller LLCs. SC America holds a 100% equity interest in SC America Funding, SC Credit holds a 100% equity interest in SC Credit Funding and SC Finance holds a 100% equity interest in SC Finance Funding.

On April 1, 2013, SFI entered into a servicing agreement with the Co-issuer LLCs and the loan trustee whereby SFI agreed to service the loans in the loan portfolio effective on the servicing transfer date, which we anticipate will be in the third quarter of 2013. Prior to the servicing transfer date, HSBC will continue to service the loan portfolio and perform collection services pursuant to an interim servicing agreement.

We have determined that our servicing agreement provides us with the power to direct the activities of Seller LLCs and Co-issuer LLCs that most significantly impact their economic performance. As such, we consider the Seller LLCs and Co-issuer LLCs to be VIEs because the equity investment in each lacks the characteristics of a controlling financial interest. Our decision-making rights as servicer, coupled with our significant indirect equity interest in the Seller LLCs and Co-issuer LLCs, provide us with a controlling financial interest in each, and thus the Seller LLCs and Co-issuer LLCs are included in our condensed consolidated financial statements. The equity (membership) interests in the Seller LLCs held by the Newcastle Affiliates and Blackstone, which represent an indirect residual interest in the loans owned by the Co-issuers, are reported as non-controlling interests in our financial statements.

PURCHASE OF SERVICING FACILITY

On March 5, 2013, one of our subsidiaries signed an agreement to acquire a servicing facility located in London, Kentucky from Renaissance Bankcard Services of Kentucky, Inc. (“Renaissance”), a subsidiary of HSBC. The price of the servicing facility is expected to be $2.5 million, subject to adjustments based on the number of employees of Renaissance we hire, which has not yet been determined. The purchase of this facility is expected to be in the third quarter of 2013.

2013 SECURITIZATIONS

2013-A Securitization. On February 19, 2013, we completed a private securitization transaction in which an indirect wholly owned special purpose vehicle sold $567.9 million of notes backed by personal loans held by Springleaf Funding Trust 2013-A (the “2013-A Trust”), at a 2.83% weighted average yield. We sold the asset-backed notes for $567.5 million, after the price discount but before expenses and a $6.6 million interest reserve requirement. We initially retained $36.4 million of the 2013-A Trust’s subordinate asset-backed notes.

SpringCastle Securitization. In connection with our acquisition of an unsecured lien portfolio from HSBC, on April 1, 2013, the Co-issuer LLCs sold, in a private securitization transaction, $2.2 billion of Class A Notes backed by the jointly acquired loans. The Class A Notes were acquired by initial purchasers for $2.2 billion, after the price discount but before expenses and a $10.0 million advance reserve requirement. The initial purchasers sold the Class A Notes to secondary investors at a 3.75% weighted average yield. The Co-issuer LLCs retained subordinate Class B Notes with a principal balance of $372.0 million.

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SPRINGLEAF FINANCE, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

26.  Subsequent Events (Unaudited) (continued)

2013-1 Securitization. On April 10, 2013, we completed a private securitization transaction in which an indirect wholly owned special purpose vehicle sold $782.5 million of notes backed by real estate loans held by Springleaf Mortgage Loan Trust 2013-1 (the “2013-1 Trust”), at a 2.85% weighted average yield. We sold the mortgage-backed notes for $782.4 million, after the price discount but before expenses. We initially retained $236.8 million of the 2013-1 Trust’s subordinate mortgage-backed notes.

2013-B Securitization. On June 19, 2013, we completed a private securitization transaction in which an indirect wholly owned special purpose vehicle sold $256.2 million of notes backed by personal loans held by Springleaf Funding Trust 2013-B (the “2013-B Trust”), at a 4.11% weighted average yield. We sold the asset-backed notes for $255.4 million, after the price discount but before expenses and a $4.4 million interest reserve requirement. We initially retained $114.0 million of the 2013-B Trust’s senior asset-backed notes and $29.8 million of the 2013-B Trust’s subordinate asset-backed notes.

2013-2 Securitization. On July 9, 2013, we completed a private securitization transaction in which an indirect wholly owned special purpose vehicle sold $599.4 million of notes backed by real estate loans held by the Springleaf Mortgage Loan Trust 2013-2 (the “2013-2 Trust”), at a 2.88% weighted average yield. We sold the mortgage-backed notes for $590.9 million, after the price discount but before expenses. We initially retained $535.1 million of the 2013-2 Trust’s subordinate mortgage-backed notes.

SECURED TERM LOAN REPAYMENTS

Immediately prior to the 2013-1 securitization transaction discussed above, the real estate loans to be securitized comprised a portion of the finance receivables pledged as collateral to support the outstanding principal amount under our secured term loan. Upon completion of the securitization transaction, these real estate loans were released from the collateral pledged to support our secured term loan and the Subsidiary Guarantors elected not to pledge new finance receivables as collateral to replace the real estate loans sold in the securitization transaction. The voluntary reduction of the collateral pledged required SFFC to make a mandatory prepayment of a portion of the outstanding principal (plus accrued interest). As a result, SFFC made a mandatory prepayment on April 11, 2013, without penalty or premium, of $714.9 million of outstanding principal (plus accrued interest).

On each of May 15, 2013 and May 30, 2013, SFFC made additional prepayments, without penalty or premium of $500.0 million of outstanding principal (plus accrued interest) on the secured term loan. On July 29, 2013, SFFC made a prepayment, without penalty or premium of $235.1 million of outstanding principal (plus accrued interest) on the secured term loan. Following the July 29, 2013 prepayment, the outstanding principal amount of the secured term loan totaled $1.8 billion.

SFC’S OFFERING OF SENIOR NOTES

On May 29, 2013, SFC issued $300 million aggregate principal amount of 6.00% Senior Notes due 2020 in a Rule 144A offering.

SALES OF PREVIOUSLY RETAINED NOTES

Subsequent to June 30, 2013, we sold $54.0 million of the previously retained mortgage-backed notes from our 2013-2 securitization and subsequently recorded $51.3 million of additional debt in July 2013. On August 15, 2013, we entered into an agreement to sell $114.0 million of the previously retained asset-backed notes from our 2013-B securitization. This transaction is expected to close prior to August 20, 2013.

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SPRINGLEAF FINANCE, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

26.  Subsequent Events (Unaudited) (continued)

TERMINATION OF DERIVATIVE FINANCIAL INSTRUMENT

On August 5, 2013, we terminated our remaining cross currency interest rate swap agreement with AIGFP, a subsidiary of AIG, and recorded a loss of $1.9 million in other revenues. The notional amount of this swap agreement totaled $416.6 million at August 5, 2013. Immediately following this termination, we had no derivative financial instruments.

As a result of this termination, AIGFP returned the cash collateral of $40.0 million to SFI, which was used as security for SFC’s remaining Euro swap position with AIGFP as discussed in Note 11.

F-144

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Member of Springleaf Holdings, LLC

In our opinion, the accompanying balance sheet presents fairly, in all material respects, the financial position of Springleaf Holdings, LLC at August 9, 2013 in conformity with accounting principles generally accepted in the United States of America. The balance sheet is the responsibility of the Company’s management. Our responsibility is to express an opinion on the balance sheet based on our audit. We conducted our audit of this statement in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the balance sheet is free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the balance sheet, assessing the accounting principles used and significant estimates made by management, and evaluating the overall balance sheet presentation. We believe that our audit of the balance sheet provides a reasonable basis for our opinion.

/s/ PricewaterhouseCoopers LLP

Chicago, Illinois

August 15, 2013

F-145

SPRINGLEAF HOLDINGS, LLC

Balance Sheet

	August 9, 2013
Assets
Cash and cash equivalents		$1,000
Total assets		$1,000
Member’s Equity
Total member’s equity		$1,000

See Notes to Balance Sheet.

F-146

SPRINGLEAF HOLDINGS, LLC

Notes to Balance Sheet

August 9, 2013

1.  Organization and Purpose

Springleaf Holdings, LLC (“Holdings”) was incorporated on August 5, 2013 and is a subsidiary of AGF Holding Inc. In connection with its formation, Holdings issued 100 common interests to AGF Holding Inc., its sole member.

Holdings was formed solely to acquire, through a series of restructuring transactions, all of the common stock of Springleaf Finance, Inc., an Indiana corporation (“SFI”). Holdings has not engaged in any activities from the date of inception of August 5, 2013 to August 9, 2013 other than those incidental to its formation including the issuance of common interests in the amount of $1,000. Any expenses incurred to date in the formation of Holdings have been paid by SFI on Holdings behalf.

2.  Summary of Significant Accounting Policies

Basis of Presentation

The balance sheet and accompanying notes are prepared in accordance with accounting principles generally accepted in the United States.

Cash and Cash Equivalents

We consider short-term investments having maturity dates within three months of their date of acquisition to be cash equivalents.

3.  Subsequent Events

Management has evaluated all subsequent events through August 15, 2013, which is the date the balance sheet was issued.

F-147

Through and including             , 2013 (the 25^th day after the date of this prospectus), all dealers effecting transactions in these securities, whether or not participating in this offering, may be required to deliver a prospectus. This is in addition to each dealer’s obligation to deliver a prospectus when acting as underwriter, and with respect to its unsold allotments or subscriptions.

                    Shares

Springleaf Holdings, Inc.

Common Stock

BofA Merrill Lynch

Barclays

Citigroup

Credit Suisse

PRELIMINARY PROSPECTUS

BofA Merrill Lynch

            , 2013

PART II

INFORMATION NOT REQUIRED IN PROSPECTUS

Item 13.    Other Expenses of Issuance and Distribution.

The following table sets forth the estimated fees and expenses (except for the SEC registration fee) paid or payable by the registrants in connection with the distribution of the Common stock:

SEC registration fee	$	6,820
FINRA filing fee		8,000
Printing and engraving costs		*
Legal fees and expenses		*
Accountants’ fees and expenses		*
Transfer agent fees		*
Miscellaneous		*
Total		$*

* To be furnished by amendment

Item 14.     Indemnification of Directors and Officers.

Section 102 of the DGCL, allows a corporation to eliminate the personal liability of directors to a corporation or its stockholders for monetary damages for a breach of a fiduciary duty as a director, except where the director breached his duty of loyalty, failed to act in good faith, engaged in intentional misconduct, or knowingly violated a law, authorized the payment of a dividend or approved a stock repurchase or redemption in violation of Delaware corporate law or obtained an improper personal benefit.

Section 145 of the DGCL provides, among other things, that a corporation may indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding (other than an action by or in the right of the corporation) by reason of the fact that the person is or was a director, officer, employee, or agent of the corporation or is or was serving at the corporation’s request as a director, officer, employee, or agent of another corporation, partnership, joint venture, trust or other enterprise, against expenses, including attorneys’ fees, judgments, fines and amounts paid in settlement actually and reasonably incurred by the person in connection with the action, suit or proceeding. The power to indemnify applies if (i) such person is successful on the merits or otherwise in defense of any action, suit or proceeding or (ii) such person acted in good faith and in a manner he or she reasonably believed to be in or not opposed to the best interests of the corporation, and with respect to any criminal action or proceeding, had no reasonable cause to believe his conduct was unlawful. The power to indemnify applies to actions brought by or in the right of the corporation as well, but only to the extent of defense expenses (including attorneys’ fees but excluding amounts paid in settlement) actually and reasonably incurred and not to any satisfaction of judgment or settlement of the claim itself, and with the further limitation that in such actions no indemnification shall be made in the event of any adjudication of negligence or misconduct in the performance of his duties to the corporation, unless a court believes that in light of all the circumstances indemnification should apply.

Section 174 of the DGCL provides, among other things, that a director who willfully and negligently approves of an unlawful payment of dividends or an unlawful stock purchase or redemption may be held liable for such actions. A director who was either absent when the unlawful actions were approved or dissented at the time, may avoid liability by causing his or her dissent to such actions to be entered in the books containing the minutes of the meetings of the board of directors at the time the action occurred or immediately after the absent director receives notice of the unlawful acts.

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The Company’s restated certificate of incorporation states that no director shall be personally liable to us or any of our stockholders for monetary damages for breach of fiduciary duty as a director, except to the extent such exemption from liability or limitation thereof is not permitted under the DGCL as it exists or may be amended. A director is also not exempt from liability for any transaction from which he or she derived an improper personal benefit, or for violations of Section 174 of the DGCL. To the maximum extent permitted under Section 145 of the DGCL, our restated certificate of incorporation authorizes us to indemnify any and all persons whom we have the power to indemnify under the law.

Our amended and restated bylaws provide that the Company will indemnify, to the fullest extent permitted by the DGCL, each person who was or is made a party or is threatened to be made a party in any legal proceeding by reason of the fact that he or she is or was a director or officer of the Company or is or was a director or officer of the Company serving at the request of the Company as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise. However, such indemnification is permitted only if such person acted in good faith and in a manner such person reasonably believed to be in or not opposed to the best interests of the Company, and, with respect to any criminal action or proceeding, had no reasonable cause to believe such person’s conduct was unlawful. Indemnification is authorized on a case-by-case basis by (1) our board of directors by a majority vote of disinterested directors, (2) a committee of the disinterested directors, (3) independent legal counsel in a written opinion if (1) and (2) are not available, or if disinterested directors so direct, or (4) the stockholders. Indemnification of former directors or officers shall be determined by any person authorized to act on the matter on our behalf. Expenses incurred by a director or officer in defending against such legal proceedings are payable before the final disposition of the action, provided that the director or officer undertakes to repay us if it is later determined that he or she is not entitled to indemnification.

Prior to completion of this offering, the Company intends to enter into separate indemnification agreements with its directors and officers. Each indemnification agreement will provide, among other things, for indemnification to the fullest extent permitted by law and our restated certificate of incorporation and amended and restated bylaws against any and all expenses, judgments, fines, penalties and amounts paid in settlement of any claim. The indemnification agreements will provide for the advancement or payment of all expenses to the indemnitee and for reimbursement to us if it is found that such indemnitee is not entitled to such indemnification under applicable law and our restated certificate of incorporation and amended and restated bylaws.

Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers or persons controlling the Company pursuant to the foregoing provisions, the Company has been informed that, in the opinion of the SEC such indemnification is against public policy as expressed in the Securities Act and is therefore unenforceable. We maintain directors’ and officers’ liability insurance for our officers and directors.

The Company maintains standard policies of insurance under which coverage is provided (a) to its directors and officers against loss rising from claims made by reason of breach of duty or other wrongful act, and (b) to the Company with respect to payments, which may be made by the Company to such officers and directors pursuant to the above indemnification provision or otherwise as a matter of law.

Item 15.     Recent Sales of Unregistered Securities.

On             , 2013, we issued             shares to the Initial Stockholder,                  shares to Mr. Levine and              shares to Mr. Anderson. These transactions were exempt from registration pursuant to Section 4(2) of the Securities Act.

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Report of Independent Registered Public Accounting Firm

on Financial Statement Schedules

To the Board of Directors of Springleaf Finance, Inc.:

Our audits of the consolidated financial statements referred to in our report dated April 8, 2013, except for the corrections to amounts previously reported as discussed in Note 2 and the addition of Earnings Per Share information in Note 18 as to which the date is August 15, 2013, appearing in the accompanying registration statement on Form S-1 of Springleaf Holdings, LLC also included an audit of the financial statement schedules listed in Item 16(b) of this registration statement. In our opinion, these financial statement schedules present fairly, in all material respects, the information set forth therein when read in conjunction with the related consolidated financial statements.

/s/ PricewaterhouseCoopers LLP

Chicago, Illinois

August 15, 2013

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Item 16.     Exhibits and Financial Statement Schedules.

(a) Exhibits.

See the Index to Exhibits included in this Registration Statement.

(b) Financial Statement Schedules.

SPRINGLEAF FINANCE, INC.

Condensed Balance Sheets

	Successor Company
December 31,	2012		2011
	(dollars in thousands)
Assets
Cash and cash equivalents		$185,820		$202,413
Investment in subsidiaries		1,239,295		1,383,656
Investment securities		219,407		299,187
Intercompany notes receivable		31,149		—
Receivable from affiliate		12,559		12,928
Restricted cash		40,000		770
Other assets		11,415		14,300
Total assets		$1,739,645		$1,913,254
Liabilities and Shareholder’s Equity
Intercompany notes payable		$538,068		$538,068
Other liabilities		1,450		12,282
Total liabilities		539,518		550,350
Shareholder’s equity:
Common stock		1,000		1,000
Additional paid-in capital		147,454		147,456
Other equity		30,188		(25,671	)
Retained earnings		1,021,485		1,240,119
Total shareholder’s equity		1,200,127		1,362,904
Total liabilities and shareholder’s equity		$1,739,645		$1,913,254

See Notes to Condensed Financial Statements.

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SPRINGLEAF FINANCE, INC.

Condensed Statements of Operations

	Successor Company									Predecessor Company
	Year Ended December 31, 2012			Year Ended December 31, 2011			One Month Ended December 31, 2010			Eleven Months Ended November 30, 2010
	(dollars in thousands)
Interest received from affiliates		$174			$4,003			$1,513			$49
Interest expense		17,491			17,437			1,905			21,462
Net interest income		(17,317	)		(13,434	)		(392	)		(21,413	)
Other revenues:
Dividends received from subsidiaries		—			45,000			—			242,455
Investment income		4,756			1,157			2			—
Other		7,908			(384	)		1,153			9
Total other revenues		12,664			45,773			1,155			242,464
Operating expenses		653			2,098			7			14
Income (loss) before provision for (benefit from) income taxes and equity in undistributed (overdistributed) net income of subsidiaries		(5,306	)		30,241			756			221,037
Provision for (benefit from) income taxes		(1,857	)		(5,829	)		264			(11,045	)
Income (loss) before equity in undistributed (overdistributed) net income of subsidiaries		(3,449	)		36,070			492			232,082
Equity in undistributed (overdistributed) net income of subsidiaries		(215,185	)		(260,226	)		1,463,783			(246,113	)
Net income (loss)		$(218,634	)		$(224,156	)		$1,464,275			$(14,031	)

See Notes to Condensed Financial Statements.

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SPRINGLEAF FINANCE, INC.

Condensed Statements of Cash Flows

	Successor Company									Predecessor Company
	Year Ended December 31, 2012			Year Ended December 31, 2011			One Month Ended December 31, 2010			Eleven Months Ended November 30, 2010
	(dollars in thousands)
Cash flows from operating activities
Net income (loss)		$(218,634	)		$(224,156	)		$1,464,275			$(14,031	)
Reconciling adjustments:
Equity in overdistributed (undistributed) net income of subsidiaries		215,185			260,226			(1,463,783	)		246,113
Change in restricted cash		(39,230	)		(770	)		—			—
Change in other assets and other liabilities		(6,793	)		9,223			(2,487	)		(249,513	)
Change in receivable from affiliate		369			(13,766	)		1,946			10,736
Net cash provided by (used for) operating activities		(49,103	)		30,757			(49	)		(6,695	)
Cash flows from investing activities
Investment securities purchased		(979,197	)		(453,406	)		—			—
Investment securities called, sold, and matured		1,058,531			153,673			—			—
Capital contributions to subsidiaries		(21,000	)		(10,521	)		(10,500	)		(21,929	)
Change in notes receivable from American International Group, Inc.		—			468,662			—			—
Change in notes receivable from subsidiaries		(31,149	)		—			49			292,152
Transfer of subsidiary to affiliate		—			—			—			31,741
Return of capital from subsidiary		5,325			7,825			—			3,858
Net cash provided by (used for) investing activities		32,510			166,233			(10,451	)		305,822
Cash flows from financing activities
Change in intercompany notes payable		—			—			9,500			(323,420	)
Capital contributions from parent		—			—			—			21,929
Net cash provided by (used for) financing activities		—			—			9,500			(301,491	)
Increase (decrease) in cash and cash equivalents		(16,593	)		196,990			(1,000	)		(2,364	)
Cash and cash equivalents at beginning of period		202,413			5,423			6,423			8,787
Cash and cash equivalents at end of period		$185,820			$202,413			$5,423			$6,423

See Notes to Condensed Financial Statements.

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SPRINGLEAF FINANCE, INC.

Notes to Condensed Financial Statements

December 31, 2012

1.  Accounting Policies

Springleaf Finance, Inc. (“SFI”) records its investments in subsidiaries at cost plus the equity in (overdistributed) undistributed net income of subsidiaries since the date of incorporation or, if purchased, the date of the acquisition. You should read the condensed financial statements of the registrant in conjunction with SFI’s consolidated financial statements.

2.  Intercompany Notes Receivable

At December 31, 2012, intercompany notes receivable totaled $31.1 million primarily due to a receivable from Springleaf Financial Services of South Carolina, Inc. The interest rate on the unpaid principal balance is 8.00%. Interest income on the intercompany notes receivable totaled $0.2 million during 2012.

3.  Intercompany Notes Payable

At December 31, 2012 and 2011, intercompany notes payable totaled $538.1 million. The interest rate for the unpaid principal balance is the published JPMorgan Chase Manhattan Bank US prime lending rate. Interest expense on the intercompany notes payable totaled $17.5 million during 2012, $17.4 million during 2011, $1.9 million during the one month ended December 31, 2010, and $21.5 million during the eleven months ended November 30, 2010.

Item 17.    Undertakings.

The undersigned registrant hereby undertakes to provide to the underwriters at the closing specified in the underwriting agreement, certificates in such denominations and registered in such names as required by the underwriters to permit prompt delivery to each purchaser.

Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers, and controlling persons of the registrant pursuant to the foregoing provisions, or otherwise, the registrant has been advised that in the opinion of the SEC such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer, or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer, or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.

The undersigned registrant hereby undertakes that:

— For purposes of determining any liability under the Securities Act, the information omitted from the form of prospectus filed as part of this registration statement in reliance upon Rule 430A and contained in a form of prospectus filed by us pursuant to Rule 424(b)(1) or (4) or 497(h) under the Securities Act shall be deemed to be part of this registration statement as of the time it was declared effective.

— For the purpose of determining any liability under the Securities Act, each post-effective amendment that contains a form of prospectus shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

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SIGNATURES

Pursuant to the requirements of the Securities Act, the registrant has duly caused this Amendment No. 1 to the Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Evansville, State of Indiana, on the 1st of October, 2013.

SPRINGLEAF HOLDINGS, LLC
By:	/s/    Jay N. Levine
Name:	Jay N. Levine
Title:	President

Pursuant to the requirements of the Securities Act, this Amendment No. 1 to the Registration Statement has been signed below by the following persons in the capacities and on the dates indicated below.

Name	Title	Date
/s/ Jay N. Levine Jay N. Levine	Chief Executive Officer (Principal Executive Officer)	October 1, 2013
* Minchung (Macrina) Kgil	Chief Financial Officer (Principal Financial Officer) and Treasurer of AGF Holding Inc., the sole manager of Springleaf Holdings, LLC	October 1, 2013
* William E. Kandel	Chief Accounting Officer (Principal Accounting Officer)	October 1, 2013

*By	/s/ Jay N. Levine
	Attorney-in-fact

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INDEX TO EXHIBITS

Exhibit	Description
1.1**	Form of Underwriting Agreement
3.1*	Restated Articles of Incorporation of Springleaf Holdings, Inc.
3.2*	Amended and Restated By-laws of Springleaf Holdings, Inc.
4.1	The following Indenture is filed pursuant to Item 601(b)(4)(ii) of Regulation S-K, which requires with certain exceptions that all instruments be filed which define the rights of holders of the Company’s long-term debt and of our consolidated subsidiaries. In the aggregate, the outstanding issuances of debt at June 30, 2013 under the following Indenture exceeds 10% of the Company’s total assets on a consolidated basis:
	Indenture dated as of May 1, 1999 from Springleaf Finance Corporation (formerly American General Finance Corporation) to Wilmington Trust Company (successor trustee to Citibank, N.A.). Incorporated by reference to Exhibit (4)a.(1) filed as a part of Springleaf Finance Corporation’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2000 (File No. 1-06155).
4.2	Indenture, dated as of May 29, 2013, between Springleaf Finance Corporation and Wilmington Trust, National Association, as Trustee. Incorporated by reference to Exhibit (4.1) to Springleaf Finance Corporation’s Current Report on Form 8-K dated May 29, 2013.
4.3	In accordance with Item 601(b)(4)(iii) of Regulation S-K, certain other instruments defining the rights of holders of the Company’s long-term debt and of our consolidated subsidiaries have not been filed as exhibits to this registration Statement because the total amount of securities authorized and outstanding under each instrument does not exceed 10% of the total assets of the Company on a consolidated basis. We hereby agree to furnish a copy of each instrument to the Securities and Exchange Commission upon request.
4.4	7.750% Senior Notes Indenture, dated September 24, 2013, between Springleaf Finance Corporation and Wilmington Trust, National Association, as Trustee. Incorporated by reference to Exhibit (4.1) to Springleaf Finance Corporation’s Current Report on Form 8-K dated September 24, 2013.
4.5	8.250% Senior Notes Indenture, dated September 24, 2013, between Springleaf Finance Corporation and Wilmington Trust, National Association, as Trustee. Incorporated by reference to Exhibit (4.2) to Springleaf Finance Corporation’s Current Report on Form 8-K dated September 24, 2013.
5.1**	Opinion of Skadden, Arps, Slate, Meagher & Flom LLP.
10.1*	Form of Indemnification Agreement.
10.2	Springleaf Finance, Inc. Executive Severance Plan dated as of November 30, 2010. Incorporated by reference to Exhibit (10.15) to Springleaf Finance Corporation’s Annual Report on Form 10-K for the fiscal year ended December 31, 2010.
10.3	Springleaf Finance, Inc. Excess Retirement Income Plan dated as of January 1, 2011. Incorporated by reference to Exhibit (10.1) to Springleaf Finance Corporation’s Current Report on Form 8-K dated December 3, 2010.
10.4	Amended and Restated Credit Agreement, dated as of May 10, 2011, among Springleaf Financial Funding Company; Springleaf Finance Corporation; the Subsidiary Guarantors party thereto; Bank of America, N.A.; Other Lenders party thereto; Merrill Lynch, Pierce, Fenner & Smith Incorporated; JPMorgan Chase Bank, N.A.; and J.P. Morgan Securities LLC. Incorporated by reference to Exhibit (10.1) to Springleaf Finance Corporation’s Current Report on Form 8-K dated May 6, 2011.
10.5	Employment Letter, dated October 1, 2012, for Minchung (Macrina) Kgil. Incorporated by reference to Exhibit (10.4) to Springleaf Finance Corporation’s Annual Report on Form 10-K for the fiscal year ended December 31, 2012.

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Exhibit	Description
10.6	Amendment to Springleaf Finance, Inc. Excess Retirement Income Plan effective as of December 19, 2012. Incorporated by reference to Exhibit (10.5) to Springleaf Finance Corporation’s Annual Report on Form 10-K for the fiscal year ended December 31, 2012.
10.7*	Stockholders Agreement between Springleaf Holdings, Inc. and Springleaf Financial Holdings, LLC.
10.8*	Form of Springleaf Holdings, Inc. 2013 Omnibus Incentive Plan.
10.9*	Form of Restricted Stock Award Agreement under the Springleaf Holdings, Inc. 2013 Omnibus Incentive Plan (Employees).
10.10*	Form of Restricted Stock Agreement under the Springleaf Holdings, Inc. 2013 Omnibus Incentive Plan (Non-Employee Directors).
10.11**	Amended and Restated Limited Liability Company Agreement of Springleaf Financial Holdings, LLC, dated                     , 2013.
10.12**	Employment Agreement by and among Springleaf Finance Inc., Springleaf General Services Corporation and Jay Levine, dated as of                     , 2013.
10.13	Joinder Agreement, dated as of September 30, 2013, among Springleaf Financial Funding Company, as borrower, Springleaf Finance Corporation (“Springleaf”) and the subsidiaries of Springleaf party thereto, as guarantors, Bank of America, N.A., as new 2019 term lender, and Bank of America, N.A., as administrative agent and as collateral agent. Incorporated by reference to Exhibit (10.1) to Springleaf Finance Corporation’s Current Report on Form 8-K dated September 30, 2013.
10.14*†	Amended and Restated Limited Liability Company Agreement of SpringCastle Acquisition LLC, dated April 30, 2013.
10.15*	Servicing Agreement by and among SpringCastle Finance, Inc., as the Servicer, SpringCastle America Funding, LLC, SpringCastle Credit Funding, LLC and SpringCastle Finance Funding, LLC, as the Co-Issuers, and Wilmington Trust, National Association in its capacity as a Loan Trustee for each of the Co-Issuers dated, April 1, 2013.
21.1*	Subsidiaries of Springleaf Finance Holdings Inc.
23.1*	Consent of PricewaterhouseCoopers LLP with respect to Springleaf Finance, Inc.
23.2*	Consent of PricewaterhouseCoopers LLP with respect to Springleaf Holdings, LLC.
23.3**	Consent of Skadden, Arps, Slate, Meagher & Flom LLP.
99.1***	Consent of Wesley R. Edens.
99.2***	Consent of Roy A. Guthrie.
99.3***	Consent of Douglas L. Jacobs.
99.4***	Consent of Anahaita N. Kotval.

* Filed herewith.

** To be filed by amendment.

*** Previously filed

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† The following restated limited liability company agreements relating to our acquisition of the SpringCastle Portfolio are substantially identical in all material respects, except as to the parties thereto and the initial capital contributions required under each agreement, to the Amendment and Restated Limited Liability Company Agreement of SpringCastle Acquisition LLC that is filed as Exhibit 10.14 hereto and are being omitted in reliance on Instruction 2 to Item 601 of Regulation S-K:

— Amended and Restated Limited Liability Company Agreement of SpringCastle America, LLC, dated as of April 1, 2013.

— Amended and Restated Limited Liability Company Agreement of SpringCastle Credit, LLC, dated as of April 1, 2013.

— Amended and Restated Limited Liability Company Agreement of SpringCastle Finance, LLC, dated as of April 1, 2013.

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EX-3.1

Exhibit 3.1

RESTATED

CERTIFICATE OF INCORPORATION

OF

SPRINGLEAF HOLDINGS, INC.

Pursuant to Sections 242 and 245 of the

Delaware General Corporation Law

Springleaf Holdings, Inc. (the “Corporation”), a corporation organized and existing under the General Corporation Law of the State of Delaware (the “GCL”), does hereby certify as follows:

(1) The name of the Corporation is Springleaf Holdings, Inc. The Corporation was originally formed on August 5, 2013 as Springleaf Holdings, LLC, a Delaware limited liability company and wholly owned subsidiary of AGF Holding Inc. It subsequently was converted to a Delaware corporation and changed its name to Springleaf Holdings, Inc. on [—], 2013. The original certificate of incorporation of the Corporation was filed with the office of the Secretary of State of the State of Delaware on [—], 2013.

(2) This Restated Certificate of Incorporation was duly adopted by the board of directors of the Corporation (the “Board of Directors”) and by the sole stockholder of the Corporation in accordance with Sections 228, 242 and 245 of the GCL.

(3) This Restated Certificate of Incorporation restates and integrates and further amends the certificate of incorporation of the Corporation, as heretofore amended or supplemented.

(4) Effective as of the date of its filing with the office of the Secretary of State of the State of Delaware, the text of the certificate of incorporation of the Corporation is restated in its entirety as follows:

FIRST: The name of the Corporation is Springleaf Holdings, Inc.

SECOND: The address of the registered office of the Corporation in the State of Delaware is 1209 Orange Street, in the City of Wilmington, County of New Castle, 19801. The name of its registered agent at that address is The Corporation Trust Company.

THIRD: The purpose of the Corporation is to engage in any lawful act or activity for which a corporation may be organized under the GCL.

FOURTH: (a) Authorized Capital Stock. The total number of shares of stock which the Corporation shall have authority to issue is two billion, three hundred million (2,300,000,000) shares of capital stock, consisting of (i) two billion (2,000,000,000) shares of common stock, par value $0.01 per share (the “Common Stock”) and (ii) three hundred million (300,000,000) shares of preferred stock, par value $0.01 per share (the “Preferred Stock”).

(b) Common Stock. The powers, preferences and rights, and the qualifications, limitations and restrictions, of the Common Stock are as follows:

(1) Except as otherwise expressly provided herein or required by law or the terms of any class or series of Preferred Stock issued in accordance with Part (c) of this Article FOURTH, each holder of record of shares of Common Stock shall be entitled to vote at all meetings of the stockholders and shall have one vote for each share held by such holder of record; provided, however, that, except as otherwise required by law, holders of record of shares of Common Stock shall not be entitled to vote on any amendment to this Restated Certificate of

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Incorporation (including any certificate of designation relating to any series of Preferred Stock) that relates solely to the terms of one or more outstanding series of Preferred Stock if the holders of such affected series are entitled, either separately or together with the holders of one or more other such series, to vote thereon pursuant to this Restated Certificate of Incorporation (including any resolutions relating to any series of Preferred Stock adopted by the Board of Directors in accordance with this Article FOURTH) or pursuant to the GCL.

(2) Subject to applicable law and the preferential rights as to dividends of the holders of all classes or series of Preferred Stock at the time outstanding, the holders of shares of Common Stock shall be entitled to receive, when and as declared by the Board of Directors, out of the assets of the Corporation legally available therefor, such dividends as may be declared from time to time by the Board of Directors.

(3) Subject to the prior rights of creditors of the Corporation and the holders of all classes or series of stock at the time outstanding having prior rights as to distributions upon liquidation, dissolution or winding up of the Corporation, in the event of any liquidation, dissolution or winding up of the Corporation, either voluntary or involuntary, the holders of shares of Common Stock shall be entitled to receive their ratable and proportionate share of the remaining assets of the Corporation. The term “Liquidation Event” shall not be deemed to be occasioned by or to include any voluntary consolidation or merger of the Corporation with or into any other corporation or entity or other corporations or entities or a sale, lease or conveyance of all or a part of the Corporation’s assets.

(4) No holder of shares of Common Stock shall have cumulative voting rights.

(5) No holder of shares of Common Stock shall be entitled to preemptive or subscription rights.

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(c) Preferred Stock.

(1) The Board of Directors is hereby expressly authorized to provide for the issuance of all or any shares of the Preferred Stock in one or more classes or series, and to fix for each such class or series such voting powers, full or limited, or no voting powers, and such designations, preferences and relative, participating, optional or other special rights and such qualifications, limitations or restrictions thereof, as shall be stated and expressed in a resolution or resolutions adopted by the Board of Directors providing for the issuance of such class or series, including, without limitation, the authority to provide that any such class or series may be (i) subject to redemption at such time or times and at such price or prices; (ii) entitled to receive dividends (which may be cumulative or non-cumulative) at such rates, on such conditions, and at such times, and payable in preference to, or in such relation to, the dividends payable on any other class or classes or any other series; (iii) entitled to such rights upon the dissolution of, or upon any distribution of the assets of, the Corporation; or (iv) convertible into, or exchangeable for, shares of any other class or classes of stock, or of any other series of the same or any other class or classes of stock, of the Corporation at such price or prices or at such rates of exchange and with such adjustments; all as may be stated in such resolution or resolutions.

(2) The number of authorized shares of Preferred Stock and Common Stock may be increased (but not above the total number of authorized shares of the class) or decreased (but not below the number of shares thereof then outstanding) by the affirmative vote of the holders of at least a majority of the voting power of the stock of the Corporation entitled to vote thereon irrespective of the provisions of Section 242(b)(2) of the GCL (or any successor provision thereto), and no vote of the holders of any of the Common Stock or the Preferred Stock voting separately as a class shall be required therefor.

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(d) Power to Sell and Purchase Shares. Subject to the requirements of applicable law, the Corporation shall have the power to issue and sell all or any part of any shares of any class of stock herein or hereafter authorized to such persons, and for such consideration, as the Board of Directors shall from time to time, in its discretion, determine, whether or not greater consideration could be received upon the issue or sale of the same number of shares of another class, and as otherwise permitted by law. Subject to the requirements of applicable law, the Corporation shall have the power to purchase any shares of any class of stock herein or hereafter authorized from such persons, and for such consideration, as the Board of Directors shall from time to time, in its discretion, determine, whether or not less consideration could be paid upon the purchase of the same number of shares of another class, and as otherwise permitted by law.

FIFTH: The following provisions are inserted for the management of the business and the conduct of the affairs of the Corporation, and for further definition, limitation and regulation of the powers of the Corporation and of its directors and stockholders.

(a) The business and affairs of the Corporation shall be managed by or under the direction of the Board of Directors.

(b) The Board of Directors shall consist of not less than three nor more than eleven members, the exact number of which shall be fixed from time to time by resolution adopted by the affirmative vote of a majority of the entire Board of Directors.

(c) The directors shall be divided into three classes, designated Class I, Class II and Class III. Each class shall consist, as nearly as may be possible, of one-third of the total number of directors constituting the entire Board of Directors. The initial division of the Board of Directors into classes shall be made by the decision of the affirmative vote of a majority of the total

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number of directors that the Corporation would have if there were no director vacancies (the “entire Board of Directors”). The term of the initial Class I directors assigned at the time of the filing of this Restated Certificate of Incorporation shall terminate on the date of the annual meeting of stockholders held in 2014; the term of the initial Class II directors assigned at the time of the filing of this Restated Certificate of Incorporation shall terminate on the date of the annual meeting of stockholders held in 2015; and the term of the initial Class III directors assigned at the time of the filing of this Restated Certificate of Incorporation shall terminate on the date of the annual meeting of stockholders held in 2016. At each succeeding annual meeting of stockholders beginning with the annual meeting of stockholders held in 2014, successors to the class of directors whose term expires at that annual meeting shall be elected for a three-year term and until their successors are duly elected and qualified. If the number of directors is changed, any increase or decrease shall be apportioned among the classes so as to maintain the number of directors in each class as nearly equal as possible, and any additional director of any class elected to fill a vacancy shall hold office for a term that shall coincide with the remaining term of the directors of that class, but in no case shall a decrease in the number of directors shorten the term of any incumbent director.

(d) Subject to the rights, if any, of the holders of shares of Preferred Stock then outstanding, any director or the entire Board of Directors may be removed from office at any time, but only for cause and only by the affirmative vote of the holders of at least eighty percent (80 %) of the voting power of the then issued and outstanding shares of capital stock of the Corporation entitled to vote in the election of directors (the “Voting Shares”), provided, however, that for so long as the Fortress Stockholders (as defined in Part (a) of Article ELEVENTH), collectively, beneficially own (as defined in Part (a) of Article ELEVENTH) at least 30% of the then issued and

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outstanding Voting Shares, any director or the entire Board of Directors may be removed from office at any time, with or without cause, by the affirmative vote of the holders of at least a majority of the voting power of the issued and outstanding Voting Shares. The vacancy or vacancies in the Board of Directors caused by any such removal shall be filled as provided in Part (f) of this Article FIFTH.

(e) A director shall hold office until the annual meeting of stockholders for the year in which his or her term expires and until his or her successor shall be elected and shall qualify, subject, however, to prior death, resignation, retirement, disqualification or removal from office.

(f) Subject to the terms of any one or more classes or series of Preferred Stock, (i) any vacancy on the Board of Directors that results from an increase in the number of directors may be filled by a majority of the Board of Directors then in office, provided that a quorum is present, and (ii) any other vacancy occurring on the Board of Directors, other than for a vacancy resulting from the removal of a director as provided in Part (d) of this Article FIFTH which may be filled in the first instance by the stockholders, may be filled by a majority of the Board of Directors then in office, even if less than a quorum, or by a sole remaining director. Any director of any class elected to fill a vacancy resulting from an increase in the number of directors of such class shall hold office for a term that shall coincide with the remaining term of that class. Any director elected to fill a vacancy not resulting from an increase in the number of directors shall have the same remaining term as that of his or her predecessor. Notwithstanding the foregoing, whenever the holders of any one or more classes or series of Preferred Stock shall have the right, voting separately by class or series, to elect directors at an annual or special meeting of stockholders, the election, term of office, filling of vacancies and other features of such directorships shall be governed by the terms of this Restated Certificate of Incorporation (including any resolutions

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relating to any series of Preferred Stock adopted by the Board of Directors in accordance with this Article FOURTH) applicable thereto, and such directors so elected shall not be divided into classes pursuant to this Article FIFTH unless expressly provided by such terms.

(g) In addition to the powers and authority hereinbefore or by statute expressly conferred upon them, the directors are hereby empowered to exercise all such powers and do all such acts and things as may be exercised or done by the Corporation, subject, nevertheless, to the provisions of the GCL, this Restated Certificate of Incorporation, and any bylaws of the Corporation adopted by the stockholders or the Board of Directors, as the case may be, as amended and/or restated from time to time (the “Bylaws”); provided, however, that no Bylaws hereafter adopted by the stockholders shall invalidate any prior act of the directors which would have been valid if such Bylaws had not been adopted.

(h) Unless otherwise required by law, special meetings of stockholders, for any purpose or purposes, may be called at any time by either (i) the Chairman of the Board of Directors, if there be one, or (ii) the Chief Executive Officer, if there be one, and shall be called by any such officer at the request in writing of (i) the Board of Directors, (ii) a committee of the Board of Directors that has been duly designated by the Board of Directors and whose powers include the authority to call such meetings or (iii) at any time the Fortress Stockholders, collectively, beneficially own at least twenty percent (20%) of the voting power of the then issued and outstanding shares of capital stock of the Corporation entitled to vote, any stockholders that collectively beneficially own at least twenty percent (20%) of the voting power of the then issued and outstanding shares of capital stock of the Corporation entitled to vote. Such request shall state the purpose or purposes of the proposed meeting. If at any time the Fortress Stockholders do not, collectively, beneficially own at least twenty percent (20%) of the voting power of the then issued

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and outstanding shares of capital stock of the Corporation entitled to vote, then the ability of the stockholders to call or cause a special meeting of stockholders to be called is hereby specifically denied.

SIXTH: No director shall be personally liable to the Corporation or any of its stockholders for monetary damages for breach of fiduciary duty as a director, except to the extent such exemption from liability or limitation thereof is not permitted under the GCL as the same exists or may hereafter be amended. If the GCL is amended hereafter to authorize the further elimination or limitation of the liability of directors, then the liability of a director of the Corporation shall be eliminated or limited to the fullest extent authorized by the GCL, as so amended. Any amendment, repeal or modification of this Article SIXTH shall not adversely affect any right or protection of a director of the Corporation existing at the time of such amendment, repeal or modification with respect to acts or omissions occurring prior to such amendment, repeal or modification.

SEVENTH: The Corporation shall indemnify its directors and officers to the fullest extent authorized or permitted by law, as now or hereafter in effect, and such right to indemnification shall continue as to a person who has ceased to be a director or officer of the Corporation and shall inure to the benefit of his or her heirs, executors and personal and legal representatives; provided, however, that, except for proceedings to enforce rights to indemnification, the Corporation shall not be obligated to indemnify any director or officer (or his or her heirs, executors or personal or legal representatives) in connection with a proceeding (or part thereof) initiated by such person unless such proceeding (or part thereof) was authorized or consented to by the Board of Directors. The right to indemnification conferred by this Article SEVENTH shall include the right to be paid by the Corporation the expenses (including attorneys’

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fees) incurred in defending or otherwise participating in any proceeding in advance of its final disposition upon receipt by the Corporation of an undertaking by or on behalf of the director or officer receiving advancement to repay the amount advanced if it shall ultimately be determined that such person is not entitled to be indemnified by the Corporation under this Article SEVENTH.

The Corporation may, to the extent authorized from time to time by the Board of Directors, provide rights to indemnification and to the advancement of expenses to employees and agents of the Corporation similar to those conferred in this Article SEVENTH to directors and officers of the Corporation.

The rights to indemnification and to the advance of expenses conferred in this Article SEVENTH shall not be exclusive of any other right which any person may have or hereafter acquire under this Restated Certificate of Incorporation, the Bylaws, any statute, agreement, vote of stockholders or disinterested directors or otherwise.

The Corporation shall have the power to purchase and maintain insurance on behalf of any person who is or was or has agreed to become a director, officer, employee or agent of the Corporation against any liability asserted against him or her and incurred by him or her or on his or her behalf in such capacity, or arising out of his or her status as such, whether or not the Corporation would have the power to indemnify him or her against such liability.

Any repeal or modification of this Article SEVENTH shall not adversely affect any rights to indemnification and to the advancement of expenses of a director or officer of the Corporation existing at the time of such repeal or modification with respect to any acts or omissions occurring prior to such repeal or modification.

EIGHTH: Any action required or permitted to be taken by the stockholders of the Corporation at any meeting of stockholders may be taken without a meeting if a consent in writing,

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setting forth the action so taken, is signed by all the stockholders entitled to vote with respect to the subject matter thereof, provided, however, that at any time the Fortress Stockholders, collectively, beneficially own at least twenty percent (20%) of the voting power of the then issued and outstanding shares of capital stock of the Corporation entitled to vote, any action required or permitted to be taken by the stockholders of the Corporation at any meeting of stockholders may be taken without a meeting if a consent in writing, setting forth the action so taken, is signed by stockholders holding at least a majority of the voting power of the then issued and outstanding shares of capital stock of the Corporation entitled to vote with respect to the subject matter thereof.

NINTH: Meetings of stockholders may be held within or without the State of Delaware, as the Bylaws may provide. The books of the Corporation may be kept (subject to any provision contained in the GCL) outside the State of Delaware at such place or places as may be designated from time to time by the Board of Directors or in the Bylaws.

TENTH: (a) Subject to Part (b) of this Article TENTH, the Bylaws may be altered, amended or repealed, in whole or in part, either (i) without the approval of the Board of Directors, by the affirmative vote of the holders of at least sixty-six and two-thirds percent (66 2/3%) of the voting power of the then issued and outstanding shares of capital stock of the Corporation entitled to vote thereon; provided, however, that at any time the Fortress Stockholders, collectively, beneficially own at least twenty (20)% of the voting power of the then issued and outstanding shares of capital stock of the Corporation entitled to vote, the Bylaws also may be altered, amended or repealed, in whole or in part, by the affirmative vote of the holders of at least a majority of the voting power of the then issued and outstanding shares of capital stock of the Corporation entitled to vote thereon or (ii) by the affirmative vote of a majority of the entire Board of Directors.

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(b) Notwithstanding Part (a) of this Article TENTH, or any other provision of the Bylaws (and in addition to any other vote that may be required by law), (i) any amendment, alteration or repeal, in whole or in part, of Section 2.3 (Special Meetings), Section 2.11 (Consent of Stockholders in Lieu of Meeting), Section 3.1 (Number and Election of Directors), Section 3.2 (Vacancies), Section 3.3 (Duties and Powers), Section 3.6 (Resignations and Removals of Directors), Article IX (Amendments) and Article XI (Definitions) of the Bylaws (collectively, the “Specified Bylaws”) as in effect immediately following the initial public offering of Common Stock (which, for the avoidance of doubt, would include the adoption of any provision as part of the Bylaws that is inconsistent with the purpose and intent of the Specified Bylaws), shall require the affirmative vote of the holders of at least eighty percent (80%) of the voting power of the then issued and outstanding shares of capital stock of the Corporation entitled to vote thereon, and (ii) the ability of the Board of Directors to amend, alter or repeal the Specified Bylaws is specifically denied; provided, however, that at any time that the Fortress Stockholders, collectively, beneficially own at least twenty (20%) of the voting power of the issued and outstanding shares of capital stock entitled to vote thereon, the Specified Bylaws may be amended, altered or repealed, in whole or in part, by the affirmative vote of a majority of the entire Board of Directors (and, for the avoidance of doubt, without approval of the stockholders).

ELEVENTH: (a) Definitions. For purposes of this Restated Certificate of Incorporation, the following definitions shall apply:

“Affiliate” means, with respect to a given person, any other person that, directly or indirectly, controls, is controlled by or is under common control with, such person; provided, however, that for purposes of this definition and this Article ELEVENTH, none of (i) the Springleaf Entities and any entities (including corporations, partnerships, limited liability

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companies or other persons) in which such Springleaf Entities hold, directly or indirectly, an ownership interest, on the one hand, or (ii) the Fortress Stockholders and their Affiliates (excluding any Springleaf Entities or other entities described in clause (i)), on the other hand, shall be deemed to be “Affiliates” of one another. For purposes of this definition, “control” (including, with correlative meanings, the terms “controlled by” and “under common control with”) as applied to any person, means the possession, directly or indirectly, of beneficial ownership of, or the power to vote, ten percent (10%) or more of the securities having voting power for the election of directors (or other persons acting in similar capacities) of such person or the power otherwise to direct or cause the direction of the management and policies of such person, whether through the ownership of voting securities, by contract or otherwise.

“AIG Affiliate Stockholders” means (A) any director of the Corporation who may be deemed an Affiliate of American International Group, Inc. (“AIG”), (B) any director or officer of AIG or its Affiliates and (C) any Subsidiary of AIG.

“AIG Stockholders” means (i) each AIG Affiliate Stockholder and each entity formed by an AIG Affiliate Stockholder to hold any interests in the Initial Stockholder or the Corporation and (iii) each Permitted Transferee who becomes a party to or bound by the provisions of the Stockholders Agreement, in accordance with the terms thereof, or Permitted Transferee thereof who is entitled to enforce the provisions of the Stockholders Agreement in accordance with the terms thereof.

“beneficially own” and “beneficial ownership” and similar terms used herein shall be determined in accordance with Rules 13d-3 and 13d-5 under the Securities Exchange Act of 1934; provided that for purposes of this Restated Certificate of Incorporation, the Fortress Stockholders shall be deemed to beneficially own Voting Shares or other securities held by record by the Initial Stockholder in an amount proportionate to the aggregate voting power of the Initial Stockholder held of record or beneficially owned by the Fortress Stockholders.

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“corporate opportunity” shall include, but not be limited to, business opportunities which the Corporation is financially able to undertake, which are, from their nature, in the line of the Corporation’s business, are of practical advantage to it and are ones in which the Corporation has an interest or a reasonable expectancy, and in which, by embracing the opportunities, the self-interest of the Founding Stockholders or any of their Affiliates or their officers or directors could be brought into conflict with that of any of the Springleaf Entities or their Affiliates.

“Fortress Affiliate Stockholders” means (A) any director of the Corporation who may be deemed an Affiliate of Fortress Investment Group LLC (“FIG”), (B) any director or officer of FIG or its Affiliates and (C) any investment funds (including any managed accounts) managed directly or indirectly by FIG or its Affiliates.

“Fortress Stockholders” means (i) the Initial Stockholder, (ii) each Fortress Affiliate Stockholder and each entity formed by a Fortress Affiliate Stockholder to hold any interests in the Initial Stockholder or the Corporation and (iii) each Permitted Transferee who becomes a party to or bound by the provisions of the Stockholders Agreement, in accordance with the terms thereof, or Permitted Transferee thereof who is entitled to enforce the provisions of the Stockholders Agreement in accordance with the terms thereof.

“Founding Stockholders” means the AIG Stockholders and the Fortress Stockholders.

“Governmental Entity” means any national, state, provincial, municipal, local or foreign government, any court, arbitral tribunal, administrative agency or commission or other governmental or regulatory authority, commission or agency or any non-governmental, self-regulatory authority, commission or agency.

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“Initial Stockholder” means Springleaf Financial Holdings, LLC, a Delaware limited liability company, and its Subsidiaries (other than Subsidiaries that constitute Springleaf Entities) and successors.

“Judgment” means any order, writ, injunction, award, judgment, ruling or decree of any Governmental Entity.

“Law” means any statute, law, code, ordinance, rule or regulation of any Governmental Entity.

“Lien” means any pledge, claim, equity, option, lien, charge, mortgage, easement, right-of-way, call right, right of first refusal, “tag”- or “drag”- along right, encumbrance, security interest or other similar restriction of any kind or nature whatsoever.

“Permitted Transferee” means, with respect to each Founding Stockholder, (i) any other Founding Stockholder, (ii) such Founding Stockholder’s Affiliates, (iii) in the case of any Founding Stockholder, (A) any member or general or limited partner of such Founding Stockholder (including, without limitation, any member of the Initial Stockholder), (B) any corporation, partnership, limited liability company or other entity that is an Affiliate of such Founding Stockholder or any member, general or limited partner of such Founding Stockholder (collectively, “Stockholder Affiliates”), (C) any investment funds managed directly or indirectly by such Founding Stockholder or any Stockholder Affiliate (a “Stockholder Fund”), (D) any general or limited partner of any Stockholder Fund, (E) any managing director, general partner, director, limited partner, officer or employee of any Stockholder Affiliate, or any spouse, lineal descendant, sibling, parent, heir, executor, administrator, testamentary trustee, legatee or beneficiary of any of the foregoing persons described in this clause (E) (collectively, “Stockholder

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Associates”) or (F) any trust, the beneficiaries of which, or any corporation, limited liability company or partnership, the stockholders, members or general or limited partners of which, consist solely of any one or more of such Founding Stockholder, any general or limited partner of such Founding Stockholder, any Stockholder Affiliates, any Stockholder Fund, any Stockholder Associates, their spouses or their lineal descendants and (iv) any other person that acquires shares of the Corporation’s common stock from such Founding Stockholder other than pursuant to a Public Offering that agrees to become party to the Stockholders Agreement.

“Public Offering” means an offering of common stock of the Corporation pursuant to an effective registration statement under the Securities Act of 1933, as amended, including an offering in which Founding Stockholders may be entitled to sell the Corporation’s common stock pursuant to the terms of the Stockholders Agreement.

“Restriction” with respect to any capital stock, partnership interest, membership interest in a limited liability company or other equity interest or security, means any voting or other trust or agreement, option, warrant, preemptive right, right of first offer, right of first refusal, escrow arrangement, proxy, buy-sell agreement, power of attorney or other contract, any Law, license, permit or Judgment that, conditionally or unconditionally, (i) grants to any person the right to purchase or otherwise acquire, or obligates any person to sell or otherwise dispose of or issue, or otherwise results or, whether upon the occurrence of any event or with notice or lapse of time or both or otherwise, may result in any person acquiring, (A) any of such capital stock, partnership interest, membership interest in a limited liability company or other equity interest or security, (B) any of the proceeds of, or any distributions paid or that are or may become payable with respect to, any of such capital stock, partnership interest, membership interest in a limited liability company or other equity interest or security or (C) any interest in such capital stock, partnership interest,

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membership interest in a limited liability company or other equity interest or security or any such proceeds or distributions, (ii) restricts or, whether upon the occurrence of any event or with notice or lapse of time or both or otherwise, is reasonably likely to restrict the transfer or voting of, or the exercise of any rights or the enjoyment of any benefits arising by reason of ownership of, any such capital stock, partnership interest, membership interest in a limited liability company or other equity interest or security or any such proceeds or distributions or (iii) creates or, whether upon the occurrence of any event or with notice or lapse of time or both or otherwise, is reasonably likely to create a Lien or purported Lien affecting such capital stock, partnership interest, membership interest in a limited liability company or other equity interest or security, proceeds or distributions.

“Springleaf Entities” means the Corporation and its Subsidiaries, and “Springleaf Entity” includes any of the Springleaf Entities.

“Stockholders Agreement” means the stockholders agreement, dated as of [—], 2013, between the Corporation and the Initial Stockholder, as may be amended from time to time.

“Subsidiary” with respect to any person means: (i) a corporation, a majority in voting power of whose capital stock with voting power, under ordinary circumstances, to elect directors is at the time, directly or indirectly owned by such person, by a Subsidiary of such person, or by such person and one or more Subsidiaries of such person, without regard to whether the voting of such capital stock is subject to a voting agreement or similar Restriction, (ii) a partnership or limited liability company in which such person or a Subsidiary of such person is, at the date of determination, (A) in the case of a partnership, a general partner of such partnership with the power affirmatively to direct the policies and management of such partnership or (B) in the case of a limited liability company, the managing member or, in the absence of a managing member, a member with the power affirmatively to direct the policies and management of such

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limited liability company or (iii) any other person (other than a corporation) in which such person, a Subsidiary of such person or such person and one or more Subsidiaries of such person, directly or indirectly, at the date of determination thereof, has (A) the power to elect or direct the election of a majority of the members of the governing body of such person (whether or not such power is subject to a voting agreement or similar restriction) or (B) in the absence of such a governing body, a majority ownership interest.

(b) Founding Stockholders, etc. In anticipation and in recognition that:

(1) the Initial Stockholder or its Permitted Transferees or their Affiliates will be significant stockholders of the Corporation;

(2) directors, officers and/or employees of the Founding Stockholders and their Affiliates may serve as directors, officers and/or employees of the Springleaf Entities and their Affiliates;

(3) the Springleaf Entities and their Affiliates, on the one hand, and the Founding Stockholders and their Affiliates, on the other hand, may engage in the same, similar or related lines of business and may have an interest in the same, similar or related areas of corporate opportunities;

(4) the Springleaf Entities and their Affiliates, on the one hand, and the Founding Stockholders and their Affiliates, on the other hand, may enter into, engage in, perform and consummate contracts, agreements, arrangements, transactions and other business relations; and

(5) the Springleaf Entities and their Affiliates will derive benefits therefrom and through their continued contractual, corporate and business relations with the Founding Stockholders and their Affiliates, the provisions of this Article ELEVENTH are set forth

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to regulate, define and guide, to the fullest extent permitted by Law, the conduct of certain affairs of the Springleaf Entities and their Affiliates as they may involve the Founding Stockholders and their Affiliates and their officers and directors, and the powers, rights, duties and liabilities of the Springleaf Entities and their Affiliates and their officers, directors and stockholders in connection therewith, provided, however, that nothing in this Article ELEVENTH will impair the ability of the Springleaf Entities or their Affiliates to enter into contractual arrangements with any Founding Stockholders or their Affiliates, which arrangements restrict such Founding Stockholders or their Affiliates from engaging in activities otherwise allowed by this Article ELEVENTH, and the following provisions shall be subject to any such contractual obligation of the Springleaf Entities or their Affiliates.

(c) Related Business Activities, etc. Except as the Founding Stockholders and their Affiliates, on the one hand, and the Springleaf Entities or their Affiliates, on the other hand, may otherwise agree in writing, the Founding Stockholders and their Affiliates shall have the right to, and shall have no duty to abstain from exercising such right to, (i) engage or invest, directly or indirectly, in the same, similar or related business activities or lines of business as the Springleaf Entities or their Affiliates, (ii) do business with any client, customer, vendor or lessor of any of the Springleaf Entities or their Affiliates or (iii) employ or otherwise engage any officer, director or employee of the Springleaf Entities or their Affiliates, and, to the fullest extent permitted by Law, the Founding Stockholders and their Affiliates and officers, directors and employees thereof (subject to Part (e) of this Article ELEVENTH) shall not have or be under any fiduciary duty, duty of loyalty nor duty to act in good faith or in the best interests of the Corporation or its stockholders and shall not be liable to the Corporation or its stockholders for any breach or alleged breach thereof or for any derivation of any personal economic gain by reason of any such activities of the Founding Stockholders or any of their Affiliates or of any of their officer’s, director’s or employee’s participation therein.

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(d) Corporate Opportunity, etc. Except as the Founding Stockholders and their Affiliates, on the one hand, and the Springleaf Entities or their Affiliates, on the other hand, may otherwise agree in writing, if the Founding Stockholders or any of their Affiliates, or any officer, director or employee thereof (subject to the provisions of Part (e) of this Article ELEVENTH), acquires knowledge of a potential transaction or matter that may be a corporate opportunity for the Founding Stockholders or any of their Affiliates, none of the Springleaf Entities or their Affiliates or any stockholder thereof shall have an interest in, or expectation that, such corporate opportunity be offered to it or that it be offered an opportunity to participate therein, and any such interest, expectation, offer or opportunity to participate, and any other interest or expectation otherwise due to the Corporation or any other Springleaf Entity with respect to such corporate opportunity, is hereby renounced by the Corporation on its behalf and on behalf of the other Springleaf Entities and their respective Affiliates and stockholders in accordance with Section 122(17) of the GCL. Accordingly, subject to Part (e) of this Article ELEVENTH and except as the Founding Stockholders or their Affiliates may otherwise agree in writing, (i) none of the Founding Stockholders or their Affiliates or any officer, director or employee thereof will be under any obligation to present, communicate or offer any such corporate opportunity to the Springleaf Entities or their Affiliates and (ii) the Founding Stockholders and any of their Affiliates shall have the right to hold any such corporate opportunity for their own account, or to direct, recommend, sell, assign or otherwise transfer such corporate opportunity to any person or persons other than the Springleaf Entities and their Affiliates, and, to the fullest extent permitted by Law, the Founding Stockholders and their respective Affiliates and officers, directors and employees thereof (subject

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to Part (e) of this Article ELEVENTH) shall not have or be under any fiduciary duty, duty of loyalty or duty to act in good faith or in the best interests of the Corporation, the other Springleaf Entities and their respective Affiliates and stockholders and shall not be liable to the Corporation, the other Springleaf Entities or their respective Affiliates and stockholders for any breach or alleged breach thereof or for any derivation of personal economic gain by reason of the fact that the Founding Stockholders or any of their Affiliates or any of their officers, directors or employees pursues or acquires the corporate opportunity for itself, or directs, recommends, sells, assigns or otherwise transfers the corporate opportunity to another person, or the Founding Stockholders or any of their Affiliates or any of their officers, directors or employees does not present, offer or communicate information regarding the corporate opportunity to the Springleaf Entities or their Affiliates.

(e) Directors, Officers and Employees. Except as the Founding Stockholders and their Affiliates, on the one hand, and the Springleaf Entities or their Affiliates, on the other hand, may otherwise agree in writing, in the event that a director, officer or employee of any of the Springleaf Entities or their Affiliates who is also a director, officer or employee of any of the Founding Stockholders or their Affiliates acquires knowledge of a potential transaction or matter that may be a corporate opportunity or is offered a corporate opportunity, if (i) such person acts in good faith and (ii) such knowledge of such potential transaction or matter was not obtained solely in connection with, or such corporate opportunity was not offered to such person solely in, such person’s capacity as director or officer of any of the Springleaf Entities or their Affiliates, then (A) such director, officer or employee, to the fullest extent permitted by Law, (1) shall be deemed to have fully satisfied and fulfilled such person’s fiduciary duty to the Corporation, the other Springleaf Entities and their respective Affiliates and stockholders with respect to such corporate

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opportunity, (2) shall not have or be under any fiduciary duty to the Corporation, the other Springleaf Entities and their respective Affiliates and stockholders and shall not be liable to the Corporation, the other Springleaf Entities or their respective Affiliates and stockholders for any breach or alleged breach thereof by reason of the fact that any of the Founding Stockholders or their Affiliates pursues or acquires the corporate opportunity for itself, or directs, recommends, sells, assigns or otherwise transfers the corporate opportunity to another person, or any of the Founding Stockholders or their Affiliates or such director, officer or employee does not present, offer or communicate information regarding the corporate opportunity to the Springleaf Entities or their Affiliates, (3) shall be deemed to have acted in good faith and in a manner such person reasonably believes to be in, and not opposed to, the best interests of the Corporation and its stockholders for the purposes of Article SIXTH and the other provisions of this Restated Certificate of Incorporation and (4) shall not have any duty of loyalty to the Corporation, the other Springleaf Entities and their respective Affiliates and stockholders or any duty not to derive any personal benefit therefrom and shall not be liable to the Corporation, the other Springleaf Entities or their respective Affiliates and stockholders for any breach or alleged breach thereof for purposes of Article SIXTH and the other provisions of this Restated Certificate of Incorporation as a result thereof and (B) such potential transaction or matter that may be a corporate opportunity, or the corporate opportunity, shall belong to the applicable Founding Stockholder or respective Affiliates thereof (and not to any of the Springleaf Entities or Affiliates thereof).

(f) Agreements with Founding Stockholders. The Springleaf Entities and their Affiliates may from time to time enter into and perform one or more agreements (or modifications or supplements to pre-existing agreements) with the Founding Stockholders and their respective Affiliates pursuant to which the Springleaf Entities and their Affiliates, on the one hand, and the

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Founding Stockholders and their respective Affiliates, on the other hand, agree to engage in transactions of any kind or nature with each other and/or agree to compete, or to refrain from competing or to limit or restrict their competition, with each other, including to allocate and to cause their respective directors, officers and employees (including any who are directors, officers or employees of both) to allocate corporate opportunities between or to refer corporate opportunities to each other. Subject to Part (e) of this Article ELEVENTH, except as otherwise required by Law, and except as the Founding Stockholders and their Affiliates, on the one hand, and the Springleaf Entities or their Affiliates, on the other hand, may otherwise agree in writing, no such agreement, or the performance thereof by the Springleaf Entities and their Affiliates, or the Founding Stockholders or their Affiliates, shall be considered contrary to or inconsistent with any fiduciary duty to the Corporation, any other Springleaf Entity or their respective Affiliates and stockholders of any director or officer of the Corporation, any other Springleaf Entity or any Affiliate thereof who is also a director, officer or employee of any of the Founding Stockholders or their Affiliates or to any stockholder thereof. Subject to Part (e) of this Article ELEVENTH, to the fullest extent permitted by Law, and except as the Founding Stockholders or their Affiliates, on the one hand, and the Springleaf Entities or their Affiliates, on the other hand, may otherwise agree in writing, none of the Founding Stockholders or their Affiliates shall have or be under any fiduciary duty to refrain from entering into any agreement or participating in any transaction referred to in this Part (f) of Article ELEVENTH and no director, officer or employee of the Corporation, any other Springleaf Entity or any Affiliate thereof who is also a director, officer or employee of the Founding Stockholders or their Affiliates shall have or be under any fiduciary duty to the Corporation, the other Springleaf Entities and their respective Affiliates and stockholders to refrain from acting on behalf of the Founding Stockholders or their Affiliates in respect of any

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such agreement or transaction or performing any such agreement in accordance with its terms. Any Director of the Corporation who is also a director of a Founding Stockholder or Affiliate thereof may be counted in determining the presence of a quorum at a meeting of the Board of Directors or of a committee that authorizes the agreement or transaction.

(g) Ambiguity. Nothing contained in this Article ELEVENTH amends or modifies, or will amend or modify, in any respect, any written contractual arrangement between the Founding Stockholders or any of their Affiliates, on the one hand and the Springleaf Entities or any of their Affiliates, on the other hand.

(h) Application of Provision, etc. This Article ELEVENTH shall apply as set forth above except as otherwise provided by Law. It is the intention of this Article ELEVENTH to take full advantage of statutory amendments, the effect of which may be to specifically authorize or approve provisions such as this Article ELEVENTH. No alteration, amendment, termination, expiration or repeal of this Article ELEVENTH nor the adoption of any provision of this Restated Certificate of Incorporation inconsistent with this Article ELEVENTH shall eliminate, reduce, apply to or have any effect on the protections afforded hereby to any director, officer, employee or stockholder of the Springleaf Entities or their Affiliates for or with respect to any investments, activities or opportunities of which such director, officer, employee or stockholder becomes aware prior to such alteration, amendment, termination, expiration, repeal or adoption, or any matters occurring, or any cause of action, suit or claim that, but for this Article ELEVENTH, would accrue or arise, prior to such alteration, amendment, termination, expiration, repeal or adoption.

(i) Deemed Notice. Any person or entity purchasing or otherwise acquiring any interest in any shares of the capital stock of the Corporation shall be deemed to have notice of and to have consented to the provisions of this Article ELEVENTH.

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(j) Chairman or Chairman of a Committee. For purposes of this Article ELEVENTH, a director who is chairman of the Board of Directors or chairman of a committee of the Board of Directors is not deemed an officer of the Corporation by reason of holding that position unless that person is a full-time employee of the Corporation.

(k) Severability. If this Article ELEVENTH or any portion hereof shall be invalidated or held to be unenforceable on any ground by any court of competent jurisdiction, the decision of which shall not have been reversed on appeal, this Article ELEVENTH shall be deemed to be modified to the minimum extent necessary to avoid a violation of law and, as so modified, this Article ELEVENTH and the remaining provisions hereof shall remain valid and enforceable in accordance with their terms to the fullest extent permitted by law.

(l) Neither the alteration, amendment or repeal of this Article ELEVENTH nor the adoption of any provision of this Amended and Restated Certificate of Incorporation inconsistent with this Article ELEVENTH shall eliminate or reduce the effect of this Article ELEVENTH in respect of any matter occurring, or any cause of action, suit or claim that, but for this Article ELEVENTH, would accrue or arise, prior to such alteration, amendment, repeal or adoption. Following the expiration of this Article ELEVENTH, any contract, agreement, arrangement or transaction involving a corporate opportunity shall not by reason thereof result in any breach of any fiduciary duty or duty of loyalty or failure to act in good faith or in the best interests of the Corporation or derivation of any improper benefit or personal economic gain, but shall be governed by the other provisions of this Amended and Restated Certificate of Incorporation, the Bylaws, the GCL and other applicable law.

TWELFTH: (a) The Corporation expressly elects not to be governed by Section 203 of GCL.

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(b) Notwithstanding Part (a) of this Article TWELFTH, the Corporation shall not engage in any business combination (as defined below), at any point in time at which the Common Stock is registered under Section 12(b) or 12(g) of the Securities Exchange Act of 1934, with any interested stockholder (as defined below) for a period of three (3) years following the time that such stockholder became an interested stockholder, unless:

(1) Prior to such time, the Board of Directors approved either the business combination or the transaction which resulted in the stockholder becoming an interested stockholder; or

(2) Upon consummation of the transaction which resulted in the stockholder becoming an interested stockholder, the interested stockholder owned at least 85% of the voting stock (as defined below) of the Corporation outstanding at the time the transaction commenced, excluding for purposes of determining the voting stock outstanding (but not the outstanding voting stock owned by the interested stockholder) those shares owned (i) by persons who are directors and also officers and (ii) employee stock plans in which employee participants do not have the right to determine confidentially whether shares held subject to the plan will be tendered in a tender or exchange offer; or

(3) At or subsequent to such time, the business combination is approved by the Board of Directors and authorized at an annual or special meeting of stockholders, and not by written consent, by the affirmative vote of at least 66 2/3% of the outstanding voting stock of the Corporation which is not owned by the interested stockholder.

(c) For purposes of this Article TWELFTH, references to:

(1) “affiliate” means a person that directly, or indirectly through one or more intermediaries, controls, or is controlled by, or is under common control with, another person.

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(2) “associate,” when used to indicate a relationship with any person, means: (i) Any corporation, partnership, unincorporated association or other entity of which such person is a director, officer or partner or is, directly or indirectly, the owner of 20% or more of any class of voting stock; (ii) any trust or other estate in which such person has at least a 20% beneficial interest or as to which such person serves as trustee or in a similar fiduciary capacity; and (iii) any relative or spouse of such person, or any relative of such spouse, who has the same residence as such person.

(3) “business combination,” when used in reference to the Corporation and any interested stockholder of the Corporation, means:

(i) Any merger or consolidation of the Corporation or any direct or indirect majority-owned subsidiary of the Corporation with (A) the interested stockholder, or (B) any other corporation, partnership, unincorporated association or other entity if the merger or consolidation is caused by the interested stockholder and as a result of such merger or consolidation Part (b) of this Article TWELFTH is not applicable to the surviving entity;

(ii) Any sale, lease, exchange, mortgage, pledge, transfer or other disposition (in one transaction or a series of transactions), except proportionately as a stockholder of the Corporation, to or with the interested stockholder, whether as part of a dissolution or otherwise, of assets of the Corporation or of any direct or indirect majority-owned subsidiary of the Corporation which assets have an aggregate market value equal to 10% or more of either the aggregate market value of all the assets of the Corporation determined on a consolidated basis or the aggregate market value of all the outstanding stock of the Corporation;

(iii) Any transaction which results in the issuance or transfer by

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the Corporation or by any direct or indirect majority-owned subsidiary of the Corporation of any stock of the Corporation or of such subsidiary to the interested stockholder, except: (A) pursuant to the exercise, exchange or conversion of securities exercisable for, exchangeable for or convertible into stock of the Corporation or any such subsidiary which securities were outstanding prior to the time that the interested stockholder became such; (B) pursuant to a merger under Section 251(g) of the GCL; (C) pursuant to a dividend or distribution paid or made, or the exercise, exchange or conversion of securities exercisable for, exchangeable for or convertible into stock of the Corporation or any such subsidiary which security is distributed, pro rata to all holders of a class or series of stock of the Corporation subsequent to the time the interested stockholder became such; (D) pursuant to an exchange offer by the Corporation to purchase stock made on the same terms to all holders of said stock; or (E) any issuance or transfer of stock by the Corporation; provided, however, that in no case under items (C)–(E) of this subsection (iii) shall there be an increase in the interested stockholder’s proportionate share of the stock of any class or series of the Corporation or of the voting stock of the Corporation;

(iv) Any transaction involving the Corporation or any direct or indirect majority-owned subsidiary of the Corporation which has the effect, directly or indirectly, of increasing the proportionate share of the stock of any class or series, or securities convertible into the stock of any class or series, of the Corporation or of any such subsidiary which is owned by the interested stockholder, except as a result of immaterial changes due to fractional share adjustments or as a result of any purchase or redemption of any shares of stock not caused, directly or indirectly, by the interested stockholder; or

(v) Any receipt by the interested stockholder of the benefit, directly or indirectly (except proportionately as a stockholder of the Corporation), of any loans,

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advances, guarantees, pledges, or other financial benefits (other than those expressly permitted in subsections (i)–(iv) above) provided by or through the Corporation or any direct or indirect majority-owned subsidiary.

(4) “control,” including the terms “controlling,” “controlled by” and “under common control with,” means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of a person, whether through the ownership of voting stock, by contract, or otherwise. A person who is the owner of 20% or more of the outstanding voting stock of the Corporation, partnership, unincorporated association or other entity shall be presumed to have control of such entity, in the absence of proof by a preponderance of the evidence to the contrary. Notwithstanding the foregoing, a presumption of control shall not apply where such person holds voting stock, in good faith and not for the purpose of circumventing this Section, as an agent, bank, broker, nominee, custodian or trustee for one or more owners who do not individually or as a group have control of such entity.

(5) “Fortress Direct Transferee” means any person that acquires (other than in a registered public offering) directly from Fortress or any of its affiliates or successors or any “group”, or any member of any such group, to which such persons are a party under Rule 13d-5 of the Exchange Act beneficial ownership of 15% or more of the then outstanding voting stock of the Corporation.

(6) “Fortress Indirect Transferee” means any person that acquires (other than in a registered public offering) directly from any Fortress Direct Transferee or any other Fortress Indirect Transferee beneficial ownership of 15% or more of the then outstanding voting stock of the Corporation.

(7) “interested stockholder” means any person (other than the

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Corporation or any direct or indirect majority-owned subsidiary of the Corporation) that (i) is the owner of 15% or more of the outstanding voting stock of the Corporation, or (ii) is an affiliate or associate of the Corporation and was the owner of 15% or more of the outstanding voting stock of the Corporation at any time within the three (3) year period immediately prior to the date on which it is sought to be determined whether such person is an interested stockholder, and the affiliates and associates of such person; provided, however, that “interested stockholder” shall not include (A) any Fortress Stockholder, any Fortress Direct Transferee, any Fortress Indirect Transferee or any of their respective affiliates or successors or any “group”, or any member of any such group, to which such persons are a party under Rule 13d-5 of the Exchange Act, or (B) any person whose ownership of shares in excess of the 15% limitation set forth herein is the result of any action taken solely by the Corporation, provided that, solely with respect to clause (B) and not with respect to clause (A), such person shall be an interested stockholder if thereafter such person acquires additional shares of voting stock of the corporation, except as a result of further corporate action not caused, directly or indirectly, by such person. For the purpose of determining whether a person is an interested stockholder, the voting stock of the Corporation deemed to be outstanding shall include stock deemed to be owned by the person through application of the definition of “owner” below but shall not include any other unissued stock of the Corporation which may be issuable pursuant to any agreement, arrangement or understanding, or upon exercise of conversion rights, warrants or options, or otherwise.

(8) “person” means any individual, corporation, partnership, unincorporated association or other entity.

(9) “stock” means, with respect to any corporation, capital stock and, with respect to any other entity, any equity interest.

(10) “voting stock” means stock of any class or series entitled to vote generally in the election of directors.

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(11) “owner,” including the terms “own” and “owned,” when used with respect to any stock, means a person that individually or with or through any of its affiliates or associates:

(i) Beneficially owns such stock, directly or indirectly; or

(ii) Has (A) the right to acquire such stock (whether such right is exercisable immediately or only after the passage of time) pursuant to any agreement, arrangement or understanding, or upon the exercise of conversion rights, exchange rights, warrants or options, or otherwise; provided, however, that a person shall not be deemed the owner of stock tendered pursuant to a tender or exchange offer made by such person or any of such person’s affiliates or associates until such tendered stock is accepted for purchase or exchange; or (B) the right to vote such stock pursuant to any agreement, arrangement or understanding; provided, however, that a person shall not be deemed the owner of any stock because of such person’s right to vote such stock if the agreement, arrangement or understanding to vote such stock arises solely from a revocable proxy or consent given in response to a proxy or consent solicitation made to ten (10) or more persons; or

(iii) Has any agreement, arrangement or understanding for the purpose of acquiring, holding, voting (except voting pursuant to a revocable proxy or consent as described in item (B) of subsection (ii) above), or disposing of such stock with any other person that beneficially owns, or whose affiliates or associates beneficially own, directly or indirectly, such stock.

THIRTEENTH: The Corporation reserves the right to amend, alter or repeal any provision contained in this Restated Certificate of Incorporation in the manner now or hereafter

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prescribed in this Restated Certificate of Incorporation, the Bylaws or the GCL, and all rights herein conferred upon stockholders are granted subject to such reservation; provided, however, that, notwithstanding any other provision of this Restated Certificate of Incorporation (and in addition to any other vote that may be required by law), the affirmative vote of the holders of at least eighty percent (80%) of the voting power of the then issued and outstanding shares of capital stock of the Corporation entitled to vote thereon shall be required to amend, alter or repeal, or to adopt any provision as part of this Restated Certificate of Incorporation inconsistent with the purpose and intent of Articles FIFTH, EIGHTH, TENTH or ELEVENTH of this Restated Certificate of Incorporation or this Article THIRTEENTH.

FOURTEENTH: Unless the Corporation consents in writing to the selection of an alternative forum, the Court of Chancery of the State of Delaware shall be the sole and exclusive forum for (i) any derivative action or proceeding brought on behalf of the Corporation, (ii) any action asserting a claim of breach of a fiduciary duty owed by any director or officer of the Corporation to the Corporation or the Corporation’s stockholders, (iii) any action asserting a claim against the Corporation arising pursuant to any provision of the GCL or this Restated Certificate of Incorporation or Bylaws or (iv) any action asserting a claim against the Corporation governed by the internal affairs doctrine; provided, however, that, in the event that the Court of Chancery of the State of Delaware lacks jurisdiction over any such action or proceeding, the sole and exclusive forum for such action or proceeding shall be another state or federal court located within the State of Delaware. Failure to enforce the foregoing provisions would cause the Corporation irreparable harm and the Corporation shall be entitled to equitable relief, including injunctive relief and specific performance, to enforce the foregoing provisions. Any person or entity purchasing or otherwise acquiring any interest in shares of capital stock of the Corporation shall be deemed to have notice of and consented to the provisions of this Article FOURTEENTH.

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FIFTEENTH: The Corporation is to have perpetual existence.

[Signature page follows]

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IN WITNESS WHEREOF, the Corporation has caused this Restated Certificate of Incorporation to be executed on its behalf this      day of                     , 2013.

SPRINGLEAF HOLDINGS, INC.
By:
	Name:
	Title:

EX-3.2

Exhibit 3.2

AMENDED AND RESTATED

BYLAWS

OF

SPRINGLEAF HOLDINGS, INC.

A Delaware Corporation

Effective                     , 2013

TABLE OF CONTENTS

		Page
Article I OFFICES			2
Section 1.1	Registered Office		2
Section 1.2	Other Offices		2
Article II MEETINGS OF STOCKHOLDERS			3
Section 2.1	Place of Meetings		3
Section 2.2	Annual Meetings		3
Section 2.3	Special Meetings		3
Section 2.4	Notice		4
Section 2.5	Adjournments		5
Section 2.6	Waiver of Notice		5
Section 2.7	Quorum		6
Section 2.8	Organization		6
Section 2.9	Voting		6
Section 2.10	Proxies		7
Section 2.11	Consent of Stockholders in Lieu of Meeting		9
Section 2.12	List of Stockholders Entitled to Vote		10
Section 2.13	Record Date		11
Section 2.14	Stock Ledger		13
Section 2.15	Meetings by Remote Communications		13
Section 2.16	Conduct of Meetings		14
Section 2.17	Inspectors of Election		15
Section 2.18	Nature of Business at Meetings of Stockholders		16
Section 2.19	Nomination of Directors		20
Section 2.20	Requirement to Appear		26
Article III DIRECTORS			27
Section 3.1	Number and Election of Directors		27
Section 3.2	Vacancies		29
Section 3.3	Duties and Powers		30
Section 3.4	Meetings		30
Section 3.5	Organization		31
Section 3.6	Resignations and Removals of Directors		32
Section 3.7	Quorum		33
Section 3.8	Action at Meeting		33
Section 3.9	Actions of the Board by Written Consent		34

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Section 3.10	Meetings by Means of Conference Telephone	34
Section 3.11	Rules and Regulations	35
Section 3.12	Committees	35
Section 3.13	Compensation	41
Section 3.14	Interested Directors	41
Section 3.15	Chairman of the Board of Directors	42
Article IV OFFICERS		43
Section 4.1	General	43
Section 4.2	Election	43
Section 4.3	Salaries of Elected Officers	44
Section 4.4	Voting Securities Owned by the Corporation	44
Section 4.5	Chief Executive Officer.	44
Section 4.6	President	45
Section 4.7	Vice Presidents	46
Section 4.8	Secretary	46
Section 4.9	Chief Financial Officer.	47
Section 4.10	Other Officers.	48
Section 4.11	Resignation	48
Section 4.12	Removal	49
Article V STOCK		49
Section 5.1	Form of Certificates	49
Section 5.2	Signatures	49
Section 5.3	Lost Certificates	49
Section 5.4	Transfers	50
Section 5.5	Record Owners	51
Section 5.6	Transfer and Registry Agents	51
Section 5.7	Regulations	51
Article VI NOTICES		51
Section 6.1	Notices	51
Section 6.2	Waivers of Notice	53
Article VII GENERAL PROVISIONS		53
Section 7.1	Dividends	53
Section 7.2	Disbursements	54
Section 7.3	Fiscal Year	54
Section 7.4	Corporate Seal	55
Section 7.5	Records to be Kept.	55
Section 7.6	Execution of Instruments	56
Section 7.7	Certificate of Incorporation	56
Section 7.8	Construction	56

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Article VIII INDEMNIFICATION		56
Section 8.1	Power to Indemnify in Actions, Suits or Proceedings other than Those by or in the Right of the Corporation	56
Section 8.2	Power to Indemnify in Actions, Suits or Proceedings by or in the Right of the Corporation	57
Section 8.3	Authorization of Indemnification	58
Section 8.4	Good Faith Defined	59
Section 8.5	Indemnification by a Court	60
Section 8.6	Expenses Payable in Advance	61
Section 8.7	Non-exclusivity of Indemnification and Advancement of Expenses	61
Section 8.8	Insurance	62
Section 8.9	Certain Definitions	63
Section 8.10	Survival of Indemnification and Advancement of Expenses	64
Section 8.11	Contractual Rights	64
Section 8.12	Limitation on Indemnification	65
Section 8.13	Indemnification of Employees and Agents	65
Section 8.14	Severability	65
Article IX AMENDMENTS		65
Section 9.1	Amendments	65
Article X EMERGENCY BYLAWS		67
Section 10.1	Emergency Board of Directors	67
Section 10.2	Membership of Emergency Board of Directors	67
Section 10.3	Powers of the Emergency Board	68
Section 10.4	Stockholders’ Meeting	68
Section 10.5	Emergency Corporate Headquarters	68
Section 10.6	Limitation of Liability	68
Section 10.7	Amendments; Repeal	69
Article XI DEFINITIONS		69
Section 11.1	Defined terms	69

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BYLAWS

OF

SPRINGLEAF HOLDINGS, INC.

(hereinafter called the “Corporation”)

Adopted by the Board of Directors and Stockholders of Springleaf Holdings, Inc. on [—], 2013, as amended and restated by the Board of Directors of the Corporation effective as of [—], 2013 (as amended and restated, the “Bylaws”).

ARTICLE I

OFFICES

Section 1.1 Registered Office. The registered office of the Corporation shall be in the City of Wilmington, New Castle County, State of Delaware.

Section 1.2 Other Offices. The Corporation may also have offices at such other places, both within and without the State of Delaware, as the Board of Directors of the Corporation (the “Board of Directors”) may from time to time determine.

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ARTICLE II

MEETINGS OF STOCKHOLDERS

Section 2.1 Place of Meetings. Meetings of the stockholders for the election of directors or for any other purpose shall be held at such time and place, either within or outside the State of Delaware, as shall be designated from time to time by the Board of Directors. The Board of Directors may, in its discretion, determine that a meeting of the stockholders shall not be held at any place, but may instead be held solely by means of remote communication in the manner authorized by the General Corporation Law of the State of Delaware (the “DGCL”).

Section 2.2 Annual Meetings. The Annual Meeting of Stockholders for the election of directors shall be held on such date and at such time as shall be designated from time to time by the Board of Directors. Any other proper business may be transacted at the Annual Meeting of Stockholders.

Section 2.3 Special Meetings. Unless otherwise required by law or by the certificate of incorporation of the Corporation, as amended and/or restated from time to time (the “Certificate of Incorporation”), Special Meetings of Stockholders, for any purpose or purposes, may be called at any time by either (i) the Chairman of the Board of Directors, if there be one, or (ii) the Chief Executive Officer, if there be one, and shall be called by any such officer at the request in writing of (i) the Board of Directors, (ii) a committee of the Board of Directors that has been duly designated by the Board of Directors and whose powers include the authority to call such meetings or (iii) at any time the Fortress Stockholders, collectively, beneficially own at least twenty percent (20%) of the voting power of the then issued and outstanding shares of capital stock of the Corporation entitled to vote, any stockholders that collectively beneficially own at least twenty percent (20%) of the voting power of the then issued and outstanding shares of capital stock of

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the Corporation entitled to vote. Such request shall state the purpose or purposes of the proposed meeting. If at any time the Fortress Stockholders do not, collectively, beneficially own at least twenty percent (20%) of the voting power of the then issued and outstanding shares of capital stock of the Corporation entitled to vote, then the ability of the stockholders to call or cause a Special Meeting of Stockholders to be called is hereby specifically denied. At a Special Meeting of Stockholders, only such business shall be conducted as shall be specified in the notice of meeting (or any supplement thereto).

Section 2.4 Notice. Except as otherwise provided by law, these Bylaws or the Certificate of Incorporation, whenever stockholders are required or permitted to take any action at a meeting, a written notice of the meeting shall be given in accordance with Section 6.1 hereof, which shall state the place, if any, date and hour of the meeting, the means of remote communications, if any, by which stockholders and proxyholders may be deemed to be present in person and vote at such meeting, and, in the case of a Special Meeting of Stockholders, the purpose or purposes for which the meeting is called. Unless otherwise required by law, written notice of any meeting shall be given not less than ten (10) nor more than sixty (60) days before the date of the meeting to each stockholder entitled to notice of and to vote at such meeting, except that, where any other minimum or maximum notice period for any action to be taken at such meeting is required under the DGCL, then such other minimum or maximum notice period shall control.

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Section 2.5 Adjournments. Any meeting of the stockholders may be adjourned from time to time to reconvene at the same or some other place, and notice need not be given of any such adjourned meeting if the time and place, if any, thereof and the means of remote communications, if any, by which stockholders and proxyholder may be deemed to be present in person and vote at such adjourned meeting thereof are announced at the meeting at which the adjournment is taken. At the adjourned meeting, the Corporation may transact any business that might have been transacted at the original meeting. If the adjournment is for more than thirty (30) days, or if after the adjournment a new record date is fixed for the adjourned meeting, notice of the adjourned meeting in accordance with the requirements of Section 2.4 hereof shall be given to each stockholder of record entitled to notice of and to vote at the meeting.

Section 2.6 Waiver of Notice. Notice of any meeting of stockholders shall not be required to be given to any stockholder who shall attend such meeting in person or by proxy and shall not, at the beginning of such meeting, object to the transaction of any business because the meeting has not been lawfully called or convened, or who shall, either before or after the meeting, submit a signed waiver of notice or waive notice by electronic transmission, in person or by proxy. To the extent permitted by law, a stockholder’s attendance at a meeting, in person or by proxy, waives objection to consideration of a particular matter at the meeting that is not within the purpose or purposes described in the meeting notice, unless the stockholder objects to considering the matter when it is presented. Any stockholder so waiving notice of a meeting shall be bound by the proceedings of such meeting in all respects as if due notice thereof had been given.

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Section 2.7 Quorum. Unless otherwise required by applicable law or the Certificate of Incorporation, the holders of a majority of the Corporation’s capital stock issued and outstanding and entitled to vote thereat, present in person or represented by proxy, shall constitute a quorum at all meetings of the stockholders for the transaction of business. Where a separate vote by one or more series or classes is required, a majority in voting power of the outstanding shares of such one or more series or classes present in person or by proxy shall constitute a quorum entitled to take action with respect to that vote on that matter. A quorum, once established, shall not be broken by the withdrawal of enough votes to leave less than a quorum. If, however, such quorum shall not be present or represented at any meeting of the stockholders, the stockholders entitled to vote thereat, present in person or represented by proxy, shall have power to adjourn the meeting from time to time, in the manner provided in Section 2.5 hereof, until a quorum shall be present or represented.

Section 2.8 Organization. Such person as the Chairman of the Board may have designated or, in the absence of such person, such person as the Board of Directors may have designated or, in the absence of such person, the Chief Executive Officer, or in his or her absence, such person as may be chosen by the holders of a majority of the Corporation’s shares of capital stock issued and outstanding and entitled to vote who are present, in person or by proxy, shall call to order any meeting of the stockholders and act as chairman of the meeting. In the absence of the Secretary, the secretary of the meeting shall be such person as the chairman of the meeting appoints.

Section 2.9 Voting. Unless otherwise required by law, the Certificate of Incorporation or these Bylaws or permitted by the rules of any stock exchange on

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which the Corporation’s shares are listed and traded, any question brought before any meeting of the stockholders, other than the election of directors, shall be decided by the vote of the holders of a majority of the total number of votes of the Corporation’s capital stock present or represented at the meeting and entitled to vote on such question, voting as a single class. Unless otherwise provided in the Certificate of Incorporation, and subject to Section 2.13 of this Article II, each stockholder present or represented at a meeting of the stockholders shall be entitled to cast one (1) vote for each share of the capital stock entitled to vote thereat held by such stockholder. Such votes may be cast in person or by proxy as provided in Section 2.10 of this Article II. The Board of Directors, in its discretion, or the officer of the Corporation presiding at a meeting of the stockholders, in such officer’s discretion, may require that any votes cast at such meeting shall be cast by written ballot.

Section 2.10 Proxies. Each stockholder entitled to vote at a meeting of the stockholders, or to express consent or dissent to corporate action in writing without a meeting, may authorize another person or persons to act for such stockholder as proxy, but no such proxy shall be voted upon after three years from its date, unless such proxy provides for a longer period. Any proxy to be used at a meeting of stockholders must be filed with the Secretary or his or her representative at or before the time of the meeting. Except as otherwise limited therein, proxies shall entitle the persons authorized thereby with respect to a meeting of stockholders to vote at any adjournment of such meeting but shall not be valid after final adjournment of such meeting. A proxy with respect to stock held in the name of two or more persons shall be valid if executed by one of them if the person signing appears to be acting on behalf of all the co-owners unless prior to exercise

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of the proxy the Corporation receives a specific written notice to the contrary from any one of them. Subject to the provisions of Section 212 of the DGCL and to any express limitation on the proxy’s authority provided in the appointment form, the Corporation is entitled to accept the proxy’s vote or other action as that of the stockholder making the appointment. Without limiting the manner in which a stockholder may authorize another person or persons to act for such stockholder as proxy, the following shall constitute a valid means by which a stockholder may grant such authority:

(i) A stockholder may execute a writing authorizing another person or persons to act for such stockholder as proxy. Execution may be accomplished by the stockholder or such stockholder’s authorized officer, director, employee or agent signing such writing or causing such person’s signature to be affixed to such writing by any reasonable means, including, but not limited to, by facsimile signature.

(ii) A stockholder may authorize another person or persons to act for such stockholder as proxy by transmitting or authorizing the transmission of a telegram, cablegram or other means of electronic transmission to the person who will be the holder of the proxy or to a proxy solicitation firm, proxy support service organization or like agent duly authorized by the person who will be the holder of the proxy to receive such transmission, provided that any such telegram, cablegram or other means of electronic transmission must either set forth or be submitted with information from which it can be determined that such transmission was authorized by the stockholder. If it is determined that

8

such telegrams, cablegrams or other means of electronic transmission are valid, the inspectors or, if there are no inspectors, such other persons making that determination shall specify the information on which they relied.

Any copy, facsimile telecommunication or other reliable reproduction of the writing or transmission authorizing another person or persons to act as proxy for a stockholder may be substituted or used in lieu of the original writing, telegram, cablegram or transmission for any and all purposes for which the original writing, telegram or cablegram could be used; provided, however, that such copy, facsimile telecommunication or other reproduction shall be a complete reproduction of the entire original writing or transmission.

Section 2.11 Consent of Stockholders in Lieu of Meeting. Any action required or permitted to be taken by the stockholders of the Corporation at any meeting of stockholders may be taken without a meeting if a consent in writing, setting forth the action so taken, is signed by all the stockholders entitled to vote with respect to the subject matter thereof, provided, however, that at any time the Fortress Stockholders, collectively, beneficially own at least twenty percent (20%) of the voting power of the then issued and outstanding shares of capital stock of the Corporation entitled to vote, any action required or permitted to be taken by the stockholders of the Corporation at any meeting of stockholders may be taken without a meeting if a consent in writing, setting forth the action so taken, is signed by stockholders holding at least a majority of the voting power of the then issued and outstanding shares of capital stock of the Corporation entitled to vote with respect to the subject matter thereof.

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Section 2.12 List of Stockholders Entitled to Vote. In accordance with Section 219 of the DGCL, the officer of the Corporation who has charge of the stock ledger of the Corporation shall prepare and make available, at least ten (10) days before every meeting of the stockholders, a complete list of the stockholders entitled to vote at the meeting, arranged in alphabetical order, and showing the address of each stockholder and the number of shares registered in the name of each stockholder; provided, however, that if the record date for determining the stockholders entitled to vote is less than ten (10) days before the meeting date, the list shall reflect the stockholders entitled to vote as of the tenth (10^th) day before the meeting date. Such list shall be open to the examination of any stockholder, for any purpose germane to the meeting, during ordinary business hours, for a period of at least ten (10) days prior to the meeting either (i) on a reasonably accessible electronic network, provided that the information required to gain access to such list is provided with the notice of the meeting, or (ii) during ordinary business hours, at the principal place of business of the Corporation. In the event that the Corporation determines to make the list available on an electronic network, the Corporation may take reasonable steps to ensure that such information is available only to stockholders of the Corporation. If the meeting is to be held at a place, then the list shall be produced and kept at the time and place of the meeting during the whole time thereof, and may be inspected by any stockholder who is present. If the meeting is to be held solely by means of remote communication, then the list shall also be open to the examination of any stockholder during the whole time of the meeting on a reasonably accessible electronic network, and the information required to access such list shall be provided with the notice of the meeting.

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Section 2.13 Record Date.

(a) In order that the Corporation may determine the stockholders entitled to notice of or to vote at any meeting of the stockholders or any adjournment thereof, the Board of Directors may fix a record date, which record date shall not precede the date upon which the resolution fixing the record date is adopted by the Board of Directors, and which record date shall not be more than sixty (60) nor less than ten (10) days before the date of such meeting. If no record date is fixed by the Board of Directors, the record date for determining stockholders entitled to notice of or to vote at a meeting of the stockholders shall be at the close of business on the day immediately preceding the day on which notice is given, or, if notice is waived, at the close of business on the day immediately preceding the day on which the meeting is held. A determination of stockholders of record entitled to notice of or to vote at a meeting of the stockholders shall apply to any adjournment of the meeting; provided, however, that the Board of Directors may fix a new record date for the adjourned meeting. In such case, the Board of Directors shall also fix as the record date for stockholders entitled to notice of such adjourned meeting the same or an earlier date as that fixed for determination of stockholders entitled to vote in accordance with the foregoing provisions of this clause (a) at the adjourned meeting.

(b) In order that the Corporation may determine the stockholders entitled to consent to corporate action in writing without a meeting, the Board of Directors may fix a record date, which record date shall not precede the date upon which the resolution fixing the record date is adopted by the Board of Directors, and which record date shall not be more than ten (10) days after the date upon which the

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resolution fixing the record date is adopted by the Board of Directors. If no record date has been fixed by the Board of Directors, the record date for determining stockholders entitled to consent to corporate action in writing without a meeting, when no prior action by the Board of Directors is required by applicable law, shall be the first date on which a signed written consent setting forth the action taken or proposed to be taken is delivered to the Corporation by delivery to its registered office in the State of Delaware, its principal place of business, or an officer or agent of the Corporation having custody of the book in which proceedings of meetings of the stockholders are recorded. Delivery made to the Corporation’s registered office shall be by hand or by certified or registered mail, return receipt requested. If no record date has been fixed by the Board of Directors and prior action by the Board of Directors is required by applicable law, the record date for determining stockholders entitled to consent to corporate action in writing without a meeting shall be at the close of business on the day on which the Board of Directors adopts the resolution taking such prior action.

(c) Any stockholder’s notice requesting the setting of a record date pursuant to clause (b) of this Section 2.13 shall be valid and effective only if received by the Secretary at the principal executive offices of the Corporation and only if it contains the information set forth in Section 2.19 (and, if such notice relates to the nomination of any person for election or re-election as a director of the Corporation, the questionnaire, representation and agreement required by Section 2.19 must also be delivered with and at the same time as such notice). The Corporation may require any proposed nominee to furnish such other information as it may reasonably require to determine the eligibility of such proposed nominee to serve as a director of the

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Corporation. In addition, a stockholder requesting a record date for proposed stockholder action by consent shall promptly provide any other information reasonably requested by the Corporation.

Section 2.14 Stock Ledger. The stock ledger of the Corporation shall be the only evidence as to who are the stockholders entitled to examine the stock ledger, the list required by Section 2.12 of this Article II or the books of the Corporation, or to vote in person or by proxy at any meeting of the stockholders.

Section 2.15 Meetings by Remote Communications. Unless otherwise provided in the Certificate of Incorporation, if authorized by the Board of Directors, any annual or special meeting of stockholders, whether such meeting is to be held at a designated place or by means of remote communication, may be conducted in whole or in part by means of remote communication. If authorized by the Board of Directors, and subject to such guidelines and procedures as the Board of Directors may adopt, stockholders and proxyholders not physically present at a meeting of stockholders may, by means of remote communications: (a) participate in such meeting of stockholders; and (b) be deemed present in person and vote at such meeting of stockholders whether such meeting is to be held at a designated place or solely by means of remote communication, provided that: (i) the Corporation shall implement reasonable measures to verify that each person deemed present and permitted to vote at the meeting by means of remote communication is a stockholder or proxyholder; (ii) the Corporation shall implement reasonable measures to provide such stockholders and proxyholders a reasonable opportunity to participate in the meeting and to vote on matters submitted to the stockholders, including an opportunity to read or hear the proceedings of the meeting

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substantially concurrently with such proceedings; and (iii) if any stockholder or proxyholder votes or takes other action at the meeting by means of remote communication, a record of such vote or other action shall be maintained by the Corporation.

Section 2.16 Conduct of Meetings.

(a) The Board of Directors may adopt by resolution such rules and regulations for the conduct of any meeting of the stockholders as it shall deem appropriate. Except to the extent inconsistent with such rules and regulations as adopted by the Board of Directors, the chairman of any meeting of the stockholders shall have the right and authority to prescribe such rules, regulations and procedures and to do all such acts as, in the judgment of such chairman, are appropriate for the proper conduct of the meeting. Such rules, regulations or procedures, whether adopted by the Board of Directors or prescribed by the chairman of the meeting, may include, without limitation, the following: (i) the establishment of an agenda or order of business for the meeting; (ii) the determination of when the polls shall open and close for any given matter to be voted on at the meeting; (iii) rules and procedures for maintaining order at the meeting and the safety of those present; (iv) limitations on attendance at or participation in the meeting to stockholders of record of the Corporation, their duly authorized and constituted proxies or such other persons as the chairman of the meeting shall determine; (v) restrictions on entry to the meeting after the time fixed for the commencement thereof; and (vi) limitations on the time allotted to questions or comments by participants.

(b) The chairman of any meeting of stockholders shall have the power and duty to determine all matters relating to the conduct of the meeting, including

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determining whether any nomination or item of business has been properly brought before the meeting in accordance with these Bylaws (including whether the stockholder or beneficial owner, if any, on whose behalf the nomination or proposal is made, solicited (or is part of a group that solicited) or did not so solicit, as the case may be, proxies in support of such stockholder’s nominee or proposal in compliance with such stockholder’s representation as required by Section 2.19), and if the chairman should so determine and declare that any nomination or item of business has not been properly brought before a meeting of stockholders, then such business shall not be transacted or considered at such meeting and such nomination shall be disregarded. Unless and to the extent determined by the Board of Directors or the chairman of the meeting, meetings of stockholders shall not be required to be held in accordance with the rules of parliamentary procedure.

Section 2.17 Inspectors of Election. In advance of any meeting of the stockholders, the Board of Directors, by resolution, the Chairman or the Chief Executive Officer shall appoint one or more inspectors to act at the meeting and make a written report thereof. One or more other persons may be designated as alternate inspectors to replace any inspector who fails to act. If no inspector or alternate is able to act at a meeting of the stockholders, the chairman of the meeting shall appoint one or more inspectors to act at the meeting. Unless otherwise required by applicable law, inspectors may be officers, employees or agents of the Corporation. Each inspector, before assuming the duties of inspector, shall take and sign an oath to execute faithfully the duties of inspector with strict impartiality and according to the best of such inspector’s ability. The inspector shall have the duties prescribed by law and shall take charge of the polls and, when the vote is completed, shall make a certificate of the result of the vote taken and of such other facts as may be required by applicable law.

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Section 2.18 Nature of Business at Meetings of Stockholders. Only such business (other than nominations for election to the Board of Directors, which must comply with the provisions of Section 2.19 of this Article II) may be transacted at an Annual Meeting as is either (i) specified in the notice of meeting (or any supplement thereto) given by or at the direction of the Board of Directors (or any duly authorized committee thereof), (ii) otherwise properly brought before the Annual Meeting by or at the direction of the Board of Directors (or any duly authorized committee thereof), or (iii) otherwise properly brought before the Annual Meeting by any stockholder of the Corporation (A) who is a stockholder of record on the date of the giving of the notice provided for in this Section 2.18 and on the record date for the determination of stockholders entitled to notice of and to vote at such Annual Meeting and (B) who complies with the notice procedures set forth in this Section 2.18. This Section shall be the exclusive means for a stockholder to make business proposals before a special meeting of stockholders (other than matters properly bought under Rule 14a-8 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”) and included in the Corporation’s notice of meeting). Subject to Rule 14a-8 under the Exchange Act, nothing in these Bylaws shall be construed to permit any stockholder, or give any stockholder the right, to include or have disseminated or described in the Corporation’s proxy statement any business proposal.

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In addition to any other applicable requirements, for business to be properly brought before an Annual Meeting by a stockholder, such stockholder must have given timely notice thereof in proper written form to the Secretary of the Corporation.

To be timely, a stockholder’s notice to the Secretary must be delivered to or be mailed and received at the principal executive offices of the Corporation not less than ninety (90) days nor more than one hundred twenty (120) days prior to the anniversary date of the immediately preceding Annual Meeting of Stockholders; provided, however, that in the event that no annual meeting was held in the previous year, or the Annual Meeting is called for a date that is not within thirty (30) days before or after such anniversary date, notice by the stockholder in order to be timely must be so received not earlier than the opening of business one hundred twenty (120) days before the date of such annual meeting, and not later than the close of business on the tenth (10th) day following the day on which such notice of the date of the Annual Meeting was mailed or such public disclosure of the date of the Annual Meeting was made, whichever first occurs. In no event shall the adjournment or postponement of an Annual Meeting, or the public announcement of such an adjournment or postponement, commence a new time period (or extend any time period) for the giving of a stockholder’s notice as described above.

To be in proper written form, a stockholder’s notice to the Secretary must set forth the following information: (i) as to each matter such stockholder proposes to bring before the Annual Meeting, (A) a brief description of the business desired to be brought before the Annual Meeting and the reasons for conducting such business at the Annual Meeting; and (B) the text of the proposal to be voted on by stockholders

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(including the text of any resolutions proposed for consideration and, in the event that such business includes a proposal to amend the Bylaws, the language of the proposed amendment); and (ii) as to the stockholder giving notice and the beneficial owner, if any, on whose behalf the proposal is being made, (A) the name and address of such person; (B)(I) the class or series and number of all shares of capital stock of the Corporation that are Beneficially Owned or of record by such person and any affiliates or associates of such person, (II) the name of each nominee holder of shares of all capital stock of the Corporation Beneficially Owned but not of record by such person or any affiliates or associates of such person, and the number of such shares of capital stock of the Corporation held by each such nominee holder, (III) whether and the extent to which any derivative instrument, swap, option, warrant, short interest, hedge or profit interest or other transaction has been entered into by or on behalf of such person, or any affiliates or associates of such person, with respect to shares of capital stock of the Corporation and (IV) whether and the extent to which any other transaction, agreement, arrangement or understanding (including any short position or any borrowing or lending of shares of capital stock of the Corporation) has been made by or on behalf of such person, or any affiliates or associates of such person, the effect or intent of any of the foregoing being to mitigate loss to, or to manage risk or benefit of stock price changes for, such person, or any affiliates or associates of such person, or to increase or decrease the voting power or pecuniary or economic interest of such person, or any affiliates or associates of such person, with respect to capital stock of the Corporation; (C) a description of all agreements, arrangements, or understandings (whether written or oral) between or among such person, or any affiliates or associates of such person, and any other person or

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persons (including their names) in connection with the proposal of such business and any material interest of such person or any affiliates or associates of such person, in such business, including any anticipated benefit therefrom to such person, or any affiliates or associates of such person; (D) a representation that the stockholder giving notice intends to appear in person or by proxy at the Annual Meeting to bring such business before the meeting; and (E) any other information relating to such person that would be required to be disclosed in a proxy statement or other filing required to be made in connection with the solicitation of proxies by such person with respect to the proposed business to be brought by such person before the Annual Meeting pursuant to Section 14 of the Exchange Act, and the rules and regulations promulgated thereunder. In addition, the stockholder making such proposal shall promptly provide any other information reasonably requested by the Corporation.

A stockholder providing notice of business proposed to be brought before an Annual Meeting shall further update and supplement such notice, if necessary, so that the information provided or required to be provided in such notice pursuant to this Section 2.18 shall be true and correct as of the record date for determining the stockholders entitled to receive notice of the Annual Meeting and such update and supplement shall be delivered to or be mailed and received by the Secretary at the principal executive offices of the Corporation not later than five (5) business days after the record date for determining the stockholders entitled to receive notice of the Annual Meeting.

No business shall be conducted at the Annual Meeting of Stockholders except business brought before the Annual Meeting in accordance with the procedures set

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forth in this Section 2.18; provided, however, that, once business has been properly brought before the Annual Meeting in accordance with such procedures, nothing in this Section 2.18 shall be deemed to preclude discussion by any stockholder of any such business. If the chairman of an Annual Meeting determines that business was not properly brought before the Annual Meeting in accordance with the foregoing procedures, the chairman shall declare to the meeting that the business was not properly brought before the meeting and such business shall not be transacted.

Nothing contained in this Section 2.18 shall be deemed to affect any rights of stockholders to request inclusion of proposals in the Corporation’s proxy statement pursuant to Rule 14a-8 under the Exchange Act (or any successor provision of law).

Section 2.19 Nomination of Directors. Only persons who are nominated in accordance with the following procedures shall be eligible for election as directors of the Corporation, except as may be otherwise provided in the Certificate of Incorporation with respect to the right of holders of preferred stock of the Corporation to nominate and elect a specified number of directors in certain circumstances and except as otherwise provided under the Stockholders Agreement (as defined in Section 11.1). Nominations of persons for election to the Board of Directors may be made at any Annual Meeting of Stockholders, or at any Special Meeting of Stockholders called for the purpose of electing directors, (i) by or at the direction of the Board of Directors (or any duly authorized committee thereof) or (ii) by any stockholder of the Corporation (A) who is a stockholder of record on the date of the giving of the notice provided for in this Section 2.19 and on the record date for the determination of stockholders entitled to notice of and to vote at such Annual Meeting or Special Meeting and (B) who complies

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with the notice procedures set forth in this Section 2.19. This Section shall be the exclusive means for a stockholder to make nominations before a special meeting of stockholders (other than matters properly bought under Rule 14a-8 under the Exchange Act and included in the Corporation’s notice of meeting). Subject to Rule 14a-8 under the Exchange Act, nothing in these Bylaws shall be construed to permit any stockholder, or give any stockholder the right, to include or have disseminated or described in the Corporation’s proxy statement any nomination of director or directors.

In addition to any other applicable requirements, for a nomination to be made by a stockholder, such stockholder must have given timely notice thereof in proper written form to the Secretary of the Corporation.

To be timely, a stockholder’s notice to the Secretary must be delivered to or be mailed and received at the principal executive offices of the Corporation (i) in the case of an Annual Meeting, not less than ninety (90) days nor more than one hundred twenty (120) days prior to the anniversary date of the immediately preceding Annual Meeting of Stockholders; provided, however, that in the event that no annual meeting was held in the previous years, or the Annual Meeting is called for a date that is not within thirty (30) days before or after such anniversary date, notice by the stockholder in order to be timely must be so received not earlier than the opening of business one hundred twenty (120) days before the date of the annual meeting, and not later than the close of business on the tenth (10th) day following the day on which such notice of the date of the Annual Meeting was mailed or such public disclosure of the date of the Annual Meeting was made, whichever first occurs; and (ii) in the case of a Special Meeting of Stockholders called for the purpose of electing directors, not later than the

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close of business on the tenth (10th) day following the day on which notice of the date of the Special Meeting was mailed or public disclosure of the date of the Special Meeting was made, whichever first occurs. In no event shall the adjournment or postponement of an Annual Meeting or a Special Meeting called for the purpose of electing directors, or the public announcement of such an adjournment or postponement, commence a new time period (or extend any time period) for the giving of a stockholder’s notice as described above. In the event that the number of directors to be elected to the Board of Directors at an annual meeting of stockholders is increased and there is no public announcement by the Corporation naming the nominees for the additional directorships at least one hundred (100) days prior to the first anniversary of the date of the Corporation’s proxy statement released to stockholders in connection with the previous year’s annual meeting of stockholders, a stockholder’s notice required by this Section 2.19 shall also be considered timely, but only with respect to nominees for the additional directorships, if it shall be received by the Secretary at the principal executive offices of the Corporation not later than the close of business on the tenth (10^th) day following the day on which such public announcement is first made by the Corporation.

To be in proper written form, a stockholder’s notice to the Secretary must set forth the following information: (i) as to each person whom the stockholder proposes to nominate for election as a director (A) the name, age, business address and residence address of such person, (B) the principal occupation or employment of such person, (C)(I) the class or series and number of all shares of capital stock of the Corporation that are Beneficially Owned or of record by such person and any affiliates or associates of such person, (II) the name of each nominee holder of shares of all capital stock of the

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Corporation Beneficially Owned but not of record by such person or any affiliates or associates of such person, and the number of such shares of capital stock of the Corporation held by each such nominee holder, (III) whether and the extent to which any derivative instrument, swap, option, warrant, short interest, hedge or profit interest or other transaction has been entered into by or on behalf of such person, or any affiliates or associates of such person, with respect to shares of capital stock of the Corporation and (IV) whether and the extent to which any other transaction, agreement, arrangement or understanding (including any short position or any borrowing or lending of shares of capital stock of the Corporation) has been made by or on behalf of such person, or any affiliates or associates of such person, the effect or intent of any of the foregoing being to mitigate loss to, or to manage risk or benefit of stock price changes for, such person, or any affiliates or associates of such person, or to increase or decrease the voting power or pecuniary or economic interest of such person, or any affiliates or associates of such person, with respect to capital stock of the Corporation; and (D) any other information relating to such person that would be required to be disclosed in a proxy statement or other filings required to be made in connection with solicitations of proxies for election of directors pursuant to Section 14 of the Exchange Act, and the rules and regulations promulgated thereunder; and (ii) as to the stockholder giving the notice, and the beneficial owner, if any, on whose behalf the nomination is being made, (A) the name and record address of such person; (B)(I) the class or series and number of all shares of capital stock of the Corporation that are Beneficially Owned or of record by such person and any affiliates or associates of such person, (II) the name of each nominee holder of shares of the Corporation Beneficially Owned but not of record by such person or any

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affiliates or associates of such person, and the number of shares of capital stock of the Corporation held by each such nominee holder, (III) whether and the extent to which any derivative instrument, swap, option, warrant, short interest, hedge or profit interest or other transaction has been entered into by or on behalf of such person, or any affiliates or associates of such person, with respect to shares of capital stock of the Corporation and (IV) whether and the extent to which any other transaction, agreement, arrangement or understanding (including any short position or any borrowing or lending of shares of capital stock of the Corporation) has been made by or on behalf of such person, or any affiliates or associates of such person, the effect or intent of any of the foregoing being to mitigate loss to, or to manage risk or benefit of stock price changes for, such person, or any affiliates or associates of such person, or to increase or decrease the voting power or pecuniary or economic interest of such person, or any affiliates or associates of such person, with respect to capital stock of the Corporation; (C) a description of all agreements, arrangements, or understandings (whether written or oral) between such person, or any affiliates or associates of such person, and any proposed nominee or any other person or persons (including their names) pursuant to which the nomination(s) are being made by such person, and any material interest of such person, or any affiliates or associates of such person, in such nomination, including any anticipated benefit therefrom to such person, or any affiliates or associates of such person; (D) a representation that the stockholder giving notice intends to appear in person or by proxy at the Annual Meeting or Special Meeting to nominate the persons named in its notice; and (E) any other information relating to such person that would be required to be disclosed in a proxy statement or other filings required to be made in connection with the

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solicitation of proxies for election of directors pursuant to Section 14 of the Exchange Act and the rules and regulations promulgated thereunder. Such notice must be accompanied by a written consent of each proposed nominee to being named as a nominee and to serve as a director if elected.

A stockholder providing notice of any nomination proposed to be made at an Annual Meeting or Special Meeting shall further update and supplement such notice, if necessary, so that the information provided or required to be provided in such notice pursuant to this Section 2.19 shall be true and correct as of the record date for determining the stockholders entitled to receive notice of the Annual Meeting or Special Meeting, and such update and supplement shall be delivered to or be mailed and received by the Secretary at the principal executive offices of the Corporation not later than five (5) business days after the record date for determining the stockholders entitled to receive notice of such Annual Meeting or Special Meeting.

To be eligible to be a nominee for election or re-election by the stockholders as a director of the Corporation or to serve as a Director of the Corporation, a person must deliver (not later than the deadline prescribed in the foregoing) to the Secretary a written questionnaire with respect to the background and qualification of such person and, if applicable, the background of any other person on whose behalf the nomination is being made (which questionnaire shall be provided by the Secretary upon written request) and a written representation and agreement (in the form provided by the Secretary upon written request) that such person: (i) is not and will not become a party to any agreement, arrangement or understanding with, and has not given any commitment or assurance to, any person as to how such person, if elected as a director, will act or vote on

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any issue or question that has not been disclosed in such questionnaire; (ii) is not and will not become a party to any agreement, arrangement or understanding with any person other than the Corporation with respect to any direct or indirect compensation, reimbursement or indemnification in connection with service or action as a director that has not been disclosed in such questionnaire; and (iii) in such person’s individual capacity and on behalf of any person on whose behalf the nomination is being made, would be in compliance, if elected as a director, and will comply with, applicable law and all conflict of interest, confidentiality and other policies and guidelines of the Corporation (including the Corporation’s Corporate Governance Guidelines) applicable to directors generally and publicly available (whether on the Corporation’s website or otherwise) as of the date of such representation and agreement.

No person shall be eligible for election as a director of the Corporation unless nominated in accordance with the procedures set forth in this Section 2.19. If the chairman of the meeting determines that a nomination was not made in accordance with the foregoing procedures, the chairman shall declare to the meeting that the nomination was defective and such defective nomination shall be disregarded.

Section 2.20 Requirement to Appear. Notwithstanding anything to the contrary contained in Section 2.18 and Section 2.19, if the stockholder (or a qualified representative of the stockholder) does not appear at the annual or special meeting of stockholders of the Corporation to present a nomination or item of business, such proposed business shall not be transacted and such nomination shall be disregarded, notwithstanding that proxies in respect of such vote may have been received by the Corporation.

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ARTICLE III

DIRECTORS

Section 3.1 Number and Election of Directors. The Board of Directors shall consist of not less than three (3) nor more than eleven (11) members, the exact number of which shall be fixed from time to time by resolution adopted by the affirmative vote of a majority of the entire Board of Directors. The directors shall be divided into three (3) classes, designated Class I, Class II and Class III. Each class shall consist, as nearly as may be possible, of one-third of the total number of directors constituting the entire Board of Directors. The initial division of the Board of Directors into classes shall be made by the decision of the affirmative vote of a majority of the entire Board of Directors. The term of the initial Class I directors assigned at the time of the filing of the Certificate of Incorporation shall terminate on the date of the annual meeting of stockholders held in 2014; the term of the initial Class II directors assigned at the time of the filing of the Certificate of Incorporation shall terminate on the date of the annual meeting of stockholders held in 2015 ; and the term of the initial Class III directors assigned at the time of the filing of the Certificate of Incorporation shall terminate on the date of the annual meeting of stockholders held in 2016 or, in each case, upon such director’s earlier death, resignation or removal. At each succeeding annual meeting of stockholders beginning in 2014, successors to the class of directors whose term expires at that annual meeting shall be elected for a three-year term and until their successors are duly elected and qualified. If the number of directors is changed, any increase or decrease shall be apportioned among the classes so as to maintain the number of directors in each class as nearly equal as possible, and any additional director of any

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class elected to fill a vacancy shall hold office for a term that shall coincide with the remaining term of the other directors of that class, but in no case shall a decrease in the number of directors shorten the term of any incumbent director. Except as provided in Section 3.2 of this Article III, directors shall be elected by a plurality of the votes of the shares of capital stock of the Corporation present in person or represented by proxy and entitled to vote on the election of directors (“Voting Shares”) at any meeting of stockholders or in any action by written consent in lieu of such a meeting with respect to which (a) the Corporation receives a notice that a stockholder has nominated a person for election to the Board of Directors (including a notice that a stockholder seeks to include a nominee in the Corporation’s proxy materials pursuant to Rule 14a-11 under the Exchange Act) that was timely made in accordance with the applicable nomination periods provided in these Bylaws (or, in the case of a notice that a stockholder seeks to include a nominee in the Corporation’s proxy materials pursuant to Rule 14a-11 under the Exchange Act, the applicable notice periods provided in such rule), and (ii) such nomination or notice has not been withdrawn (and, in the case of a notice under Rule 14a-11, the Corporation has not determined that it will exclude such proposed nominee from its proxy materials) on or before the tenth (10^th) day before the Corporation first mails its initial proxy statement in connection with such election of directors; provided, however, that the determination that directors shall be elected by a plurality of the votes cast shall be determinative only as to the timeliness of a notice of nomination or notice under Rule 14a-11 and not otherwise as to its validity. If directors are to be elected by a plurality of the votes cast, stockholders shall not be permitted to vote against a nominee. Directors need not be stockholders.

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The Board of Directors shall present to the stockholders nominations of candidates for election to the Board of Directors (or recommend the election of such candidates as nominated by others) such that, and shall take such other corporate actions as may be reasonably required to provide that, to the best knowledge of the Board of Directors, if such candidates are elected by the stockholders, at least a majority of the members of the Board of Directors shall be Independent Directors (as hereinafter defined). The Board of Directors shall only elect any person to fill a vacancy on the Board of Directors if, to the best knowledge of the Board of Directors, after such person’s election at least a majority of the members of the Board of Directors shall be Independent Directors. The foregoing provisions of this paragraph shall not cause a director who, upon commencing his or her service as a member of the Board of Directors was determined by the Board of Directors to be an Independent Director but did not in fact qualify as such, or who by reason of any change in circumstances ceases to qualify as an Independent Director, from serving the remainder of the term as a director for which he or she was selected. Notwithstanding the foregoing provisions of this paragraph, no action of the Board of Directors shall be invalid by reason of the failure at any time of a majority of the members of the Board of Directors to be Independent Directors.

Section 3.2 Vacancies. Unless otherwise required by law or the Certificate of Incorporation, and subject to the terms of any one or more classes or series of preferred stock of the Corporation, (i) any vacancy on the Board of Directors that results from an increase in the number of directors may be filled by a majority of the Board of Directors then in office, provided that a quorum is present, and (ii) any other vacancy occurring on the Board of Directors, other than for a vacancy resulting from the

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removal of a director as provided in Section 3.6 which may be filled in the first instance by the stockholders, may be filled by a majority of the Board of Directors then in office, even if less than a quorum, by a sole remaining director. Any director of any class elected to fill a vacancy resulting from an increase in the number of directors of such class shall hold office for a term that shall coincide with the remaining term of that class. Any director elected to fill a vacancy not resulting from an increase in the number of directors shall have the same remaining term as that of his or her predecessor.

Section 3.3 Duties and Powers. The business and affairs of the Corporation shall be managed by or under the direction of the Board of Directors, which may exercise all such powers of the Corporation and do all such lawful acts and things as are not by statute or by the Certificate of Incorporation or by these Bylaws required to be exercised or done by the stockholders.

Section 3.4 Meetings. The Board of Directors and any committee thereof may hold meetings, both regular and special, either within or without the State of Delaware. Regular meetings of the Board of Directors or any committee thereof may be held without notice at such time and at such place as may from time to time be determined by the Board of Directors or such committee, respectively. Special meetings of the Board of Directors may be called by the Chairman, if there be one, the Chief Executive Officer, or by any two directors. Special meetings of any committee of the Board of Directors may be called by the chairman of such committee, if there be one, the Chief Executive Officer or any director serving on such committee. Notice thereof stating the place, date and hour of the special meeting shall be given to each director (or, in the case of a committee, to each member of such committee) either by mail not less

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than forty-eight (48) hours before the date of the meeting, by telephone, telegram or electronic means on twenty-four (24) hours’ notice, or on such shorter notice as the person or persons calling such meeting may deem necessary or appropriate in the circumstances. A notice of a special meeting of the Board of Directors need not specify the purpose of the meeting unless required by the Certificate of Incorporation or these Bylaws. Notice of any meeting of the Board shall not, however, be required to be given to any director who submits a signed waiver of notice, or waives notice of such meeting by electronic transmission, whether before or after the meeting, or if he or she shall be present at such meeting; and any meeting of the Board of Directors shall be a legal meeting without any notice thereof having been given if all the directors of the Corporation then in office shall be present thereat or shall have waived notice thereof.

The Independent Directors shall meet periodically without any member of management present and, except as the Independent Directors may otherwise determine, without any other director present to consider the overall performance of management and the performance of the role of the Independent Directors in the governance of the Corporation; such meetings shall be held in connection with a regularly scheduled meeting of the Board of Directors except as the Independent Directors shall otherwise determine.

Section 3.5 Organization. At each meeting of the Board of Directors or any committee thereof, the Chairman of the Board of Directors or the chairman of such committee, as the case may be, or, in his or her absence or if there be none, a director chosen by a majority of the directors present, shall act as chairman. Except as provided below, the Secretary of the Corporation shall act as secretary at each meeting of the

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Board of Directors and of each committee thereof. In case the Secretary shall be absent from any meeting of the Board of Directors or of any committee thereof, an Assistant Secretary shall perform the duties of secretary at such meeting; and in the absence from any such meeting of the Secretary and all the Assistant Secretaries, the chairman of the meeting may appoint any person to act as secretary of the meeting. Notwithstanding the foregoing, the members of each committee of the Board of Directors may appoint any person to act as secretary of any meeting of such committee and the Secretary or any Assistant Secretary of the Corporation may, but need not if such committee so elects, serve in such capacity.

Section 3.6 Resignations and Removals of Directors. Any director of the Corporation may resign from the Board of Directors or any committee thereof at any time, by giving notice in writing or electronic transmission to (i) the Chairman of the Board of Directors, if there be one, or to the Chief Executive Officer, if there is no Chairman of the Board, and (ii) the Secretary of the Corporation and, in the case of a committee, to the chairman of such committee, if there be one. Such resignation shall take effect at the time therein specified or, if no time is specified, immediately; and, unless otherwise specified in such notice, the acceptance of such resignation shall not be necessary to make it effective. Except as otherwise required by applicable law and subject to the rights, if any, of the holders of shares of preferred stock of the Corporation then outstanding, any director or the entire Board of Directors may be removed from office at any time, but only for cause and only by the affirmative vote of the holders of at least eighty (80%) of the voting power of the then issued and outstanding Voting Shares; provided, however, that for so long as the Fortress Stockholders, collectively, beneficially

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own at least thirty percent (30%) of the then issued and outstanding Voting Shares, any director or the entire Board of Directors may be removed from office at any time, with or without cause, by the affirmative vote of the holders of at least a majority of the voting power of the then issued and outstanding Voting Shares. The vacancy or vacancies in the Board of Directors caused by any such removal shall be filled as provided in Section 3.2. Any director serving on a committee of the Board of Directors may be removed from such committee at any time by the Board of Directors.

Section 3.7 Quorum. Except as otherwise required by law, the Certificate of Incorporation or the rules and regulations of any securities exchange on which the Corporation’s securities are listed and traded, at all meetings of the Board of Directors or any committee thereof, a majority of the entire Board of Directors or a majority of the directors constituting such committee, as the case may be, shall constitute a quorum for the transaction of business and the act of a majority of the directors or committee members present at any meeting at which there is a quorum shall be the act of the Board of Directors or such committee, as applicable. If a quorum shall not be present at any meeting of the Board of Directors or any committee thereof, the directors present thereat may adjourn the meeting from time to time, without notice other than announcement at the meeting of the time and place of the adjourned meeting, until a quorum shall be present.

Section 3.8 Action at Meeting. At any meeting of the Board of Directors at which a quorum is present (or such smaller number as may make a determination pursuant to Section 145 of the DGCL or any successor provision), business shall be transacted in such order and manner as the Board of Directors may from time to

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time determine, and all matters shall be determined by the vote of a majority of the directors present at such meeting at which there is a quorum, except as is required or provided by law, by the Certificate of Incorporation or by any other provision of these Bylaws.

Section 3.9 Actions of the Board by Written Consent. Unless otherwise provided in the Certificate of Incorporation or these Bylaws, any action required or permitted to be taken at any meeting of the Board of Directors or of any committee thereof may be taken without a meeting, if all the members of the Board of Directors or such committee, as the case may be, consent thereto in writing or by electronic transmission, and the writing or writings or electronic transmission or transmissions are filed with the minutes of proceedings of the Board of Directors or such committee. Action taken under this Section 3.9 is effective when the last director signs or delivers the consent, unless the consent specifies a different effective date. A consent signed or delivered under this Section 3.9 has the effect of a meeting vote and may be described as such in any document.

Section 3.10 Meetings by Means of Conference Telephone. Unless otherwise provided in the Certificate of Incorporation or these Bylaws, members of the Board of Directors, or any committee thereof, may participate in a meeting of the Board of Directors or such committee by means of a conference telephone or other communications equipment by means of which all persons participating in the meeting can hear each other, and participation in a meeting pursuant to this Section 3.10 shall constitute presence in person at such meeting.

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Section 3.11 Rules and Regulations. The Board of Directors may adopt such rules and regulations for the conduct of its meetings and the management of the affairs of the Corporation as it may deem proper, not inconsistent with the laws of the State of Delaware, the Certificate of Incorporation or the other provisions of these Bylaws.

Section 3.12 Committees.

(a) The Board of Directors shall appoint from among its members an audit committee, a compensation committee, a nominating and corporate governance committee and a compliance committee, each composed of at least two (2) directors, with such lawfully delegable powers and duties as it thereby confers. Each member of a committee must meet the requirements for membership, if any, imposed by applicable law and the rules and regulations of any securities exchange or quotation system on which the securities of the Corporation are listed or quoted for trading. Unless otherwise provided by the Certificate of Incorporation, the Board of Directors may from time to time elect from its members one or more other committees of the Board and may delegate thereto such lawfully delegable powers and duties as it thereby confers. All members of any committee of the Board of Directors shall serve at the pleasure of the Board of Directors, and the Board of Directors may abolish any such committee at any time. Any committee to which the Board of Directors delegates any of its powers or duties shall keep records of its meetings and shall report its actions to the Board of Directors. The Board of Directors shall have the power to rescind any action of any such committee, but no such rescission shall have retroactive effect.

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(b) Audit Committee. The audit committee (the “Audit Committee”) shall be composed of at least three (3) members of the Board of Directors. The Audit Committee shall assist the Board of Directors in overseeing the Corporation’s financial reporting and shall have such authority and responsibility as is provided in the Audit Committee’s charter (as hereinafter provided for) and, subject thereto, as is normally incident to the functioning of the audit committee of a publicly-traded company and shall perform the other functions provided to be performed by it by the Bylaws and such other functions as are from time to time assigned to it by the Board of Directors.

(c) Compensation Committee. The compensation committee (the “Compensation Committee”) shall assist the Board of Directors in overseeing the compensation of the Corporation’s officers, the Corporation’s employee stock option or other equity-based compensation plans and programs and the Corporation’s management compensation policies and shall have such authority and responsibility as is provided in the committee’s charter (as hereinafter provided for) and, subject thereto and subject to other direction of the Board of Directors, as is normally incident to the functioning of the compensation committee of a publicly-traded company and shall perform the other functions provided to be performed by it by the Bylaws and such other functions as are from time to time assigned to it by the Board of Directors. No member of the Compensation Committee shall be eligible to participate in any compensation plan or program of the Corporation or any subsidiary of the Corporation that is administered or overseen by the Compensation Committee. Unless reviewed and, if necessary, approved by the Compensation Committee, the Corporation shall not cause or permit any Subsidiary of the Corporation to pay or grant any compensation to any officer or employee of the Corporation which, if paid or granted by the Corporation, would require review or approval of the Compensation Committee.

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(d) Nominating and Corporate Governance Committee. The nominating and corporate governance committee (the “Nominating and Corporate Governance Committee”) (i) shall have authority and responsibility to recommend to the Board of Directors for approval the candidates to be recommended by the Board of Directors to the stockholders for election as directors of the Corporation or to be elected by the Board of Directors to fill a vacancy on the Board of Directors, who shall be such as to cause, if such candidates are elected, the composition of the Board of Directors to satisfy the requirements of the Certificate of Incorporation regarding director independence and the requirements of this section, (ii) shall advise the Board of Directors on its policies and procedures for carrying out its responsibilities and on the Corporation’s policies and procedures respecting shareholder participation in corporate governance and (iii) shall have such authority and responsibility as is provided in the Nominating and Corporate Governance Committee’s charter (as hereinafter provided for) and, subject thereto and subject to other direction of the Board of Directors, as is normally incident to the functioning of the nominating or governance committee of a publicly-traded company and (iv) shall perform the other functions provided to be performed by it by the Bylaws and such other functions as are from time to time assigned to it by the Board of Directors.

(e) Compliance Committee. The compliance committee (the “Compliance Committee”) (i) shall have authority and responsibility to oversee the Corporation’s compliance with applicable laws and regulations, (ii) shall monitor the

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Corporation’s efforts to implement compliance programs, policies, and procedures that are designed to be responsive to compliance and regulatory requirements, risks facing the Corporation and the Corporation’s internal policies, (iii) shall have such authority and responsibility as is provided in the Compliance Committee’s charter (as hereinafter provided for) and, subject thereto and subject to other direction of the Board of Directors, as is normally incident to the functioning of the compliance committee of a publicly-traded company and (iv) shall perform the other functions provided to be performed by it by the Bylaws and such other functions as are from time to time assigned to it by the Board of Directors.

(f) Committee Charters. The Board of Directors, by majority of the entire Board of Directors, shall approve a charter describing the purposes, functions and responsibilities of each standing committee of the Board of Directors (each, a “Board-approved Charter”). Each standing committee of the Board of Directors shall prepare and recommend to the Board of Directors for its approval the committee’s charter and shall, at least annually, review and report to the Board of Directors on the adequacy thereof. In addition to and without limiting the provisions of paragraphs (a) through (d) of this section, each standing committee of the Board of Directors shall have the authority and responsibility provided by its Board-approved charter, subject to further action by the Board of Directors, and no further authorization of the Board of Directors shall be necessary for actions by a committee within the scope of its charter. Any other committee of the Board of Directors may likewise prepare and recommend to the Board of Directors a charter for the committee and shall have the authority and responsibility provided by its Board-approved charter.

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(g) Committee Advisors and Resources. Each standing committee of the Board of Directors shall have the authority to retain, at the Corporation’s expense, such legal and other counsel and advisors as it determines to be necessary or appropriate to carry out its responsibilities within the scope of its charter. Each other committee of the Board of Directors shall have like authority to the extent provided by its charter or otherwise authorized by the Board of Directors. The Corporation shall pay the compensation of the independent auditor of the Corporation for all audit services, as approved by the Audit Committee, without need for further authorization.

(h) Alternate Members. The Board of Directors may designate one or more directors as alternate members of any committee, who may replace any absent or disqualified member at any meeting of any such committee. Subject to the rules and regulations of any securities exchange on which the securities of the Corporation are listed traded, in the absence or disqualification of a member of a committee, and in the absence of a designation by the Board of Directors of an alternate member to replace the absent or disqualified member, the member or members thereof present at any meeting and not disqualified from voting, whether or not such member or members constitute a quorum, may unanimously appoint another qualified member of the Board of Directors to act at the meeting in the place of any absent or disqualified member.

(i) Committee Powers. Any committee, to the extent permitted by law and provided in the resolution establishing such committee, shall have and may exercise all the powers and authority of the Board of Directors in the management of the business and affairs of the Corporation, and may authorize the seal of

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the Corporation to be affixed to all papers which may require it, but no such committee shall have the power or authority to (i) approve or adopt, or recommend to the stockholders, any action or matter (other than the election or removal of directors) required by the DGCL to be submitted to stockholders for approval; or (ii) adopt, amend or repeal the Bylaws of the Corporation. The Board of Directors shall have the power to rescind any action of any such committee, but no such rescission shall have retroactive effect.

(j) Committee Procedures. Each committee may determine the procedural rules for meeting and conducting its business and shall act in accordance therewith, except as otherwise provided herein or required by law. Adequate provision shall be made for notice to members of all meetings. A majority of the members shall constitute a quorum unless the committee shall consist of one (1) or two (2) members, in which event one member shall constitute a quorum; and all matters shall be determined by a majority vote of the members present. Notwithstanding anything to the contrary contained in this Article III, the resolution of the Board of Directors establishing any committee of the Board of Directors and/or the charter of any such committee may establish requirements or procedures relating to the governance and/or operation of such committee that are different from, or in addition to, those set forth in these Bylaws and, to the extent that there is any inconsistency between these Bylaws and any such resolution or charter, the terms of such resolution or charter shall be controlling.

(k) Modification, Termination and Removal. The Board, subject to the requirements specifically set forth in this Section 3.12, may at any time change, increase or decrease the number of members of a committee or terminate the

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existence of a committee. A director’s membership on a committee shall terminate on the date of his or her death or resignation, but the Board of Directors may at any time for any reason remove any individual committee member and the Board of Directors may, subject to any requirements specifically set forth in this Section 3.12, fill any committee vacancy created by death, resignation, removal or increase in the number of members of the committee.

Section 3.13 Compensation. The Board of Directors may establish reasonable compensation (including reasonable pensions, disability or death benefits, and other benefits or payments) of directors for services to the Corporation as directors, or may delegate such authority to an appropriate committee, irrespective of any personal interest of any of its members. The directors may be paid their expenses, if any, of attendance at each meeting of the Board of Directors and may be paid a fixed sum for attendance at each meeting of the Board of Directors in addition to a stated salary for service as director, payable in cash or securities. No such payment shall preclude any director from serving the Corporation in any other capacity and receiving compensation therefor. Members of special or standing committees may be allowed like compensation for service as committee members.

Section 3.14 Interested Directors. No contract or transaction between the Corporation and one or more of its directors or officers, or between the Corporation and any other corporation, partnership, association or other organization in which one or more of its directors or officers are directors or officers or have a financial interest, shall be void or voidable solely for this reason, or solely because the director or officer is present at or participates in the meeting of the Board of Directors or committee thereof

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which authorizes the contract or transaction, or solely because any such director’s or officer’s vote is counted for such purpose if: (i) the material facts as to the director’s or officer’s relationship or interest and as to the contract or transaction are disclosed or are known to the Board of Directors or the committee, and the Board of Directors or committee in good faith authorizes the contract or transaction by the affirmative votes of a majority of the disinterested directors, even though the disinterested directors be less than a quorum; or (ii) the material facts as to the director’s or officer’s relationship or interest and as to the contract or transaction are disclosed or are known to the stockholders entitled to vote thereon, and the contract or transaction is specifically approved in good faith by vote of the stockholders; or (iii) the contract or transaction is fair as to the Corporation as of the time it is authorized, approved or ratified by the Board of Directors, a committee thereof or the stockholders. Common or interested directors may be counted in determining the presence of a quorum at a meeting of the Board of Directors or of a committee which authorizes the contract or transaction.

Section 3.15 Chairman of the Board of Directors. The Chairman of the Board of Directors, if there be one, shall preside at all meetings of the stockholders and of the Board of Directors. The Chairman of the Board of Directors (who must be a director but is not required to be an employee of the Corporation) shall be designated by the Board of Directors and, except where by law the signature of the President is required, the Chairman of the Board of Directors shall possess the same power as the President to sign all contracts, certificates and other instruments of the Corporation that may be authorized by the Board of Directors. During the absence or disability of the President, the Chairman of the Board of Directors shall exercise all the powers and discharge all the

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duties of the President. The Chairman of the Board of Directors shall also perform such other duties and may exercise such other powers as may from time to time be assigned by these Bylaws or by the Board of Directors.

ARTICLE IV

OFFICERS

Section 4.1 General. The officers of the Corporation shall be chosen by the Board of Directors and shall include a Chief Executive Officer, a President, a Chief Financial Officer and a Secretary. The Board of Directors, in its discretion, also may choose a Treasurer and one or more Vice Presidents, Assistant Secretaries, Assistant Treasurers and other officers. Any number of offices may be held by the same person, unless otherwise prohibited by law, the Certificate of Incorporation or these Bylaws. The officers of the Corporation need not be (i) stockholders of the Corporation or (ii) directors of the Corporation. Whenever an officer or officers is absent, or whenever for any reason the Board of Directors may deem it desirable, the Board may delegate the powers and duties of any officer or officers to any director or directors. The Board of Directors may from time to time delegate the powers or duties of any officer to any other officers or agents, notwithstanding any other provision hereof.

Section 4.2 Election. The Board of Directors shall elect the officers of the Corporation who shall hold their offices for such terms and exercise such powers and perform such duties as shall be determined from time to time by the Board of Directors, except that the Chief Executive Officers may from time to time appoint one or more Vice Presidents, Assistant Secretaries, Assistant Treasurers or other officers. Each officer of the Corporation shall hold office until such officer’s successor is elected and qualified, or

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until such officer’s earlier death, resignation or removal. Any officer elected by the Board of Directors may be removed at any time by the Board of Directors, including by unanimous written consent. Any vacancy occurring in any office of the Corporation shall be filled by the Board of Directors.

Section 4.3 Salaries of Elected Officers. The salaries of all officers of the Corporation shall be fixed from time to time by the Board of Directors. An officer of the Corporation shall not be prevented from receiving compensation by reason of the fact that he or she is also a director of the Corporation.

Section 4.4 Voting Securities Owned by the Corporation. Powers of attorney, proxies, waivers of notice of meeting, consents and other instruments relating to securities owned by the Corporation may be executed in the name of and on behalf of the Corporation by the Chief Executive Officer, the President or any Vice President or any other officer authorized to do so by the Board of Directors and any such officer may, in the name of and on behalf of the Corporation, take all such action as any such officer may deem advisable to vote in person or by proxy at any meeting of security holders of any corporation in which the Corporation may own securities and at any such meeting shall possess and may exercise any and all rights and power incident to the ownership of such securities and which, as the owner thereof, the Corporation might have exercised and possessed if present. The Board of Directors may, by resolution, from time to time confer like powers upon any other person or persons.

Section 4.5 Chief Executive Officer. The Chief Executive Officer shall, subject to the control of the Board of Directors and if there be one, the Chairman of the Board, have general supervision of the affairs of the Corporation and general and active

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control of all its business. In the absence or disability of the Chairman of the Board of Directors, or if there be none, the Chief Executive Officer shall preside at all meetings of the stockholders and, provided the Chief Executive Officer is also a director, the Board of Directors. The Chief Executive Officer shall see that all orders and resolutions of the Board of Directors and the stockholders are carried into effect. The Chief Executive Officer shall have general authority to execute bonds, deeds and contracts in the name of the Corporation and affix the corporate seal thereto; to sign stock certificates; to cause the employment or appointment of such employees and agents of the Corporation as the proper conduct of operations may require, and to fix their compensation, subject to the provisions of these Bylaws; to remove or suspend any employee or agent who shall have been employed or appointed under the Chief Executive Officer’s authority or under authority of an officer subordinate to the Chief Executive Officer; to suspend for cause, pending final action by the authority which shall have elected or appointed the Chief Executive Officer, any officer subordinate to the Chief Executive Officer; and, in general, to exercise all the powers and authority usually appertaining to the chief executive officer of a corporation, except as otherwise provided in these Bylaws.

Section 4.6 President. The President shall, subject to the control of the Board of Directors and, if there be one, the Chairman of the Board of Directors, have general supervision of the business of the Corporation and shall see that all orders and resolutions of the Board of Directors are carried into effect. The President shall execute all bonds, mortgages, contracts and other instruments of the Corporation requiring a seal, under the seal of the Corporation, except where required or permitted by law to be otherwise signed and executed and except that the other officers of the Corporation may

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sign and execute documents when so authorized by these Bylaws, the Board of Directors or the President. If there be no Chairman of the Board of Directors, or if the Board of Directors shall otherwise designate, the President shall be the Chief Executive Officer of the Corporation. The President shall also perform such other duties and may exercise such other powers as may from time to time be assigned to such officer by these Bylaws or by the Board of Directors.

Section 4.7 Vice Presidents. At the request of the President or in the President’s absence or in the event of the President’s inability or refusal to act (and if there be no Chairman of the Board of Directors), the Vice President, or the Vice Presidents if there are more than one (in the order designated by the Board of Directors), shall perform the duties of the President, and when so acting, shall have all the powers of and be subject to all the restrictions upon the President. Each Vice President shall perform such other duties and have such other powers as the Board of Directors from time to time may prescribe. If there be no Chairman of the Board of Directors and no Vice President, the Board of Directors shall designate the officer of the Corporation who, in the absence of the President or in the event of the inability or refusal of the President to act, shall perform the duties of the President, and when so acting, shall have all the powers of and be subject to all the restrictions upon the President.

Section 4.8 Secretary. Except as otherwise provided herein, the Secretary shall record all the proceedings of meetings of the Board of Directors and all meetings of the stockholders in a book or books to be kept for that purpose, and the Secretary shall also perform like duties for committees of the Board of Directors when required. The Secretary shall give, or cause to be given, notice of all meetings of the

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stockholders and special meetings of the Board of Directors, and shall perform such other duties as may be prescribed by the Board of Directors, the Chairman of the Board of Directors or the President, under whose supervision the Secretary shall be. If the Secretary shall be unable or shall refuse to cause to be given notice of all meetings of the stockholders and special meetings of the Board of Directors, and if there be no Assistant Secretary, then either the Board of Directors or the President may choose another officer to cause such notice to be given. The Secretary shall have custody of the seal of the Corporation and the Secretary or any Assistant Secretary, if there be one, shall have authority to affix the same to any instrument requiring it and when so affixed, it may be attested by the signature of the Secretary or by the signature of any such Assistant Secretary. The Board of Directors may give general authority to any other officer to affix the seal of the Corporation and to attest to the affixing by such officer’s signature. The Secretary shall see that all books, reports, statements, certificates and other documents and records required by law to be kept or filed are properly kept or filed, as the case may be.

Section 4.9 Chief Financial Officer. The Chief Financial Officer shall, subject to the control of the Board of Directors, and if there be one, the Chairman of the Board, the Chief Executive Officer and President, keep full and accurate accounts of receipts and disbursements in books belonging to the Corporation and shall deposit all monies and other valuable effects in the name and to the credit of the Corporation in such depositories as shall be designated by the Board of Directors or, in the absence of such designation in such depositories, as the Chief Financial Officer shall from time to time deem proper. The Chief Financial Officer shall be the treasurer of the Corporation, unless

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a Treasurer shall be appointed. The Chief Financial Officer, Treasurer or Assistant Chief Financial Officer, shall sign all stock certificates as treasurer of the Corporation. The Chief Financial Officer shall disburse the funds of the Corporation as shall be ordered by the Board of Directors, taking proper vouchers for such disbursements, shall promptly render to the Chief Executive Officer and to the Board of Directors such statements of his or her transactions and accounts as the Chief Executive Officer and Board of Directors respectively may from time to time require, and in general, shall exercise all the powers and authority usually appertaining to the chief financial officer of a corporation, except as otherwise provided in these Bylaws.

Section 4.10 Other Officers. Such other officers as the Board of Directors may choose shall perform such duties and have such powers as from time to time may be assigned to them by the Board of Directors. The Board of Directors may delegate to any other officer of the Corporation the power to appoint such other officers and to prescribe their respective duties and powers.

Section 4.11 Resignation. Any officer may resign by delivering his or her written resignation to the Corporation at its principal office, and such resignation shall be effective upon receipt unless it is specified to be effective at a later time. If a resignation is made effective at a later date and the Corporation accepts the future effective date, the Board of Directors may fill the pending vacancy before the effective date if the Board of Directors provides that the successor shall not take office until the effective date. An officer’s resignation shall not affect the Corporation’s contract rights, if any, with the officer.

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Section 4.12 Removal. The Board of Directors may remove any officer with or without cause. Nothing herein shall limit the power of any officer to discharge any subordinate.

ARTICLE V

STOCK

Section 5.1 Form of Certificates. Except as otherwise provided in a resolution approved by the Board of Directors, all shares of capital stock of the Corporation issued after [—], 2013 shall be uncertificated shares.

Section 5.2 Signatures. Any or all of the signatures on a certificate may be a facsimile. In case any officer, transfer agent or registrar who has signed or whose facsimile signature has been placed upon a certificate shall have ceased to be such officer, transfer agent or registrar before such certificate is issued, it may be issued by the Corporation with the same effect as if such person were such officer, transfer agent or registrar at the date of issue.

Section 5.3 Lost Certificates. The Board of Directors may direct a new certificate or uncertificated shares be issued in place of any certificate theretofore issued by the Corporation alleged to have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the person claiming the certificate of stock to be lost, stolen or destroyed. When authorizing such issuance of a new certificate or uncertificated shares, the Board of Directors may, in its discretion and as a condition precedent to the issuance thereof, require the owner of such lost, stolen or destroyed certificate, or such owner’s legal representative, to advertise the same in such manner as the Board of Directors shall require and/or to give the Corporation a bond in such sum as it may direct as indemnity,

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or provide a written undertaking to indemnify, against any claim that may be made against the Corporation on account of the alleged loss, theft or destruction of such certificate or the issuance of such new certificate or uncertificated shares.

Section 5.4 Transfers. Stock of the Corporation shall be transferable in the manner prescribed by applicable law and in these Bylaws. Transfers of stock shall be made on the books of the Corporation, and in the case of certificated shares of stock, only by the person named in the certificate or by such person’s attorney lawfully constituted in writing and upon the surrender of the certificate therefor, properly endorsed or accompanied by a written assignment and power of attorney properly executed for transfer and payment of all necessary transfer taxes; or, in the case of uncertificated shares of stock, upon receipt of proper transfer instructions from the registered holder of the shares or by such person’s attorney lawfully constituted in writing, and upon payment of all necessary transfer taxes and compliance with appropriate procedures for transferring shares in uncertificated form; provided, however, that such surrender and endorsement, compliance or payment of taxes shall not be required in any case in which any of the officers of the Corporation shall determine to waive such requirement. With respect to certificated shares of stock, every certificate exchanged, returned or surrendered to the Corporation shall be marked “Cancelled,” with the date of cancellation, by the Secretary or Assistant Secretary of the Corporation or the transfer agent thereof. No transfer of stock shall be valid as against the Corporation for any purpose until it shall have been entered in the stock records of the Corporation by an entry showing from and to whom transferred.

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Section 5.5 Record Owners. The Corporation shall be entitled to recognize the exclusive right of a person registered on its books as the owner of shares to receive dividends, and to vote as such owner, and to hold liable for calls and assessments a person registered on its books as the owner of shares, and shall not be bound to recognize any equitable or other claim to or interest in such share or shares on the part of any other person, whether or not it shall have express or other notice thereof, except as otherwise required by law.

Section 5.6 Transfer and Registry Agents. The Corporation may from time to time maintain one or more transfer offices or agencies and registry offices or agencies at such place or places as may be determined from time to time by the Board of Directors.

Section 5.7 Regulations. The issue, transfer, conversion and registration of certificates of stock shall be governed by such other regulations as the Board of Directors may establish.

ARTICLE VI

NOTICES

Section 6.1 Notices. Whenever written notice is required by law, the Certificate of Incorporation or these Bylaws, to be given to any director, member of a committee or stockholder, such notice may be given by mail, addressed to such director, member of a committee or stockholder, at such person’s address as it appears on the records of the Corporation, with postage thereon prepaid, and such notice shall be deemed to be given at the time when the same shall be deposited in the United States mail. Without limiting the manner by which notice otherwise may be given effectively to

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stockholders, any notice to stockholders given by the Corporation under applicable law, the Certificate of Incorporation or these Bylaws shall be effective if given by a form of electronic transmission if consented to by the stockholder to whom the notice is given. Any such consent shall be revocable by the stockholder by written notice to the Corporation. Any such consent shall be deemed to be revoked if (i) the Corporation is unable to deliver by electronic transmission two (2) consecutive notices by the Corporation in accordance with such consent and (ii) such inability becomes known to the Secretary or Assistant Secretary of the Corporation or to the transfer agent, or other person responsible for the giving of notice; provided, however, that the inadvertent failure to treat such inability as a revocation shall not invalidate any meeting or other action. Notice given by electronic transmission, as described above, shall be deemed given: (i) if by facsimile telecommunication, when directed to a number at which the stockholder has consented to receive notice; (ii) if by electronic mail, when directed to an electronic mail address at which the stockholder has consented to receive notice; (iii) if by a posting on an electronic network, together with separate notice to the stockholder of such specific posting, upon the later of (A) such posting and (B) the giving of such separate notice; and (iv) if by any other form of electronic transmission, when directed to the stockholder. An affidavit of the mailing or other means of giving any notice of any stockholders’ meeting, executed by the Secretary, an Assistant Secretary or any transfer agent of the Corporation giving the notice, shall be prima facie evidence of the giving of such notice or report. Notice shall be deemed to have been given to all stockholders of record who share an address if notice is given in accordance with the “householding” rules set forth in Rule 14a-3(e) under the Exchange Act, and Section 233 of the DGCL. Notice to directors or committee members may be given personally or by telegram, telex, cable or other means of electronic transmission.

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Section 6.2 Waivers of Notice. Whenever any notice is required by applicable law, the Certificate of Incorporation or these Bylaws, to be given to any director, member of a committee or stockholder, a waiver thereof in writing, signed by the person or persons entitled to notice, or a waiver by electronic transmission by the person or persons entitled to notice, or a waiver by electronic transmission by the person or persons entitled to notice whether before or after the time stated therein, shall be deemed equivalent thereto. Attendance of a person at a meeting, present in person or represented by proxy, shall constitute a waiver of notice of such meeting, except where the person attends the meeting for the express purpose of objecting at the beginning of the meeting to the transaction of any business because the meeting is not lawfully called or convened. Neither the business to be transacted at, nor the purpose of, any Annual or Special Meeting of Stockholders or any regular or special meeting of the directors or members of a committee of directors need be specified in any written waiver of notice unless so required by law, the Certificate of Incorporation or these Bylaws.

ARTICLE VII

GENERAL PROVISIONS

Section 7.1 Dividends.

(a) Dividends upon the capital stock of the Corporation, subject to the requirements of the DGCL and the provisions of the Certificate of Incorporation, if any, may be declared by the Board of Directors at any regular or special meeting of the Board of Directors (or any action by written consent in lieu thereof in

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accordance with Section 3.9 of Article III hereof), and may be paid in cash, in property, or in shares of the Corporation’s capital stock. Before payment of any dividend, there may be set aside out of any funds of the Corporation available for dividends such sum or sums as the Board of Directors from time to time, in its discretion, deems proper as a reserve or reserves to meet contingencies, or for purchasing any of the shares of capital stock, warrants, rights, options, bonds, debentures, notes, scrip or other securities or evidences of indebtedness of the Corporation, or for equalizing dividends, or for repairing or maintaining any property of the Corporation, or for any proper purpose, and the Board of Directors may modify or abolish any such reserve.

(b) In order that the Corporation may determine the stockholders entitled to receive payment of any dividend or other distribution or allotment of any rights or the stockholders entitled to exercise any rights in respect of any change, conversion or exchange of stock, or for the purpose of any other lawful action, the Board of Directors may fix a record date, which record date shall not precede the date upon which the resolution fixing the record date is adopted, and which record date shall be not more than sixty (60) days prior to such action. If no record date is fixed, the record date for determining stockholders for any such purpose shall be at the close of business on the day on which the Board of Directors adopts the resolution relating thereto.

Section 7.2 Disbursements. All checks or demands for money and notes of the Corporation shall be signed by such officer or officers or such other person or persons as the Board of Directors may from time to time designate.

Section 7.3 Fiscal Year. The fiscal year of the Corporation shall be fixed by resolution of the Board of Directors. If the Board makes no determination to the contrary, the fiscal year of the Corporation shall be the twelve months ending with December 31 in each year.

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Section 7.4 Corporate Seal. The corporate seal shall have inscribed thereon the name of the Corporation, the year of its organization and the words “Corporate Seal, Delaware”. The seal may be used by causing it or a facsimile thereof to be impressed or affixed or reproduced or otherwise. If and when so directed by the Board of Directors or a committee thereof, duplicates of the seal (the original of which shall be kept with the Secretary) may be kept and used by the Treasurer or by an Assistant Treasurer or Assistant Secretary (if there be such officers appointed).

Section 7.5 Records to be Kept.

(a) The Corporation shall keep as permanent records minutes of all meetings of its stockholders and Board of Directors, a record of all actions taken by the stockholders or Board of Directors without a meeting, and a record of all actions taken by a committee of the Board of Directors in place of the Board of Directors on behalf of the Corporation. The Corporation or its agent shall maintain a record of its stockholders, in a form that permits preparation of a list of the names and addresses of all stockholders, in alphabetical order by class or series of shares showing the number and class or series of shares held by each. The Corporation shall maintain its records in written form or in another form capable of conversion into written form within a reasonable time.

(b) The Corporation shall keep within the State of Delaware a copy of such records at its principal office or an office of its transfer agent or of its Secretary or Assistant Secretary or of its registered agent as may be required by law.

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Section 7.6 Execution of Instruments. The Board of Directors may authorize, or provide for the authorization of, officers, employees or agents to enter into any contract or execute and deliver any instrument in the name and on behalf of the Corporation. Any such authorization must be in writing or by electronic transmission and may be general or limited to specific contracts or instruments.

Section 7.7 Certificate of Incorporation. All references in these Bylaws to the Certificate of Incorporation shall be deemed to refer to the Certificate of Incorporation of the Corporation, as amended and in effect from time to time, including any certificate of designations in effect from time to time with respect to Preferred Stock.

Section 7.8 Construction. The words “include” and “including” and similar terms shall be deemed to be followed by the words “without limitation.” Whenever used in these Bylaws, any noun or pronoun shall be deemed to include the plural as well as the singular and to cover all genders. Any reference in these Bylaws to provision of any statute shall be deemed to include any successor provision. Unless the context otherwise requires, the term “person” shall be deemed to include any natural person or any corporation, organization or other entity.

ARTICLE VIII

INDEMNIFICATION

Section 8.1 Power to Indemnify in Actions, Suits or Proceedings other than Those by or in the Right of the Corporation. Subject to Section 8.3 of this Article VIII, the Corporation shall indemnify and hold harmless to the fullest extent authorized by Delaware law any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal,

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administrative or investigative (other than an action by or in the right of the Corporation), by reason of the fact that such person is or was a director or officer of the Corporation, or is or was a director or officer of the Corporation serving at the request of the Corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, whether the basis of such proceeding is alleged action in an official capacity as a director or officer or in any other capacity while serving in such official capacity, against expenses (including attorneys’ fees), liability, loss, judgments, fines, penalties and amounts paid in settlement actually and reasonably incurred by such person in connection with such action, suit or proceeding if such person acted in good faith and in a manner such person reasonably believed to be in or not opposed to the best interests of the Corporation, and, with respect to any criminal action or proceeding, had no reasonable cause to believe such person’s conduct was unlawful. The termination of any action, suit or proceeding by judgment, order, settlement, conviction, or upon a plea of nolo contendere or its equivalent, shall not, of itself, create a presumption that the person did not act in good faith and in a manner which such person reasonably believed to be in or not opposed to the best interests of the Corporation, and, with respect to any criminal action or proceeding, had reasonable cause to believe that such person’s conduct was unlawful.

Section 8.2 Power to Indemnify in Actions, Suits or Proceedings by or in the Right of the Corporation. Subject to Section 8.3 of this Article VIII, the Corporation shall indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action or suit by or in the right of the Corporation to procure a judgment in its favor by reason of the fact that such person is or

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was a director or officer of the Corporation, or is or was a director or officer of the Corporation serving at the request of the Corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, whether the basis of such proceeding is alleged action in an official capacity as a director or officer or in any other capacity while serving in such official capacity, against expenses (including attorneys’ fees) actually and reasonably incurred by such person in connection with the defense or settlement of such action or suit if such person acted in good faith and in a manner such person reasonably believed to be in or not opposed to the best interests of the Corporation; except that no indemnification shall be made in respect of any claim, issue or matter as to which such person shall have been adjudged to be liable to the Corporation unless and only to the extent that the Court of Chancery of the State of Delaware or the court in which such action or suit was brought shall determine upon application that, despite the adjudication of liability but in view of all the circumstances of the case, such person is fairly and reasonably entitled to indemnity for such expenses that the Court of Chancery or such other court shall deem proper.

Section 8.3 Authorization of Indemnification. Any indemnification under this Article VIII (unless ordered by a court) shall be made by the Corporation only as authorized in the specific case upon a determination that indemnification of the present or former director or officer is proper in the circumstances because such person has met the applicable standard of conduct set forth in Section 8.1 or Section 8.2 of this Article VIII, as the case may be. Such determination shall be made, with respect to a person who is a director or officer at the time of such determination, (i) by a majority vote of the directors who are not parties to such action, suit or proceeding, even though less than a

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quorum, or (ii) by a committee of such directors designated by a majority vote of such directors, even though less than a quorum, or (iii) if there are no such directors, or if such directors so direct, by independent legal counsel in a written opinion or (iv) by the stockholders. Such determination shall be made, with respect to former directors and officers, by any person or persons having the authority to act on the matter on behalf of the Corporation. To the extent, however, that a present or former director or officer of the Corporation has been successful on the merits or otherwise in defense of any action, suit or proceeding described above, or in defense of any claim, issue or matter therein, such person shall be indemnified against expenses (including attorneys’ fees) actually and reasonably incurred by such person in connection therewith, without the necessity of authorization in the specific case.

Section 8.4 Good Faith Defined. For purposes of any determination under Section 8.3 of this Article VIII, a person shall be deemed to have acted in good faith and in a manner such person reasonably believed to be in or not opposed to the best interests of the Corporation, or, with respect to any criminal action or proceeding, to have had no reasonable cause to believe such person’s conduct was unlawful, if such person’s action is based on the records or books of account of the Corporation or another enterprise, or on information supplied to such person by the officers of the Corporation or another enterprise in the course of their duties, or on the advice of legal counsel for the Corporation or another enterprise or on information or records given or reports made to the Corporation or another enterprise by an independent certified public accountant or by an appraiser or other expert selected with reasonable care by the Corporation or another enterprise. The provisions of this Section 8.4 shall not be deemed to be exclusive or to

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limit in any way the circumstances in which a person may be deemed to have met the applicable standard of conduct set forth in Section 8.1 or Section 8.2 of this Article VIII, as the case may be.

Section 8.5 Indemnification by a Court. Notwithstanding any contrary determination in the specific case under Section 8.3 of this Article VIII, and notwithstanding the absence of any determination thereunder, any director or officer may apply to the Court of Chancery of the State of Delaware or any other court of competent jurisdiction in the State of Delaware for indemnification to the extent otherwise permissible under Section 8.1 or Section 8.2 of this Article VIII. The basis of such indemnification by a court shall be a determination by such court that indemnification of the director or officer is proper in the circumstances because such person has met the applicable standard of conduct set forth in Section 8.1 or Section 8.2 of this Article VIII, as the case may be. Neither a contrary determination in the specific case under Section 8.3 of this Article VIII nor the absence of any determination thereunder shall be a defense to such application or create a presumption that the director or officer seeking indemnification has not met any applicable standard of conduct. Notice of any application for indemnification pursuant to this Section 8.5 shall be given to the Corporation promptly upon the filing of such application. If successful, in whole or in part, the director or officer seeking indemnification shall also be entitled to be paid the expense of prosecuting such application; provided, however, that such >notice shall not be a requirement for an award of or a determination of entitlement to indemnification or advancement of expenses.

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Section 8.6 Expenses Payable in Advance. To the fullest extent authorized by Delaware law, expenses (including attorneys’ fees and other professionals’ fees and disbursements and court costs) incurred by a director or officer in defending any civil, criminal, administrative or investigative action, suit or proceeding shall be paid by the Corporation in advance of the final disposition of such action, suit or proceeding upon receipt of an undertaking by or on behalf of such director or officer to repay such amount if it shall ultimately be determined that such person is not entitled to be indemnified by the Corporation as authorized in this Article VIII. Such expenses (including attorneys’ fees) incurred by former directors and officers or other employees and agents may be so paid upon such terms and conditions, if any, as the Corporation deems appropriate.

Section 8.7 Non-exclusivity of Indemnification and Advancement of Expenses. The indemnification and advancement of expenses provided by, or granted pursuant to, this Article VIII shall not be deemed exclusive of any other rights to which those seeking indemnification or advancement of expenses may be entitled under the Certificate of Incorporation, these Bylaws, any agreement, vote of stockholders or disinterested directors or otherwise, both as to action in such person’s official capacity and as to action in another capacity while holding such office, it being the policy of the Corporation that indemnification of and advancement of expenses to the persons specified in Section 8.1 and Section 8.2 of this Article VIII shall be made to the fullest extent permitted by law, including as a result of any amendment of the DGCL expanding the right of corporations to indemnify and advance expenses. The provisions of this Article VIII shall not be deemed to preclude the indemnification of any person who is not specified in Section 8.1 or Section 8.2 of this Article VIII but whom the Corporation has

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the power or obligation to indemnify under the provisions of the DGCL, or otherwise. The Corporation’s obligation, if any, to indemnify, to hold harmless, or to provide advancement of expenses to any indemnitee who was or is serving at its request as a director, officer, employee, agent or manager of another corporation, partnership, limited liability company, joint venture, trust or other enterprise or nonprofit entity (including service with respect to an employee benefit plan) shall be reduced by any amount such indemnitee actually collects as indemnification, holding harmless, or advancement of expenses from such other corporation, partnership, limited liability company, joint venture, trust or other enterprise nonprofit entity.

Section 8.8 Insurance. The Corporation may, but shall not be required, to purchase and maintain at its expense insurance on behalf of any person who is or was a director or officer of the Corporation, or is or was a director or officer of the Corporation serving at the request of the Corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise against any liability asserted against such person and incurred by such person in any such capacity, or arising out of such person’s status as such, whether or not the Corporation would have the power or the obligation to indemnify such person against such liability under the provisions of this Article VIII or Delaware law. Nothing contained in this Article VIII shall prevent the Corporation from entering into with any person any agreement that provides independent indemnification, hold harmless or exoneration rights to such person or further regulates the terms on which indemnification, hold harmless or exoneration rights are to be provided to such person or provides independent assurance of the Corporation’s obligation to indemnify, hold harmless and/or exonerate such person,

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whether or not such indemnification, hold harmless or exoneration rights are on the same or different terms than provided for by this Article VIII or is in respect of such person acting in any other capacity, and nothing contained herein shall be exclusive of, or a limitation on, any right to indemnification, to be held harmless, to exoneration or to advancement of expenses to which any person is otherwise entitled. The Corporation may create a trust fund, grant a security interest or use other means (including a letter of credit) to ensure the payment of such amounts as may be necessary to effect indemnification and the advancement of expenses as provided in this Article VIII.

Section 8.9 Certain Definitions. For purposes of this Article VIII, references to the “Corporation” shall include, in addition to the resulting corporation, any constituent corporation (including any constituent of a constituent) absorbed in a consolidation or merger which, if its separate existence had continued, would have had power and authority to indemnify its directors or officers, so that any person who is or was a director or officer of such constituent corporation, or is or was a director or officer of such constituent corporation serving at the request of such constituent corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, shall stand in the same position under the provisions of this Article VIII with respect to the resulting or surviving corporation as such person would have with respect to such constituent corporation if its separate existence had continued. The term “another enterprise” as used in this Article VIII shall mean any other corporation or any partnership, joint venture, trust, employee benefit plan or other enterprise of which such person is or was serving at the request of the Corporation as a director, officer, employee or agent. For purposes of this Article VIII, references to

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“fines” shall include any excise taxes assessed on a person with respect to an employee benefit plan; and references to “serving at the request of the Corporation” shall include any service as a director, officer, employee or agent of the Corporation that imposes duties on, or involves services by, such director or officer with respect to an employee benefit plan, its participants or beneficiaries; and a person who acted in good faith and in a manner such person reasonably believed to be in the interest of the participants and beneficiaries of an employee benefit plan shall be deemed to have acted in a manner “not opposed to the best interests of the Corporation” as referred to in this Article VIII.

Section 8.10 Survival of Indemnification and Advancement of Expenses. The indemnification and advancement of expenses provided by, or granted pursuant to, this Article VIII shall, unless otherwise provided when authorized or ratified, continue as to a person who has ceased to be a director or officer and shall inure to the benefit of the heirs, executors and administrators of such a person.

Section 8.11 Contractual Rights. The rights conferred upon any person in this Article VIII shall be contract rights and such rights shall continue as to any person who has ceased to be a director, officer, employee, trustee or agent, and shall inure to the benefit of such person’s heirs, executors and administrators. A right to indemnification or to advancement of expenses arising under any provision of this Article VIII shall not be eliminated or impaired by an amendment, alteration or repeal of any provision of the Bylaws of this Corporation after the occurrence of the act or omission that is the subject of the proceeding for which indemnification or advancement of expenses is sought (even in the case of a proceeding based on such a state of facts that is commenced after such time).

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Section 8.12 Limitation on Indemnification. Notwithstanding anything contained in this Article VIII to the contrary, except for proceedings to enforce rights to indemnification (which shall be governed by Section 8.5 of this Article VIII), the Corporation shall not be obligated to indemnify any director or officer (or his or her heirs, executors or personal or legal representatives) or advance expenses in connection with a proceeding (or part thereof) initiated by such person unless such proceeding (or part thereof) was authorized or consented to by the Board of Directors.

Section 8.13 Indemnification of Employees and Agents. Subject to applicable law, the Corporation may, to the extent authorized from time to time by the Board of Directors, provide rights to indemnification and to the advancement of expenses to employees and agents of the Corporation similar to those conferred in this Article VIII to directors and officers of the Corporation.

Section 8.14 Severability. If this Article VIII or any portion hereof shall be invalidated or held to be unenforceable on any ground by any court of competent jurisdiction, the decision of which shall not have been reversed on appeal, this Article VIII shall be deemed to be modified to the minimum extent necessary to avoid a violation of law and, as so modified, this Article and the remaining provisions hereof shall remain valid and enforceable in accordance with their terms to the fullest extent permitted by law.

ARTICLE IX

AMENDMENTS

Section 9.1 Amendments.

(a) Subject to Section 9.1(b) below, these Bylaws may be altered, amended or repealed, in whole or in part, either (i) without the approval of the

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Board of Directors, by the affirmative vote of the holders of at least sixty-six and two-thirds percent (66 2/3%) of the voting power of the then issued and outstanding shares of capital stock of the Corporation entitled to vote thereon; provided, however, that at any time the Fortress Stockholders, collectively, beneficially own at least twenty percent (20)% of the then issued and outstanding of capital stock of the Corporation entitled to vote, any such alterations, amendments, repeals or adoptions may be approved by the affirmative vote of the holders of at least a majority of the voting power of the then issued and outstanding shares of capital stock of the Corporation entitled to vote thereon or (ii) by the affirmative vote of a majority of the entire Board of Directors; provided, however, that notice of such alteration, amendment, repeal or adoption of new Bylaws be contained in the notice of such meeting (if there is one) of the stockholders or Board of Directors, as the case may be.

(b) Notwithstanding Section 9.1(a), or any other provision of these Bylaws (and in addition to any other vote that may be required by law), (i) any amendment, alteration or repeal, in whole or in part, of Section 2.3 (Special Meetings), Section 2.11 (Consent of Stockholders in Lieu of Meeting), Section 3.1 (Number and Election of Directors), Section 3.2 (Vacancies), Section 3.3 (Duties and Powers), Section 3.6 (Resignations and Removals of Directors), this Article IX and Article XI (Definitions) (collectively, the “Specified Bylaws”) (which, for the avoidance of doubt, would include the adoption of any provision as part of these Bylaws that is inconsistent with the purpose and intent of the Specified Bylaws) shall require the affirmative vote of the holders of at least eighty (80%) of the voting power of the then issued and outstanding shares of capital stock of the Corporation entitled to vote thereon, in addition to any amendment to

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the Certificate of Incorporation that may be required, and (ii) the ability of the Board of Directors to amend, alter, repeal, or adopt any provision as part of these Bylaws inconsistent with the purpose and intent of the Specified Bylaws is hereby specifically denied; provided, however, that at any time that the Fortress Stockholders, collectively, beneficially own at least twenty (20%) of the voting power of the issued and outstanding shares of capital stock entitled to vote thereon, the Specified Bylaws may be amended, altered or repealed, in whole or in part, by the affirmative vote of a majority of the entire Board of Directors (and, for the avoidance of doubt, without approval of the stockholders).

ARTICLE X

EMERGENCY BYLAWS

Section 10.1 Emergency Board of Directors. In case of an attack on the United States or on a locality in which the Corporation conducts its business or customarily holds meetings of the Board of Directors or its stockholders, or during any nuclear or atomic disaster, or during the existence of any catastrophe, or other similar emergency condition, as a result of which a quorum of the Board of Directors or a committee thereof cannot readily be convened for action in accordance with the provisions of the Bylaws, the business and affairs of the Corporation shall be managed by or under the direction of an Emergency Board of Directors (hereinafter called the “Emergency Board”) established in accordance with Section 10.2.

Section 10.2 Membership of Emergency Board of Directors. The Emergency Board shall consist of at least three of the following persons present or available at the Emergency Corporate Headquarters determined according to Section 10.5:

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(a) those persons who were directors at the time of the attack or other event mentioned in Section 10.1, and (b) any other persons appointed by such directors to the extent required to provide a quorum at any meeting of the Board of Directors. If there are no such directors present or available at the Emergency Corporate Headquarters, the Emergency Board shall consist of the three highest-ranking officers or employees of the Corporation present or available and any other persons appointed by them.

Section 10.3 Powers of the Emergency Board. The Emergency Board will have the same powers as those granted to the Board of Directors in these Bylaws, but will not be bound by any requirement of these Bylaws which a majority of the Emergency Board believes impracticable under the circumstances.

Section 10.4 Stockholders’ Meeting. At such time as it is practicable to do so, the Emergency Board shall call a meeting of stockholders for the purpose of electing directors. Such meeting will be held at a time and place (or by means of remote communication) to be fixed by the Emergency Board and pursuant to such notice to stockholders as it is deemed practicable to give. The stockholders entitled to vote at the meeting, present in person or represented by proxy, shall constitute a quorum.

Section 10.5 Emergency Corporate Headquarters. Emergency Corporate Headquarters shall be at such location as the Board of Directors or the Chief Executive Officer shall determine prior to the attack or other event, or if not so determined, at such place as the Emergency Board may determine.

Section 10.6 Limitation of Liability. No officer, director or employee acting in accordance with the provisions of this Article X shall be liable except for willful misconduct.

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Section 10.7 Amendments; Repeal. At any meeting of the Emergency Board, the Emergency Board may modify, amend or add to the provisions of this Article X so as to make any provision that may be practical or necessary for the circumstances of the emergency. The provisions of this Article X shall be subject to repeal or change by further action of the Board of Directors or by action of the stockholders, but no such repeal or change shall modify the provisions of Section 10.6 with regard to action taken prior to the time of such repeal or change.

ARTICLE XI

DEFINITIONS

Section 11.1 Defined terms. For purposes of these Bylaws, the following terms shall have the following meanings:

(a) “Affiliate” means, with respect to a given person, any other person that, directly or indirectly, controls, is controlled by or is under common control with, such person; provided, however, that for purposes of these Bylaws, none of (i) the Springleaf Entities and any entities (including corporations, partnerships, limited liability companies or other persons) in which such Springleaf Entities hold, directly or indirectly, an ownership interest, on the one hand, or (ii) the Fortress Stockholders and their Affiliates (excluding any Springleaf Entities or other entities described in clause (i)), on the other hand, shall be deemed to be “Affiliates” of one another. For purposes of this definition, “control” (including, with correlative meanings, the terms “controlled by” and “under common control with”) as applied to any person, means the possession, directly or indirectly, of beneficial ownership of, or the power to vote, ten percent (10%) or more of the securities having voting power for the election of directors (or other persons acting in

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similar capacities) of such person or the power otherwise to direct or cause the direction of the management and policies of such person, whether through the ownership of voting securities, by contract or otherwise.

(b) “Beneficially own” and “beneficial ownership” and similar terms used herein shall be determined in accordance with Rules 13d-3 and 13d-5 under the Exchange Act; provided that for purposes of this Restated Certificate of Incorporation, the Fortress Stockholders shall be deemed to beneficially own Voting Shares or other securities held by record by the Initial Stockholders in an amount proportionate to the aggregate voting power of the Initial Stockholder held of record or beneficially owned by the Fortress Stockholders.

(c) “Bylaws” shall have the meaning set forth in the Preamble.

(d) “Certificate of Incorporation” shall have the meaning set forth in Section 2.3.

(e) “Corporation” shall have the meaning set forth in the Preamble.

(f) “DGCL” shall have the meaning set forth in Section 2.1.

(g) “entire Board of Directors” means the total number of directors that the Corporation would have if there were no director vacancies.

(h) “Exchange Act” shall have the meaning set forth in Section 2.18.

(i) “Fortress Affiliate Stockholders” shall mean (A) any director of the Corporation who may be deemed an Affiliate of Fortress Investment Group LLC (“FIG”), (B) any director or officer of FIG or its Affiliates and (C) any investment funds (including any managed accounts) managed directly or indirectly by FIG or its Affiliates.

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(j) “Fortress Stockholders” shall mean (i) the Initial Stockholder, (ii) each Fortress Affiliate Stockholder and (iii) each Permitted Transferee who becomes a party to or bound by the provisions of the Stockholders Agreement, in accordance with the terms thereof, or Permitted Transferee thereof who is entitled to enforce the provisions of the Stockholders Agreement in accordance with the terms thereof.

(k) “Governmental Entity” shall mean any national, state, provincial, municipal, local or foreign government, any court, arbitral tribunal, administrative agency or commission or other governmental or regulatory authority, commission or agency or any non-governmental, self-regulatory authority, commission or agency.

(l) “Initial Stockholder” means Springleaf Financial Holdings, LLC, a Delaware limited liability company, and its Subsidiaries (other than Subsidiaries that constitute Springleaf Entities) and successors.

(m) “Judgment” shall mean any order, writ, injunction, award, judgment, ruling or decree of any Governmental Entity.

(n) “Law” shall mean any statute, law, code, ordinance, rule or regulation of any Governmental Entity.

(o) “Lien” shall mean any pledge, claim, equity, option, lien, charge, mortgage, easement, right-of-way, call right, right of first refusal, “tag”- or “drag”- along right, encumbrance, security interest or other similar restriction of any kind or nature whatsoever.

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(p) “Permitted Transferee” means, with respect to each Stockholder, (i) any other Stockholder, (ii) such Stockholder’s Affiliates, (iii) in the case of any Stockholder, (A) any member or general or limited partner of such Stockholder (including, without limitation, any member of the Initial Stockholder), (B) any corporation, partnership, limited liability company or other entity that is an Affiliate of such Stockholder or any member, general or limited partner of such Stockholder (collectively, “Stockholder Affiliates”), (C) any investment funds managed directly or indirectly by such Stockholder or any Stockholder Affiliate (a “Stockholder Fund”), (D) any general or limited partner of any Stockholder Fund, (E) any managing director, general partner, director, limited partner, officer or employee of any Stockholder Affiliate, or any spouse, lineal descendant, sibling, parent, heir, executor, administrator, testamentary trustee, legatee or beneficiary of any of the foregoing persons described in this clause (E) (collectively, “Stockholder Associates”) or (F) any trust, the beneficiaries of which, or any corporation, limited liability company or partnership, the stockholders, members or general or limited partners of which, consist solely of any one or more of such Stockholder, any general or limited partner of such Stockholder, any Stockholder Affiliates, any Stockholder Fund, any Stockholder Associates, their spouses or their lineal descendants and (iv) any other person that acquires shares of the Corporation’s common stock from such Stockholder other than pursuant to a Public Offering that agrees to become party to the Stockholders Agreement.

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(q) “Person” shall mean any individual, firm, corporation, partnership, limited liability company or other entity, and shall include any successor (by merger or otherwise) of such entity.

(r) “Public Offering” shall mean an offering of common stock of the Corporation pursuant to an effective registration statement under the Securities Act of 1933, as amended, including an offering in which Stockholders are entitled to sell the Corporation’s common stock pursuant to the terms of the Stockholders Agreement.

(s) “Restriction” with respect to any capital stock, partnership interest, membership interest in a limited liability company or other equity interest or security, shall mean any voting or other trust or agreement, option, warrant, preemptive right, right of first offer, right of first refusal, escrow arrangement, proxy, buy-sell agreement, power of attorney or other contract, any Law, license, permit or Judgment that, conditionally or unconditionally, (i) grants to any person the right to purchase or otherwise acquire, or obligates any person to sell or otherwise dispose of or issue, or otherwise results or, whether upon the occurrence of any event or with notice or lapse of time or both or otherwise, may result in any person acquiring, (A) any of such capital stock, partnership interest, membership interest in a limited liability company or other equity interest or security, (B) any of the proceeds of, or any distributions paid or that are or may become payable with respect to, any of such capital stock, partnership interest, membership interest in a limited liability company or other equity interest or security or (C) any interest in such capital stock, partnership interest, membership interest in a limited liability company or other equity interest or security or any such proceeds or distributions, (ii) restricts or, whether upon the occurrence of any event or with notice or

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lapse of time or both or otherwise, is reasonably likely to restrict the transfer or voting of, or the exercise of any rights or the enjoyment of any benefits arising by reason of ownership of, any such capital stock, partnership interest, membership interest in a limited liability company or other equity interest or security or any such proceeds or distributions or (iii) creates or, whether upon the occurrence of any event or with notice or lapse of time or both or otherwise, is reasonably likely to create a Lien or purported Lien affecting such capital stock, partnership interest, membership interest in a limited liability company or other equity interest or security, proceeds or distributions.

(t) “Securities Act” shall mean the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder.

(u) “Springleaf Entities” shall mean the Corporation and its Subsidiaries, and “Springleaf Entity” shall mean any of the Springleaf Entities.

(v) “Stockholders Agreement” shall mean the stockholders agreement, dated as of [—], 2013, between the Corporation and the Initial Stockholder, as may be amended from time to time.

(w) “Subsidiary” with respect to any person means: (i) a corporation, a majority in voting power of whose capital stock with voting power, under ordinary circumstances, to elect directors is at the time, directly or indirectly owned by such person, by a Subsidiary of such person, or by such person and one or more Subsidiaries of such person, without regard to whether the voting of such capital stock is subject to a voting agreement or similar Restriction, (ii) a partnership or limited liability company in which such person or a Subsidiary of such person is, at the date of determination, (A) in the case of a partnership, a general partner of such partnership with

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the power affirmatively to direct the policies and management of such partnership or (B) in the case of a limited liability company, the managing member or, in the absence of a managing member, a member with the power affirmatively to direct the policies and management of such limited liability company or (iii) any other person (other than a corporation) in which such person, a Subsidiary of such person or such person and one or more Subsidiaries of such person, directly or indirectly, at the date of determination thereof, has (A) the power to elect or direct the election of a majority of the members of the governing body of such person (whether or not such power is subject to a voting agreement or similar restriction) or (B) in the absence of such a governing body, a majority ownership interest.

(x) “Voting Shares” shall have the meaning set forth in Section 3.1.

*    *    *

Adopted as of: [—], 2013

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EX-10.1

Exhibit 10.1

INDEMNIFICATION AGREEMENT

AGREEMENT, dated as of [            ], 2013 (this “Agreement”), between Springleaf Holdings, Inc., a Delaware corporation (the “Company”), and [                    ] (“Indemnitee”).

WHEREAS, it is essential to the Company to retain and attract as directors and officers the most capable persons available;

WHEREAS, Indemnitee is a director and/or officer of the Company;

WHEREAS, both the Company and Indemnitee recognize the increased risk of litigation and other claims being asserted against directors and officers of public companies in today’s environment;

WHEREAS, the Company’s Amended and Restated Certificate of Incorporation, as amended from time to time (“Certificate of Incorporation”) and Amended and Restated Bylaws, as amended from time to time (“Bylaws”) require the Company to indemnify and advance expenses to its directors and officers to the fullest extent permitted by law and the Indemnitee has been serving and continues to serve as a director and/or officer of the Company in part in reliance on such Certificate of Incorporation and Bylaws;

WHEREAS, uncertainties as to the availability of indemnification created by recent court decisions may increase the risk that the Company will be unable to retain and attract as directors and officers the most capable persons available;

WHEREAS, the board of directors of the Company (“Board of Directors”) has determined that the inability of the Company to retain and attract as directors and officers the most capable persons would be detrimental to the interests of the Company and that the Company therefore should seek to assure such persons that indemnification and insurance coverage will be available in the future;

WHEREAS, the parties intend that any rights the Indemnitee may have from Indemnitee-Related Entities (as defined herein) shall be secondary to the primary obligation of the Company to indemnify and hold harmless the Indemnitee under this Agreement; and

WHEREAS, in recognition of Indemnitee’s need for protection against personal liability, and in part to provide Indemnitee with specific contractual assurance that the protection promised by the Company’s Certificate of Incorporation and Bylaws will be available to Indemnitee (regardless of, among other things, any amendment to or revocation of such Certificate of Incorporation and Bylaws or any change in the composition of the Company’s Board of Directors or acquisition transaction relating to the Company), the Company wishes to provide in this Agreement for the indemnification of and the advancing of expenses to Indemnitee to the fullest extent (whether partial or

complete) permitted by law and as set forth in this Agreement, and for the continued coverage of Indemnitee under the directors’ and officers’ liability insurance policy of the Company.

NOW, THEREFORE, in consideration of the premises and of Indemnitee continuing to serve the Company directly or, at its request, another enterprise, and intending to be legally bound hereby, the parties hereto agree as follows:

1. Certain Definitions. In addition to terms defined elsewhere herein, the following terms have the following meanings when used in this Agreement:

(a) Change in Control: shall be deemed to have occurred if (i) any “person” (as such term is used in Sections 13(d) and 14(d) of the Securities Exchange Act of 1934, as amended), other than Fortress Investment Group LLC and its affiliates and other than a trustee or other fiduciary holding securities under an employee benefit plan of the Company or a corporation owned directly or indirectly by the stockholders of the Company in substantially the same proportions as their ownership of shares of the Company, is or becomes the “beneficial owner” (as defined in Rule 13d-3 under said Act), directly or indirectly, of securities of the Company representing 20% or more of the total voting power represented by the Company’s then outstanding Voting Securities, or (ii) during any period of two consecutive years, individuals who at the beginning of such period constitute the Board of Directors and any new director whose election by the Board of Directors or nomination for election by the Company’s stockholders was approved by a vote of at least two-thirds (2/3) of the directors then still in office who either were directors at the beginning of the period or whose election or nomination for election was previously so approved, cease for any reason to constitute a majority thereof, or (iii) the stockholders of the Company approve a merger or consolidation of the Company with any other entity other than a merger or consolidation which would result in the Voting Securities of the Company outstanding immediately prior thereto continuing to represent (either by remaining outstanding or by being converted into Voting Securities of the surviving entity) at least 80% of the total voting power represented by the Voting Securities of the Company or such surviving entity outstanding immediately after such merger or consolidation, or the stockholders of the Company approve a plan of complete liquidation of the Company or an agreement for the sale or disposition by the Company of (in one transaction or a series of transactions) all or substantially all of the Company’s assets.

(b) Claim: means any threatened, asserted, pending or completed action, suit or proceeding, whether civil, criminal, administrative,

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investigative or other, including any arbitration or other alternative dispute resolution mechanism, or any appeal of any kind thereof, or any inquiry or investigation, whether instituted by (or in the right of) the Company or any governmental agency or any other person or entity, in which Indemnitee was, is, may be or will be involved as a party, witness or otherwise.

(c) ERISA: means the Employee Retirement Income Security Act of 1974, as amended.

(d) Expenses: include attorneys’ fees and all other direct or indirect costs, expenses and obligations, including judgments, fines, penalties, interest, appeal bonds, amounts paid in settlement with the approval of the Company, and counsel fees and disbursements (including, without limitation, experts’ fees, court costs, retainers, appeal bond premiums, transcript fees, duplicating, printing and binding costs, as well as telecommunications, postage and courier charges) paid or incurred in connection with investigating, prosecuting, defending, being a witness in or participating in (including on appeal), or preparing to investigate, prosecute, defend, be a witness in or participate in, any Claim relating to any Indemnifiable Event, and shall include (without limitation) all attorneys’ fees and all other expenses incurred by or on behalf of an Indemnitee in connection with preparing and submitting any requests or statements for indemnification, advancement or any other right provided by this Agreement (including, without limitation, such fees or expenses incurred in connection with legal proceedings contemplated by Section 2(d) hereof).

(e) Indemnifiable Amounts: means (i) any and all liabilities, Expenses, damages, judgments, fines, penalties, ERISA excise taxes and amounts paid in settlement (including all interest, assessments and other charges paid or payable in connection with or in respect of such liabilities, Expenses, damages, judgments, fines, penalties, ERISA excise taxes or amounts paid in settlement) arising out of or resulting from any Claim relating to an Indemnifiable Event, (ii) any liability pursuant to a loan guaranty or otherwise, for any indebtedness of the Company or any subsidiary of the Company, including, without limitation, any indebtedness which the Company or any subsidiary of the Company has assumed or taken subject to, and (iii) any liabilities which an Indemnitee incurs as a result of acting on behalf of the Company (whether as a fiduciary or otherwise) in connection with the operation, administration or maintenance of an employee benefit plan or any related trust or funding mechanism (whether such liabilities are in the form of excise taxes assessed by the United States Internal Revenue Service, penalties assessed by the Department of Labor,

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restitutions to such a plan or trust or other funding mechanism or to a participant or beneficiary of such plan, trust or other funding mechanism, or otherwise).

(f) Indemnifiable Event: means any event or occurrence, whether occurring before, on or after the date of this Agreement, related to the fact that Indemnitee is or was a director and/or officer or fiduciary of the Company, or is or was serving at the request of the Company as a director, officer, employee, manager, member, partner, tax matter partner, trustee, agent, fiduciary or similar capacity, of another company, corporation, limited liability company, partnership, joint venture, employee benefit plan, trust or other entity or enterprise, or by reason of anything done or not done by Indemnitee in any such capacity (in all cases whether or not Indemnitee is acting or serving in any such capacity or has such status at the time any Indemnifiable Amount is incurred for which indemnification, advancement or any other right can be provided by this Agreement). The term “Company,” where the context requires when used in this Agreement, may be construed to include such other company, corporation, limited liability company, partnership, joint venture, employee benefit plan, trust or other entity or enterprise.

(g) Indemnitee-Related Entities: means any company, corporation, limited liability company, partnership, joint venture, trust, employee benefit plan or other entity or enterprise (other than the Company or any other company, corporation, limited liability company, partnership, joint venture, trust, employee benefit plan or other entity or enterprise Indemnitee has agreed, on behalf of the Company or at the Company’s request, to serve as a director, officer, employee or agent and which service is covered by the indemnity described in this Agreement) from whom an Indemnitee may be entitled to indemnification or advancement of Expenses with respect to which, in whole or in part, the Company may also have an indemnification or advancement obligation.

(h) Independent Legal Counsel: means an attorney or firm of attorneys (following a Change in Control, selected in accordance with the provisions of Section 3 hereof) who is experienced in matters of corporate law and who shall not have otherwise performed services for the Company or Indemnitee within the last five years (other than with respect to matters concerning the rights of Indemnitee under this Agreement, or of other indemnitees under similar indemnity agreements).

(i) Jointly Indemnifiable Claim: means any Claim for which the Indemnitee may be entitled to indemnification from both an

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Indemnitee-Related Entity and the Company pursuant to applicable law, any indemnification agreement or the certificate of incorporation, by-laws, partnership agreement, operating agreement, certificate of formation, certificate of limited partnership or comparable organizational documents of the Company and an Indemnitee-Related Entity.

(j) Reviewing Party: means any appropriate person or body consisting of a member or members of the Board of Directors or any other person or body appointed by the Board of Directors who is not a party to the particular Claim for which Indemnitee is seeking indemnification, or Independent Legal Counsel.

(k) Voting Securities: means any securities of the Company which vote generally in the election of directors.

2. Basic Indemnification Arrangement; Advancement of Expenses.

(a) In the event Indemnitee was, is or becomes a party to or witness or other participant in, or is threatened to be made a party to or witness or other participant in, a Claim by reason of (or arising in part out of) an Indemnifiable Event, the Company shall indemnify Indemnitee, or cause Indemnitee to be indemnified, to the fullest extent permitted by law as soon as practicable but in any event no later than thirty (30) days after written demand is presented to the Company, and hold Indemnitee harmless against any and all Indemnifiable Amounts.

(b) If so requested by Indemnitee, the Company shall advance, or cause to be advanced (within two business days of such request), any and all Expenses incurred by Indemnitee (an “Expense Advance”). The Company shall, in accordance with such request (but without duplication), either (i) pay, or cause to be paid, such Expenses on behalf of Indemnitee, or (ii) reimburse, or cause the reimbursement of, Indemnitee for such Expenses. Subject to Section 2(d), Indemnitee’s right to an Expense Advance is absolute and shall not be subject to any prior determination by the Reviewing Party that the Indemnitee has satisfied any applicable standard of conduct for indemnification.

(c) Notwithstanding anything in this Agreement to the contrary, Indemnitee shall not be entitled to indemnification or advancement of Expenses pursuant to this Agreement in connection with any Claim initiated by Indemnitee unless (i) the Company has joined in or the Board of Directors has authorized or consented to the initiation of such Claim or (ii) the Claim is one to enforce Indemnitee’s rights under this Agreement.

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(d) Notwithstanding the foregoing, (i) the indemnification obligations of the Company under Section 2(a) shall be subject to the condition that the Reviewing Party shall not have determined (in a written legal opinion, in any case in which the Independent Legal Counsel is involved as required by Section 3 hereof) that Indemnitee would not be permitted to be indemnified under applicable law, and (ii) the obligation of the Company to make an Expense Advance pursuant to Section 2(b) shall be subject to the condition that, if, when and to the extent that the Reviewing Party determines (in a written legal opinion, in any case in which the Independent Legal Counsel is involved as required by Section 3 hereof) that Indemnitee would not be permitted to be so indemnified under applicable law, the Company shall be entitled to be reimbursed by Indemnitee (who hereby agrees to reimburse the Company) for all such amounts theretofore paid (it being understood and agreed that the foregoing agreement by Indemnitee shall be deemed to satisfy any requirement that Indemnitee provide the Company with an undertaking to repay any Expense Advance if it is ultimately determined that the Indemnitee is not entitled to indemnification under applicable law); provided, however, that if Indemnitee has commenced or thereafter commences legal proceedings in a court of competent jurisdiction to secure a determination that Indemnitee should be indemnified under applicable law, any determination made by the Reviewing Party that Indemnitee would not be permitted to be indemnified under applicable law shall not be binding and Indemnitee shall not be required to reimburse the Company for any Expense Advance until a final judicial determination is made with respect thereto (as to which all rights of appeal therefrom have been exhausted or lapsed). Indemnitee’s undertaking to repay such Expense Advances shall be unsecured and interest-free. If there has not been a Change in Control, the Reviewing Party shall be selected by the Board of Directors, and if there has been such a Change in Control, the Reviewing Party shall be the Independent Legal Counsel referred to in Section 3 hereof. If there has been no determination by the Reviewing Party within thirty (30) days after written demand is presented to the Company or if the Reviewing Party determines that Indemnitee would not be permitted to be indemnified in whole or in part under applicable law, Indemnitee shall have the right to commence litigation in any court in the State of New York or the State of Delaware having subject matter jurisdiction thereof and in which venue is proper seeking an initial determination by the court or challenging any such determination by the Reviewing Party or any aspect thereof, including the legal or factual bases therefor, and the Company hereby consents to service of process and to appear in any such proceeding. Any determination by the Reviewing Party otherwise shall be conclusive and binding on the Company and Indemnitee.

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3. Change in Control. The Company agrees that if there is a Change in Control then with respect to all matters thereafter arising concerning the rights of Indemnitee to indemnity payments and Expense Advances under this Agreement or any provision of the Company’s Certificate of Incorporation or the Bylaws now or hereafter in effect, the Company shall seek legal advice only from Independent Legal Counsel selected by Indemnitee and approved by the Company (which approval shall not be unreasonably delayed, conditioned or withheld). Such counsel, among other things, shall render its written opinion to the Company and Indemnitee as to whether and to what extent the Indemnitee would be permitted to be indemnified under applicable law. The Company agrees to pay the reasonable fees of the Independent Legal Counsel and to indemnify fully such counsel against any and all expenses (including attorneys’ fees), claims, liabilities and damages arising out of or relating to this Agreement or its engagement pursuant hereto.

4. Indemnification for Additional Expenses. The Company shall indemnify, or cause the indemnification of, Indemnitee against any and all Expenses and, if requested by Indemnitee, shall advance such Expenses to Indemnitee subject to and in accordance with Section 2(b), which are incurred by Indemnitee in connection with any action brought by Indemnitee for (i) indemnification or an Expense Advance by the Company under this Agreement or any provision of the Company’s Certificate of Incorporation or the Bylaws now or hereafter in effect and/or (ii) recovery under any directors’ and officers’ liability insurance policies maintained by the Company, regardless of whether Indemnitee ultimately is determined to be entitled to such indemnification, Expense Advance or insurance recovery, as the case may be; provided that Indemnitee shall be required to reimburse such Expenses in the event that a final judicial determination is made (as to which all rights of appeal therefrom have been exhausted or lapsed) that such action brought by Indemnitee, or the defense by Indemnitee of an action brought by the Company or any other person, as applicable, was frivolous or in bad faith.

5. Partial Indemnity, Etc. If Indemnitee is entitled under any provision of this Agreement to indemnification by the Company for some or a portion of the Expenses or other Indemnifiable Amounts in respect of a Claim but not, however, for all of the total amount thereof, the Company shall nevertheless indemnify Indemnitee for the portion thereof to which Indemnitee is entitled. Moreover, notwithstanding any other provision of this Agreement, to the extent that Indemnitee has been successful on the merits or otherwise in defense of any or all Claims relating in whole or in part to an Indemnifiable Event or in defense of any issue or matter therein, including dismissal without prejudice, Indemnitee shall be indemnified against all Expenses incurred in connection therewith.

6. Burden of Proof, Etc. In connection with any determination by the Reviewing Party or otherwise as to whether Indemnitee is entitled to be indemnified hereunder the Reviewing Party, court, any finder of fact or other relevant person shall presume that the Indemnitee has satisfied the applicable standard of conduct and is

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entitled to indemnification, and the burden of proof shall be on the Company (or any other person or entity disputing such conclusions) to establish, by clear and convincing evidence, that Indemnitee is not so entitled.

7. Reliance as Safe Harbor. For purposes of this Agreement, Indemnitee shall be deemed to have acted in good faith and in a manner he or she reasonably believed to be in or not opposed to the best interests of the Company if Indemnitee’s actions or omissions to act are taken in good faith reliance upon the records of the Company, including its financial statements, or upon information, opinions, reports or statements furnished to Indemnitee by the officers or employees of the Company in the course of their duties, or by committees of the Board of Directors, or by any other person (including legal counsel, accountants and financial advisors) as to matters Indemnitee reasonably believes are within such other person’s professional or expert competence and who has been selected with reasonable care by or on behalf of the Company. In addition, the knowledge and/or actions, or failures to act, of any director, officer, agent or employee of the Company shall not be imputed to Indemnitee for purposes of determining the right to indemnity hereunder.

8. No Other Presumptions. For purposes of this Agreement, the termination of any Claim by judgment, order, settlement (whether with or without court approval) or conviction, or upon a plea of nolo contendere, or its equivalent, shall not create a presumption that Indemnitee did not meet any particular standard of conduct or have any particular belief or that a court has determined that indemnification is not permitted by applicable law. In addition, neither the failure of the Reviewing Party to have made a determination as to whether Indemnitee has met any particular standard of conduct or had any particular belief, nor an actual determination by the Reviewing Party that Indemnitee has not met such standard of conduct or did not have such belief, prior to the commencement of legal proceedings by Indemnitee to secure a judicial determination that Indemnitee should be indemnified under applicable law shall be a defense to Indemnitee’s claim or create a presumption that Indemnitee has not met any particular standard of conduct or did not have any particular belief.

9. Nonexclusivity, Etc. The rights of the Indemnitee hereunder shall be in addition to any other rights Indemnitee may have under the Company’s Certificate of Incorporation, the Bylaws or the Delaware General Corporation Law or otherwise. To the extent that a change in applicable law (whether by statute or judicial decision) permits greater indemnification by agreement than would be afforded currently under the Company’s Certificate of Incorporation, the Bylaws or this Agreement, it is the intent of the parties hereto that Indemnitee shall enjoy by this Agreement the greater benefits so afforded by such change. To the extent that there is a conflict or inconsistency between the terms of this Agreement, the Company’s Certificate of Incorporation or the Bylaws, it is the intent of the parties hereto that the Indemnitee shall enjoy the greater benefits regardless of whether contained herein or in the Company’s Certificate of Incorporation or the Bylaws. No amendment or alteration of the Company’s Certificate of Incorporation or the Bylaws or any other agreement shall adversely affect the rights provided to Indemnitee under this Agreement.

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10. Liability Insurance. To the extent the Company maintains an insurance policy or policies providing directors’ and officers’ liability insurance, the Indemnitee shall be covered by such policy or policies in accordance with its or their terms to the maximum extent of the coverage available for the Company’s directors and officers. If the Company has such insurance in effect at the time the Company receives from Indemnitee any notice of the commencement of an action, suit or proceeding, the Company shall give prompt notice of the commencement of such action, suit or proceeding to the insurers in accordance with the procedures set forth in the policy. The Company shall thereafter take all necessary or desirable action to cause such insurers to pay, on behalf of Indemnitee, all amounts payable as a result of such proceeding in accordance with the terms of such policy.

11. Period of Limitations. No legal action shall be brought and no cause of action shall be asserted by or in the right of the Company against Indemnitee, Indemnitee’s spouse, heirs, executors or personal or legal representatives after the expiration of two years from the date of accrual of such cause of action, and any claim or cause of action of the Company shall be extinguished and deemed released unless asserted by the timely filing of a legal action within such two-year period; provided, however, that if any shorter period of limitations is otherwise applicable to any such cause of action such shorter period shall govern.

12. Amendments, Etc. No supplement, modification or amendment of this Agreement shall be binding unless executed in writing by both of the parties hereto. No waiver of any of the provisions of this Agreement shall be deemed or shall constitute a waiver of any other provisions hereof (whether or not similar) nor shall such waiver constitute a continuing waiver.

13. Subrogation. Subject to Section 14 hereof, in the event of payment under this Agreement, the Company shall be subrogated to the extent of such payment to all of the rights of recovery of Indemnitee, who shall execute all papers reasonably required and shall do everything that may be reasonably necessary to secure such rights, including the execution of such documents necessary to enable the Company effectively to bring suit to enforce such rights. The Company shall pay or reimburse all Expenses actually and reasonably incurred by Indemnitee in connection with such subrogation.

14. Jointly Indemnifiable Claims. Given that certain Jointly Indemnifiable Claims may arise due to the relationship between the Indemnitee-Related Entities and the Company and the service of the Indemnitee as a director and/or officer of the Company at the request of the Indemnitee-Related Entities, the Company acknowledges and agrees that the Company shall be fully and primarily responsible for the payment to the Indemnitee in respect of indemnification and advancement of expenses in connection with any such Jointly Indemnifiable Claim, pursuant to and in accordance with the terms of this Agreement, irrespective of any right of recovery the Indemnitee may have from the Indemnitee-Related Entities. Under no circumstance shall the Company be entitled to any right of subrogation or contribution by the Indemnitee-Related Entities and no right of recovery the Indemnitee may have from the Indemnitee-Related Entities shall reduce or otherwise alter the rights of the Indemnitee or the obligations of the Company

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hereunder. In the event that any of the Indemnitee-Related Entities shall make any payment to the Indemnitee in respect of indemnification or advancement of Expenses with respect to any Jointly Indemnifiable Claim, the Company agrees that such payment or advancement shall not extinguish or affect in any way the rights of the Indemnitee under this Agreement and further agrees that the Indemnitee-Related Entity making such payment shall be subrogated to the extent of such payment to all of the rights of recovery of the Indemnitee against the Company. Each of the Indemnitee-Related Entities shall be third-party beneficiaries with respect to this Section 14, entitled to enforce this Section 14 against the Company as though each such Indemnitee-Related Entity were a party to this Agreement.

15. No Duplication of Payments. Subject to Section 14 hereof, the Company shall not be liable under this Agreement to make any payment in connection with any Claim made against Indemnitee to the extent Indemnitee has otherwise actually received payment (under any insurance policy, or any provision of the Company’s Certificate of Incorporation or the Bylaws or otherwise) of the amounts otherwise indemnifiable hereunder.

16. Defense of Claims. The Company shall be entitled to participate in the defense of any Claim relating to an Indemnifiable Event or to assume the defense thereof, with counsel reasonably satisfactory to the Indemnitee; provided that if Indemnitee believes, after consultation with counsel selected by Indemnitee, that (i) the use of counsel chosen by the Company to represent Indemnitee would present such counsel with an actual or potential conflict of interest, (ii) the named parties in any such Claim (including any impleaded parties) include both the Company, or any subsidiary of the Company, and Indemnitee and Indemnitee concludes that there may be one or more legal defenses available to him or her that are different from or in addition to those available to the Company or any subsidiary of the Company, or (iii) any such representation by such counsel would be precluded under the applicable standards of professional conduct then prevailing, then Indemnitee shall be entitled to retain separate counsel (but not more than one law firm plus, if applicable, local counsel in respect of any particular Claim) at the Company’s expense. The Company shall not be liable to Indemnitee under this Agreement for any amounts paid in settlement of any Claim relating to an Indemnifiable Event effected without the Company’s prior written consent. The Company shall not, without the prior written consent of the Indemnitee, effect any settlement of any Claim relating to an Indemnifiable Event which the Indemnitee is or could have been a party unless such settlement solely involves the payment of money and includes a complete and unconditional release of Indemnitee from all liability on all claims that are the subject matter of such Claim. Neither the Company nor Indemnitee shall unreasonably withhold, condition or delay its or his or her consent to any proposed settlement; provided that Indemnitee may withhold consent to any settlement that does not provide a complete and unconditional release of Indemnitee. In no event shall Indemnitee be required to waive, prejudice or limit attorney-client privilege or work-product protection or other applicable privilege or protection.

17. No Adverse Settlement. The Company shall not seek, nor shall it agree to, consent to, support, or agree not to contest any settlement or other resolution of any

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Claim(s), or settlement or other resolution of any other claim, action, proceeding, demand, investigation or other matter that has the actual or purported effect of extinguishing, limiting or impairing Indemnitee’s rights hereunder, including without limitation the entry of any bar order or other order, decree or stipulation, pursuant to 15 U.S.C. § 78u-4 (the Private Securities Litigation Reform Act), or any similar foreign, federal or state statute, regulation, rule or law.

18. Binding Effect, Etc. This Agreement shall be binding upon and inure to the benefit of and be enforceable by the parties hereto and their respective successors, (including any direct or indirect successor or continuing company by purchase, merger, consolidation or otherwise to all or substantially all of the business and/or assets of the Company), assigns, spouses, heirs, executors and personal and legal representatives. The Company shall require and cause any successor (whether direct or indirect by purchase, merger, consolidation, or otherwise) to all or substantially all of the business and/or assets of the Company, by written agreement in form and substance satisfactory to Indemnitee and his or her counsel, expressly to assume and agree to perform this Agreement in the same manner and to the same extent that the Company would be required to perform if no such succession had taken place. This Agreement shall continue in effect regardless of whether Indemnitee continues to serve as an officer and/or director of the Company or of any other entity or enterprise at the Company’s request.

19. Security. To the extent requested by Indemnitee and approved by the Board of Directors, the Company may at any time and from time to time provide security to Indemnitee for the obligations of the Company hereunder through an irrevocable bank line of credit, funded trust or other collateral or by other means. Any such security, once provided to Indemnitee, may not be revoked or released without the prior written consent of such Indemnitee.

20. Severability. If any provision or provisions of this Agreement shall be held to be invalid, illegal or unenforceable for any reason whatsoever, (a) the validity, legality and enforceability of the remaining provisions of this Agreement (including, without limitation, all portions of any paragraph of this Agreement containing any such provision held to be invalid, illegal or unenforceable, that are not themselves invalid, illegal or unenforceable) shall not in any way be affected or impaired thereby and (b) to the fullest extent possible, the provisions of this Agreement (including, without limitation, all portions of any paragraph of this Agreement containing any such provision held to be invalid, illegal or unenforceable) shall be construed so as to give effect to the intent manifested by the provision held invalid, illegal or unenforceable and to give effect to the terms of this Agreement.

21. Specific Performance, Etc. The parties recognize that if any provision of this Agreement is violated by the Company, Indemnitee may be without an adequate remedy at law. Accordingly, in the event of any such violation, Indemnitee shall be entitled, if Indemnitee so elects, to institute proceedings, either in law or at equity, to obtain damages, to enforce specific performance, to enjoin such violation, or to obtain any relief or any combination of the foregoing as Indemnitee may elect to pursue.

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22. Notices. All notices, requests, consents and other communications hereunder to any party shall be deemed to be sufficient if contained in a written document delivered in person or sent by facsimile, nationally recognized overnight courier or personal delivery, addressed to such party at the address set forth below or such other address as may hereafter be designated on the signature pages of this Agreement or in writing by such party to the other parties:

(a) If to the Company, to:

Springleaf Holdings, Inc.

601 NW 2nd Street

Evansville, IN 47708

F: (812) 468-5396

Attn: General Counsel

with a copy (which shall not constitute notice) to:

Skadden, Arps, Slate, Meagher & Flom LLP

Four Times Square

New York, New York 10036-6522

Fax: (212) 735-2000

Attn: Gregory Fernicola, Esq.

(b) If to the Indemnitee, to the address set forth on Annex A hereto.

All such notices, requests, consents and other communications shall be deemed to have been given or made if and when received (including by overnight courier) by the parties at the above addresses or sent by electronic transmission, with confirmation received, to the facsimile numbers specified above (or at such other address or facsimile number for a party as shall be specified by like notice). Any notice delivered by any party hereto to any other party hereto shall also be delivered to each other party hereto simultaneously with delivery to the first party receiving such notice.

23. Counterparts. This Agreement may be executed in counterparts, each of which shall for all purposes be deemed to be an original but all of which together shall constitute one and the same agreement. Only one such counterpart signed by the party against whom enforceability is sought needs to be produced to evidence the existence of this Agreement.

24. Headings. The headings of the sections and paragraphs of this Agreement are inserted for convenience only and shall not be deemed to constitute part of this Agreement or to affect the construction or interpretation thereof.

25. Governing Law. This Agreement shall be governed by and construed and enforced in accordance with the laws of the State of Delaware applicable to contracts made and to be performed in such state without giving effect to the principles of conflicts of laws.

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IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date first above written.

SPRINGLEAF HOLDINGS, INC.
By:
	Name:
	Title:
	[Indemnitee]

EX-10.7

Exhibit 10.7

STOCKHOLDERS AGREEMENT

BY AND AMONG

SPRINGLEAF HOLDINGS, INC.

AND

SPRINGLEAF FINANCIAL HOLDINGS, LLC

Dated as of                     , 2013

TABLE OF CONTENTS

		Page
ARTICLE I
DEFINITIONS
Section 1.1	Certain Defined Terms		1
Section 1.2	Construction		5
ARTICLE II
TRANSFER
Section 2.1	Binding Effect on Transferees		6
Section 2.2	Additional Purchases		6
Section 2.3	Charter Provisions		6
Section 2.4	Legend		6
ARTICLE III
BOARD OF DIRECTORS
Section 3.1	Board		7
Section 3.2	Committees		8
ARTICLE IV
REGISTRATION RIGHTS
Section 4.1	Demand Registration		9
Section 4.2	Piggyback Registrations		11
Section 4.3	Shelf Registration		12
Section 4.4	Withdrawal Rights		14
Section 4.5	Registration Procedures		14
Section 4.6	Registration Expenses		20
ARTICLE V
INDEMNIFICATION
Section 5.1	General Indemnification		21
Section 5.2	Registration Statement Indemnification		21
Section 5.3	Contribution		22
Section 5.4	Procedure		23
Section 5.5	Other Matters		23

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ARTICLE VI
MISCELLANEOUS
Section 6.1	Headings	24
Section 6.2	Entire Agreement	24
Section 6.3	Further Actions; Cooperation	24
Section 6.4	Notices	25
Section 6.5	Applicable Law	25
Section 6.6	Severability	25
Section 6.7	Successors and Assigns	26
Section 6.8	Amendments	26
Section 6.9	Waiver	26
Section 6.10	Counterparts	26
Section 6.11	Submission To Jurisdiction	26
Section 6.12	Injunctive Relief	27
Section 6.13	Recapitalizations, Exchanges, Etc. Affecting the Shares of Common Stock; New Issuance	27
Section 6.14	Termination	27
Section 6.15	Third Party Beneficiary	28
Section 6.16	Rule 144
Section 6.17	Information

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STOCKHOLDERS AGREEMENT

THIS STOCKHOLDERS AGREEMENT (this “Agreement”) is made as of                      , 2013, by and between Springleaf Financial Holdings, LLC, a Delaware limited liability company (the “Initial Stockholder”) and Springleaf Holdings, Inc., a Delaware corporation (the “Company”). Unless otherwise indicated, references to articles and sections shall be to articles and sections of this Agreement.

WHEREAS, the Initial Stockholder is a holder of shares of Common Stock (as hereinafter defined); and

WHEREAS, the Company has agreed to provide the registration rights and other rights set forth herein.

NOW, THEREFORE, in consideration of the foregoing and of the mutual covenants and agreements set forth herein and for good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereto hereby agree as follows:

ARTICLE I

DEFINITIONS

Section 1.1 Certain Defined Terms. For purposes of this Agreement, the following terms shall have the following meanings:

(a) “Actions” shall have the meaning assigned to it in Section 5.1(a).

(b) “Affiliate” shall have the meaning set forth in Rule 12b-2 promulgated under the Exchange Act; provided that no Stockholder shall be deemed an Affiliate of any other Stockholder solely by reason of any investment in the Company.

(c) “Agreement” shall have the meaning assigned to it in the preamble.

(d) A Person shall be deemed to “Beneficially Own” securities if such Person is deemed to be a “beneficial owner” within the meaning of Rules 13d-3 and 13d-5 under the Exchange Act as in effect on the date of this Agreement.

(e) “Board” shall mean the board of directors of the Company.

(f) “Bylaws” shall mean the bylaws of the Company, as may be amended and/or restated from time to time.

(g) “Certificate of Incorporation” shall mean the certificate of incorporation of the Company, as may be amended and/or restated from time to time.

(h) “Commission” shall mean the United States Securities and Exchange Commission or any successor agency.

(i) “Common Stock” shall mean the Company’s common stock, par value $0.01 per share, and any and all securities of any kind whatsoever of the Company which may be issued and outstanding on or after the date hereof in respect of, in exchange for, or upon conversion of shares of Common Stock pursuant to a merger, consolidation, stock split, stock dividend, recapitalization of the Company or otherwise.

(j) “Company” shall have the meaning assigned to it in preamble.

(k) “Company Securities” shall mean (i) any Common Stock and (ii) any other securities of the Company entitled to vote generally in the election of directors of the Company.

(l) “Demand” shall have the meaning assigned to it in Section 4.1(a).

(m) “Demand Registration” shall have the meaning assigned to it in Section 4.1(a).

(n) “Exchange Act” shall mean the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder.

(o) “FIG” shall mean Fortress Investment Group LLC, a Delaware limited liability company.

(p) “FIG LLC” shall mean FIG LLC, a Delaware limited liability company, or any other Person designated as “FIG LLC” by FIG in a written notice to the Company.

(q) “Filings” shall mean annual, quarterly and current reports and other documents filed or furnished by the Company or any Subsidiary of the Company under the Exchange Act; annual reports to stockholders, annual and quarterly statutory statements of the Company or any Subsidiary of the Company; and any registration statements, prospectuses documents filed or furnished by the Company or any of its Subsidiaries under the Securities Act (other than any registration statement, any Issuer Free Writing Prospectus, any prospectus or preliminary prospectus or any amendment thereof or supplement thereto to the extent that Section 5.2 of this Agreement applies).

(r) “FINRA” shall mean the Financial Industry Regulatory Authority.

(s) “Fortress Affiliate Stockholder” shall mean (A) any director of the Company who may be deemed an Affiliate of FIG, (B) any director or officer of FIG and (C) any investment funds (including any managed accounts) managed directly or indirectly by FIG or its Affiliates.

(t) “Form S-3” shall have the meaning assigned to it in Section 4.3(a).

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(u) “Free Writing Prospectus” shall mean a free writing prospectus, as defined in Rule 405 under the Securities Act.

(v) “Initial Public Offering” shall mean the initial public offering of Common Stock pursuant to an effective registration statement under the Securities Act.

(w) “Initial Stockholder” shall have the meaning assigned to it in preamble.

(x) “Inspectors” shall have the meaning assigned to it in Section 4.5(a)(viii).

(y) “IPO Underwriting Agreement” shall mean the underwriting agreement, dated                      , 2013, between the Company and the underwriters named therein.

(z) “Issuer Free Writing Prospectus” shall mean an issuer free writing prospectus, as defined in Rule 433 under the Securities Act.

(aa) “Losses” shall have the meaning assigned to it in Section 5.1(a).

(bb) “Offering Expenses” shall have the meaning assigned to it in Section 4.6(a).

(cc) “Other Demanding Sellers” shall have the meaning assigned to it in Section 4.2(b).

(dd) “Other Proposed Sellers” shall have the meaning assigned to it in Section 4.2(b).

(ee) “Permitted Transferee” shall mean, with respect to each Stockholder, (i) any other Stockholder, (ii) such Stockholder’s Affiliates, (iii) in the case of any Stockholder, (A) any member or general or limited partner of such Stockholder (including any member of the Initial Stockholder), (B) any corporation, partnership, limited liability company or other entity that is an Affiliate of such Stockholder or any member, general or limited partner of such Stockholder (collectively, “Stockholder Affiliates”), (C) any investment funds managed directly or indirectly by such Stockholder or any Stockholder Affiliate (a “Stockholder Fund”), (D) any general or limited partner of any Stockholder Fund, (E) any managing director, general partner, director, limited partner, officer or employee of any Stockholder Affiliate, or any spouse, lineal descendant, sibling, parent, heir, executor, administrator, testamentary trustee, legatee or beneficiary of any of the foregoing persons described in this clause (E) (collectively, “Stockholder Associates”) or (F) any trust, the beneficiaries of which, or any corporation, limited liability company or partnership, the stockholders, members or general or limited partners of which, consist solely of any one or more of such Stockholder, any general or limited partner of such Stockholder, any Stockholder Affiliates, any Stockholder Fund, any Stockholder Associates, their spouses or their lineal descendants and (iv) any other Person that acquires shares of Common Stock from such Stockholder other than pursuant to a Public Offering and that agrees to become party to or be bound by this Agreement.

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(ff) “Person” shall mean any individual, firm, corporation, partnership, limited liability company or other entity, and shall include any successor (by merger or otherwise) of such entity.

(gg) “Piggyback Notice” shall have the meaning assigned to it in Section 4.2(a).

(hh) “Piggyback Registration” shall have the meaning assigned to it in Section 4.2(a).

(ii) “Piggyback Seller” shall have the meaning assigned to it in Section 4.2(a).

(jj) “Public Offering” shall mean an offering of equity securities of the Company pursuant to an effective registration statement under the Securities Act, including an offering in which Stockholders are entitled to sell Common Stock pursuant to the terms of this Agreement.

(kk) “Records” shall have the meaning assigned to it in Section 4.5(a)(viii).

(ll) “Registrable Amount” shall mean a number of shares of Common Stock equal to 1% of the Common Stock issued and outstanding immediately after the consummation of the Initial Public Offering.

(mm) “Registrable Securities” shall mean any Common Stock currently owned or hereafter acquired by any Stockholder. As to any particular Registrable Securities, such securities shall cease to be Registrable Securities when (x) a registration statement registering such securities under the Securities Act has been declared effective and such securities have been sold or otherwise transferred by the holder thereof pursuant to such effective registration statement or (y) such securities are sold in accordance with Rule 144 (or any successor provision) promulgated under the Securities Act.

(nn) “Registration Expenses” shall have the meaning assigned to it in Section 4.6(a).

(oo) “Requesting Stockholder” shall have the meaning assigned to it in Section 4.1(a).

(pp) “Securities Act” shall mean the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder.

(qq) “Selling Holders” shall have the meaning assigned to it in Section 4.5(a)(i).

(rr) “Shelf Notice” shall have the meaning assigned to it in Section 4.3(a).

(ss) “Shelf Registration Effectiveness Period” shall have the meaning assigned to it in Section 4.3(c).

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(tt) “Shelf Registration Statement” shall have the meaning assigned to it in Section 4.3(a).

(uu) “Shelf Underwritten Offering” shall have the meaning assigned to it in Section 4.3(f).

(vv) “Stockholders” shall mean (i) the Initial Stockholder, (ii) each Fortress Affiliate Stockholder and (iii) each Permitted Transferee who becomes a party to or bound by the provisions of this Agreement in accordance with the terms hereof or a Permitted Transferee thereof who is entitled to enforce the provisions of this Agreement in accordance with the terms hereof, in each case of clauses (i), (ii) and (iii) to the extent that the Initial Stockholder, Fortress Affiliate Stockholders and Permitted Transferees, together, hold of record or Beneficially Own at least a Registrable Amount; provided that solely for purposes of determining the number of directors FIG LLC has the right to designate pursuant to Section 3.1(a), FIG LLC shall be deemed to hold of record or Beneficially Own a number of Company Securities equal to the product of (x) the total number of Company Securities held of record or Beneficially Owned by the Initial Stockholder and (y) a fraction, the numerator of which is the total number of voting securities of the Initial Stockholder held of record or beneficially owned by FIG LLC and the Fortress Affiliate Stockholders and the denominator of which is the total number of voting securities of the Initial Stockholder then issued and outstanding.

(ww) “Subsidiary” shall mean with respect to any Person (i) a corporation, fifty percent (50%) or more of the voting or capital stock of which is, as of the time in question, directly or indirectly owned by such Person, (ii) any other partnership, joint venture, association, joint stock company, trust, unincorporated organization or other entity in which such Person, directly or indirectly, owns fifty percent (50%) or more of the equity economic interest thereof or has the power to elect or direct the election of fifty percent (50%) or more of the members of the governing body of such entity or otherwise has control over such entity (e.g., as the managing partner of a partnership), or (iii) which would be considered subsidiaries of such Person within the meaning of Regulation S-K or Regulation S-X.

(xx) “Suspension Period” shall have the meaning assigned to it in Section 4.3(d).

(yy) “Underwritten Offering” shall mean a sale of securities of the Company to an underwriter or underwriters for reoffering to the public.

(zz) “Voting Power of the Company” shall mean the voting power of the then issued and outstanding capital stock of the Company entitled to vote in the election of directors of the Company.

Section 1.2 Construction. For the purposes of this Agreement (i) words (including capitalized terms defined herein) in the singular shall be held to include the plural and vice versa and words (including capitalized terms defined herein) of one gender shall be held to include the other gender as the context requires, (ii) the terms “hereof,” “herein” and “herewith” and words of similar import shall, unless otherwise stated, be construed to refer to this Agreement as a whole and not to any particular provision of this Agreement, and Article and Section references are to Articles and Sections of this Agreement, unless otherwise specified,

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(iii) the word “including” and words of similar import when used in this Agreement shall mean “including, without limitation,” (iv) all references to any period of days shall be deemed to be to the relevant number of calendar days unless otherwise specified, and (v) all references herein to “$” or dollars shall refer to United States dollars, unless otherwise specified.

ARTICLE II

TRANSFER

Section 2.1 Binding Effect on Transferees. A Permitted Transferee shall become a Stockholder hereunder, without any further action by the Company, following a transfer by a Stockholder of Company Securities to such Permitted Transferee upon the execution by such Permitted Transferee of a joinder providing that such Person shall be bound by and shall fully comply with the terms of this Agreement (including the provisions of Article IV with respect to the Company Securities being transferred to such transferee). The Fortress Affiliate Stockholders shall be deemed to be Stockholders without any further action.

Section 2.2 Additional Purchases. Any Company Securities owned by a Stockholder on or after the date of this Agreement shall have the benefit of and be subject to the terms and conditions of this Agreement.

Section 2.3 Charter Provisions. The parties hereto shall use their respective reasonable efforts (including voting or causing to be voted all of the Company Securities held of record by such party or Beneficially Owned by such party by virtue of having voting power over such Company Securities) so as to cause no amendment to be made to the Certificate of Incorporation or Bylaws as in effect as of the date of this Agreement in a manner that would (a) add restrictions to the transferability of the Company Securities by the Initial Stockholder, any Fortress Affiliate Stockholder or their Permitted Transferees who remain a “Stockholder” (as such term is used herein) at the time of such an amendment, which restrictions are beyond those then provided for in the Certificate of Incorporation, this Agreement or applicable securities laws or (b) nullify any of the rights of the Initial Stockholder, any Fortress Affiliate Stockholder or their Permitted Transferees who remain a “Stockholder” (as such term is used herein) at the time of such amendment, which rights are explicitly provided for in this Agreement, unless, in each such case, such amendment shall have been approved by such Stockholder.

Section 2.4 Legend. Any certificate representing Company Securities issued to a Stockholder shall be stamped or otherwise imprinted with a legend in substantially the following form:

“The shares represented by this certificate are subject to the provisions contained in the Stockholders Agreement, dated as of                      , 2013, by and among Springleaf Holdings, Inc. and the stockholder of Springleaf Holdings, Inc. described therein.”

The Company shall make customary arrangements to cause any Company Securities issued in uncertificated form to be identified on the books of the Company in a substantially similar manner.

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ARTICLE III

BOARD OF DIRECTORS

Section 3.1 Board.

(a) For so long as this Agreement is in effect, the Company and each Stockholder shall take all reasonable actions within their respective control (including voting or causing to be voted all of the Company Securities held of record by such Stockholder or Beneficially Owned by such Stockholder by virtue of having voting power over such Company Securities, and, with respect to the Company, as provided in Sections 3.1(c) and (d)) so as to cause to be elected to the Board, and to cause to continue in office, not more than five directors (or such other number of directors as FIG LLC may agree to in writing), at any given time:

(i) a number of directors equal to a majority of the Board, plus one director, shall be individuals designated by FIG LLC, for so long as the Stockholders, together, have Beneficial Ownership of at least 30% of the Voting Power of the Company;

(ii) a number of directors equal to a majority of the Board, minus one director, shall be individuals designated by the Initial Stockholder, for so long as the Stockholders, together, have Beneficial Ownership of less than 30% but at least 20% of the Voting Power of the Company, provided that if the Board consists of six or fewer directors, then the Initial Stockholder shall have the right to designate a number of directors equal to three directors;

(iii) a number of directors (rounded up to the nearest whole number) that would be required to maintain the Initial Stockholder’s proportional representation on the Board shall be individuals designated by the Initial Stockholder, for so long as the Stockholders, together, have Beneficial Ownership of less than 20% but at least 10% of the Voting Power of the Company, provided that if the Board consists of six or fewer directors, then the Initial Stockholder shall have the right to designate a number of directors equal to two directors; and

(iv) a number of directors (rounded up to the nearest whole number) that would be required to maintain the Initial Stockholder’s proportional representation on the Board shall be individuals designated by the Initial Stockholder, for so long as the Stockholders, together, have Beneficial Ownership of less than 10% but at least 5% of the Voting Power of the Company, provided that if the Board consists of six or fewer directors, then the Initial Stockholder shall have the right to designate a number of directors equal to one director.

(b) If FIG LLC notifies the Stockholders of its desire to remove, with or without cause, any director previously designated by it, the Stockholders shall vote or cause to be voted all of the shares of Company Securities held of record by such Stockholders or Beneficially Owned by such Stockholders by virtue of having voting power over such Company Securities and take all other reasonable actions within its control to cause the removal of such director.

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(c) The Company agrees to include in the slate of nominees recommended by the Board those persons designated by FIG LLC in accordance with Section 3.1(a) and to use its reasonable best efforts to cause the election of each such designee to the Board, including nominating such designees to be elected as directors, in each case subject to applicable law.

(d) In the event that a vacancy is created at any time by the death, disability, retirement, resignation or removal of any director who is designated by FIG LLC in accordance with Section 3.1(a), the Company agrees to take at any time and from time to time all actions necessary to cause the vacancy created thereby to be filled as promptly as practicable by a new designee of FIG LLC. In the event that the size of the Board is expanded to more than six directors, the Company agrees to take at any time and from time to time all actions necessary to cause the Board to continue to have the number of FIG LLC’s designees that corresponds to the requirements of Section 3.1(a).

(e) In the event that at any time the number of directors entitled to be designated by FIG LLC pursuant to Section 3.1(a) decreases, the Initial Stockholder and its Permitted Transferee shall take reasonable actions to cause a sufficient number of designated directors to resign from the Board at or prior to the end of such designated director’s term such that the number of designated directors after such resignation(s) equals the number of directors the Initial Stockholder would have been entitled to designate pursuant to Section 3.1(a). Any vacancies created by such resignation may remain vacant until the next annual meeting of stockholders or filled by a majority vote of the Board. Notwithstanding the foregoing, such designated director(s) need not resign from the Board at or prior to the end of such director’s term if the Company’s nominating committee recommends the nomination of such director(s) for election at the next annual meeting coinciding with the end of such director’s term, or otherwise (and for the avoidance of doubt, such director shall no longer be considered a designee of FIG LLC).

Section 3.2 Committees. For so long as this Agreement is in effect, the Company shall take all reasonable actions within its control at any given time so as to cause to be appointed to any committee of the Board a number of directors designated by FIG LLC that is up to the number of directors that is proportionate (rounding up to the next whole director) to the representation that FIG LLC is entitled to designate to the Board under this Agreement, to the extent such directors are permitted to serve on such committees under the applicable rules of the Commission and the New York Stock Exchange (“NYSE”) or by any other applicable stock exchange. It is understood by the parties hereto that FIG LLC shall not be required to have its directors represented on any committee and any failure to exercise such right in this section in a prior period shall not constitute any waiver of such right in a subsequent period.

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ARTICLE IV

REGISTRATION RIGHTS

Section 4.1 Demand Registration.

(a) At any time after the date that is 180 days after the date hereof (or such earlier date (i) as would permit the Company to cause any filings required hereunder to be filed on the 180^th day after the date hereof or (ii) as is permitted by waiver under the IPO Underwriting Agreement), any Person that is a Stockholder (a “Requesting Stockholder”) on the date a Demand is made shall be entitled to make a written request of the Company (a “Demand”) for registration under the Securities Act of a number of Registrable Securities that, when taken together with the number of Registrable Securities requested to be registered under the Securities Act by such Requesting Stockholder’s Affiliates, equals or is greater than the Registrable Amount (a “Demand Registration”) and thereupon the Company will, subject to the terms of this Agreement, use its commercially reasonable efforts to effect the registration under the Securities Act of:

(i) the Registrable Securities which the Company has been so requested to register by the Requesting Stockholders for disposition in accordance with the intended method of disposition stated in such Demand, which may be an Underwritten Offering;

(ii) all other Registrable Securities which the Company has been requested to register pursuant to Section 4.1(b); and

(iii) all shares of Common Stock which the Company may elect to register in connection with any offering of Registrable Securities pursuant to this Section 4.1, but subject to Section 4.1(f);

all to the extent necessary to permit the disposition (in accordance with the intended methods thereof) of the Registrable Securities and the additional Common Stock, if any, to be so registered.

(b) A Demand shall specify: (i) the aggregate number of Registrable Securities requested to be registered in such Demand Registration, (ii) the intended method of disposition in connection with such Demand Registration, to the extent then known and (iii) the identity of the Requesting Stockholder (or Requesting Stockholders). Within five days after receipt of a Demand, the Company shall give written notice of such Demand to any other Persons that on the date a Demand is delivered to the Company is a Stockholder (excluding Fortress Affiliate Stockholders which have not signed a joinder as contemplated by Section 2.1). Subject to Section 4.1(f), the Company shall include in the Demand Registration covered by such Demand all Registrable Securities with respect to which the Company has received a written request for inclusion therein. Such written request shall comply with the requirements of a Demand as set forth in this Section 4.1(b).

(c) Each Stockholder shall be entitled to an unlimited number of Demand Registrations until such time as the Stockholders, together, Beneficially Own less than a Registrable Amount.

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(d) Demand Registrations shall be on such registration form of the Commission for which the Company is eligible as shall be selected by the Requesting Stockholders whose shares represent a majority of the Registrable Securities that the Company has been requested to register, including, to the extent permissible, an automatically effective registration statement or an existing effective registration statement filed by the Company with the Commission, and shall be reasonably acceptable to the Company.

(e) The Company shall not be obligated to effect any Demand Registration (A) within one month of a “firm commitment” Underwritten Offering in which all Stockholders were given “piggyback” rights pursuant to Section 4.2 (subject to Section 4.1(f)) and provided that at least 50% of the number of Registrable Securities requested by such Stockholders to be included in such Demand Registration were included) or (B) within one month of any other Underwritten Offering pursuant to Section 4.3(e). In addition, the Company shall be entitled to postpone (upon written notice to all Stockholders) for a reasonable period of time not to exceed 60 days in succession the filing or the effectiveness of a registration statement for any Demand Registration (but no more than twice, or for more than 90 days in the aggregate, in any period of 12 consecutive months) if the Board determines in good faith and in its reasonable judgment that the filing or effectiveness of the registration statement relating to such Demand Registration would cause the disclosure of material, non-public information that the Company has a bona fide business purpose for preserving as confidential. In the event of a postponement by the Company of the filing or effectiveness of a registration statement for a Demand Registration, the holders of a majority of Registrable Securities held by the Requesting Stockholder(s) shall have the right to withdraw such Demand in accordance with Section 4.4.

(f) The Company shall not include any securities other than Registrable Securities in a Demand Registration, except with the written consent of Stockholders participating in such Demand Registration that hold a majority of the Registrable Securities included in such Demand Registration. If, in connection with a Demand Registration, any managing underwriter (or, if such Demand Registration is not an Underwritten Offering, a nationally recognized investment bank engaged in connection with such Demand Registration) advises the Company, that, in its opinion, the inclusion of all of the securities, including securities of the Company that are not Registrable Securities, sought to be registered in connection with such Demand Registration would adversely affect the marketability of the Registrable Securities sought to be sold pursuant thereto, then the Company shall include in such registration statement only such securities as the Company is advised by such underwriter or investment bank can be sold without such adverse effect as follows and in the following order of priority: (i) first, up to the number of Registrable Securities requested to be included in such Demand Registration by the Stockholders, which, in the opinion of the underwriter can be sold without adversely affecting the marketability of the offering, pro rata among such Stockholders requesting such Demand Registration on the basis of the number of such securities held by such Stockholders and such Stockholders that are Piggyback Sellers; (ii) second, securities the Company proposes to sell; and (iii) third, all other securities of the Company duly requested to be included in such registration statement, pro rata on the basis of the number of such other securities requested to be included or such other method determined by the Company.

(g) Any investment bank(s) that will serve as an underwriter with respect to such Demand Registration or, if such Demand Registration is not an Underwritten Offering,

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any investment bank engaged in connection therewith, shall be selected (i) by FIG LLC, for so long as a majority of the outstanding Common Stock of the Company is owned by the Initial Stockholder, its Permitted Transferees and any Fortress Affiliate Stockholder, and thereafter (ii) by the Stockholder participating in such Demand Registration that holds (together with its Permitted Transferees) a number of Registrable Securities included in such Demand Registration constituting a plurality of all Registrable Securities included in such Demand Registration.

Section 4.2 Piggyback Registrations.

(a) Subject to the terms and conditions hereof, whenever the Company proposes to register any of its equity securities under the Securities Act (other than a registration by the Company (x) on a registration statement on Form S-4 or (y) on a registration statement on Form S-8 (or, in any of the cases of (x) or (y), on any successor forms thereto)) (each, a “Piggyback Registration”), whether for its own account or for the account of others, the Company shall give the Stockholders (excluding Fortress Affiliate Stockholders which have not signed a joinder as contemplated by Section 2.1) prompt written notice thereof (but not less than five days prior to the filing by the Company with the Commission of any registration statement with respect thereto). Such notice (a “Piggyback Notice”) shall specify, at a minimum, the number of equity securities proposed to be registered, the proposed date of filing of such registration statement with the Commission, the proposed means of distribution and the proposed managing underwriter or underwriters (if any and if known). Upon the written request of any Person that on the date of such Piggyback Notice is a Stockholder, given within five days after such Piggyback Notice is received by such Person (any such Persons, a “Piggyback Seller”) (which written request shall specify the number of Registrable Securities then presently intended to be disposed of by such Piggyback Seller), the Company, subject to the terms and conditions of this Agreement, shall use its commercially reasonable efforts to cause all such Registrable Securities held by Piggyback Sellers with respect to which the Company has received such written requests for inclusion to be included in such Piggyback Registration on the same terms and conditions as the Company’s equity securities being sold in such Piggyback Registration.

(b) If, in connection with a Piggyback Registration, any managing underwriter (or, if such Piggyback Registration is not an Underwritten Offering, a nationally recognized investment bank engaged in connection with such Demand Registration) advises the Company in writing that, in its opinion, the inclusion of all the equity securities sought to be included in such Piggyback Registration by (i) the Company, (ii) others who have sought to have equity securities of the Company registered in such Piggyback Registration pursuant to rights to demand (other than pursuant to so-called “piggyback” or other incidental or participation registration rights) such registration (such Persons being “Other Demanding Sellers”), (iii) the Piggyback Sellers and (iv) any other proposed sellers of equity securities of the Company (such Persons being “Other Proposed Sellers”), as the case may be, would adversely affect the marketability of the equity securities sought to be sold pursuant thereto, then the Company shall include in the registration statement applicable to such Piggyback Registration only such equity securities as the Company is so advised by such underwriter or investment bank can be sold without such an effect, as follows and in the following order of priority:

(i) if the Piggyback Registration relates to an offering for the Company’s own account, then (A) first, such number of equity securities to be sold by the Company as the Company, in its reasonable judgment and acting in good faith and in accordance with sound financial practice, shall have determined,

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(B) second, Registrable Securities of Piggyback Sellers and securities sought to be registered by Other Demanding Sellers (if any), pro rata on the basis of the number of shares of Common Stock held by such Piggyback Sellers and Other Demanding Sellers and (C) third, other equity securities held by any Other Proposed Sellers; or

(ii) if the Piggyback Registration relates to an offering other than for the Company’s own account, then (A) first, such number of equity securities sought to be registered by each Other Demanding Seller and the Piggyback Sellers (if any), pro rata in proportion to the number of shares of Common Stock held by all such Other Demanding Sellers and Piggyback Sellers and (B) second, other equity securities held by any Other Proposed Sellers or to be sold by the Company as determined by the Company and with such priorities among them as may from time to time be determined or agreed to by the Company.

(c) In connection with any Underwritten Offering under this Section 4.2 for the Company’s account, the Company shall not be required to include a holder’s Registrable Securities in the Underwritten Offering unless such holder accepts the terms of the underwriting as agreed upon between the Company and the underwriters selected by the Company; provided, that any applicable underwriting agreement includes only customary terms and conditions.

(d) If, at any time after giving written notice of its intention to register any of its equity securities as set forth in this Section 4.2 and prior to the time the registration statement filed in connection with such Piggyback Registration is declared effective, the Company shall determine for any reason not to register such equity securities, the Company may, at its election, give written notice of such determination to each Stockholder and thereupon shall be relieved of its obligation to register any Registrable Securities in connection with such particular withdrawn or abandoned Piggyback Registration (but not from its obligation to pay the Registration Expenses in connection therewith as provided herein); provided, that Stockholders may continue the registration as a Demand Registration pursuant to the terms of Section 4.1.

Section 4.3 Shelf Registration.

(a) Subject to Section 4.3(e), and further subject to the availability of a Registration Statement on Form S-3 or a successor form, which may be an automatically effective registration statement at any time the Company is eligible (“Form S-3”) to the Company, the Initial Stockholder or any of its Permitted Transferees (in each case to the extent a Stockholder hereunder) may by written notice delivered (which notice can be delivered at any time after the eleven month anniversary of the date hereof) to the Company (the “Shelf Notice”) require the Company to (i) file as promptly as practicable (but no later than 30 days after the date the Shelf Notice is delivered), and to use commercially reasonable efforts to cause to be declared effective by the Commission at the earliest possible date permitted under the rules and regulations of the Commission (but no later than 60 days after such filing date), a Form S-3, or (ii) use an existing Form S-3 filed with the Commission, in each case providing for an offering to be made on a continuous basis pursuant to Rule 415 under the Securities Act relating to the offer and sale, from time to time, of the Registrable Securities owned by the Initial Stockholder or the Fortress

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Affiliate Stockholders (or any of their Permitted Transferees), as the case may be, and any other Persons that at the time of the Shelf Notice meet the definition of a Stockholder who elect to participate therein as provided in Section 4.3(b) (a “Shelf Registration Statement”).

(b) The Initial Stockholder and its Permitted Transferees shall be entitled to require the Company to file an unlimited number of Shelf Registration Statements until such time as the Stockholders, together, Beneficially Own less than a Registrable Amount.

(c) Within five business days after receipt of a Shelf Notice pursuant to Section 4.3(a), the Company will deliver written notice thereof to each Stockholder (excluding Fortress Affiliate Stockholders which have not signed a joinder as contemplated by Section 2.1). Each Stockholder may elect to participate in the Shelf Registration Statement by delivering to the Company a written request to so participate.

(d) Subject to Section 4.3(e), the Company will use commercially reasonable efforts to keep the Shelf Registration Statement continuously effective until the date on which all Registrable Securities covered by the Shelf Registration Statement have been sold thereunder in accordance with the plan and method of distribution disclosed in the prospectus included in the Shelf Registration Statement, or otherwise (the “Shelf Registration Effectiveness Period”).

(e) Notwithstanding anything to the contrary contained in this Agreement, the Company shall be entitled, from time to time, by providing notice to the Stockholders who elected to participate in the Shelf Registration Statement, to require such Stockholders to suspend the use of the prospectus for sales of Registrable Securities under the Shelf Registration Statement for a reasonable period of time not to exceed 60 days in succession or 90 days in the aggregate in any 12 month period (a “Suspension Period”) if the Board determines in good faith and in its reasonable judgment that it is required to disclose in the Shelf Registration Statement material, non-public information that the Company has a bona fide business purpose for preserving as confidential. Immediately upon receipt of such notice, the Stockholders covered by the Shelf Registration Statement shall suspend the use of the prospectus until the requisite changes to the prospectus have been made as required below. Any Suspension Period shall terminate at such time as the public disclosure of such information is made. After the expiration of any Suspension Period and without any further request from a Stockholder, the Company shall as promptly as practicable prepare a post-effective amendment or supplement to the Shelf Registration Statement or the prospectus, or any document incorporated therein by reference, or file any other required document so that, as thereafter delivered to purchasers of the Registrable Securities included therein, the prospectus will not include an untrue statement of a material fact or omit to state any material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading.

(f) At any time, and from time-to-time, during the Shelf Registration Effectiveness Period (except during a Suspension Period), each of the Initial Stockholder, the Fortress Affiliate Stockholders or any of their Permitted Transferees (in each case to the extent a Stockholder hereunder) may notify the Company of their intent to sell Registrable Securities covered by the Shelf Registration Statement (in whole or in part) in an Underwritten Offering (a “Shelf Underwritten Offering”); provided that the Company shall not be obligated to participate in more than four underwritten offerings during any twelve-month period. Such notice shall specify (x) the aggregate number of Registrable Securities requested to be registered in such Shelf

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Underwritten Offering and (y) the identity of the Stockholder(s) requesting such Shelf Underwritten Offering. Upon receipt by the Company of such notice, the Company shall promptly comply with the applicable provisions of this Agreement, including those provisions of Section 4.5 relating the Company’s obligation to make filings with the Commission, assist in the preparation and filing with the Commission of prospectus supplements and amendments to the Shelf Registration Statement, participate in “road shows,” agree to customary “lock-up” agreements with respect to the Company’s securities and obtain “comfort” letters, and the Company shall take such other actions as necessary or appropriate to permit the consummation of such Shelf Underwritten Offering as promptly as practicable. Each Shelf Underwritten Offering shall be for the sale of a number of Registrable Securities equal to or greater than the Registrable Amount. In any Shelf Underwritten Offering, the Company shall select the investment bank(s) and managers that will serve as lead or co-managing underwriters with respect to the offering of such Registrable Securities, which shall be reasonably acceptable to the Stockholders participating in such Shelf Underwritten Offering that hold a majority of the Registrable Securities included in such Shelf Underwritten Offering.

Section 4.4 Withdrawal Rights. Any Stockholder having notified or directed the Company to include any or all of its Registrable Securities in a registration statement under the Securities Act shall have the right to withdraw any such notice or direction with respect to any or all of the Registrable Securities designated by it for registration by giving written notice to such effect to the Company prior to the effective date of such registration statement. In the event of any such withdrawal, the Company shall not include such Registrable Securities in the applicable registration and such Registrable Securities shall continue to be Registrable Securities for all purposes of this Agreement. No such withdrawal shall affect the obligations of the Company with respect to the Registrable Securities not so withdrawn; provided, however, that in the case of a Demand Registration, if such withdrawal shall reduce the number of Registrable Securities sought to be included in such registration below the Registrable Amount, then the Company shall as promptly as practicable give each holder of Registrable Securities sought to be registered notice to such effect and, within ten days following the mailing of such notice, such holder(s) of Registrable Securities still seeking registration shall, by written notice to the Company, elect to register additional Registrable Securities, when taken together with elections to register Registrable Securities by its Permitted Transferees, to satisfy the Registrable Amount or elect that such registration statement not be filed or, if theretofore filed, be withdrawn. During such ten day period, the Company shall not file such registration statement if not theretofore filed or, if such registration statement has been theretofore filed, the Company shall not seek, and shall use commercially reasonable efforts to prevent, the effectiveness thereof.

Section 4.5 Registration Procedures.

(a) If and whenever the Company is required to use commercially reasonable efforts to effect the registration of any Registrable Securities under the Securities Act as provided in Sections 4.1, 4.2 and 4.3, the Company shall as promptly as practicable (in each case, to the extent applicable):

(i) prepare and file with the Commission a registration statement to effect such registration, cause such registration statement to become effective at the earliest possible date permitted under the rules and regulations of the Commission, and thereafter use commercially reasonable efforts to cause such

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registration statement to remain effective pursuant to the terms of this Agreement; provided, however, that the Company may discontinue any registration of its securities which are not Registrable Securities at any time prior to the effective date of the registration statement relating thereto; provided, further that before filing such registration statement or any amendments thereto, the Company will furnish to the counsel selected by the holders of Registrable Securities which are to be included in such registration (“Selling Holders”) copies of all such documents proposed to be filed, which documents will be subject to the review of and comment by such counsel (it being understood that counsel to the Selling Holders will conduct its review and provide any comments promptly);

(ii) prepare and file with the Commission such amendments (including post-effective amendments) and supplements to such registration statement and the prospectus used in connection therewith and any Exchange Act reports incorporated by reference therein as may be necessary to keep such registration statement effective and to comply with the provisions of the Securities Act with respect to the disposition of all securities covered by such registration statement until the earlier of such time as all of such securities have been disposed of in accordance with the intended methods of disposition by the Selling Holder(s) set forth in such registration statement or (i) in the case of a Demand Registration pursuant to Section 4.1, the expiration of 60 days after such registration statement becomes effective or (ii) in the case of a Piggyback Registration pursuant to Section 4.2, the expiration of 60 days after such registration statement becomes effective or (iii) in the case of a Shelf Registration pursuant to Section 4.3, the Shelf Registration Effectiveness Period;

(iii) furnish to each Selling Holder and each underwriter, if any, of the securities being sold by such Selling Holder such number of conformed copies of such registration statement and of each amendment and supplement thereto (in each case including all exhibits), such number of copies of the prospectus contained in such registration statement (including each preliminary prospectus and any summary prospectus) and any other prospectus filed under Rule 424 under the Securities Act, in conformity with the requirements of the Securities Act, and any Issuer Free Writing Prospectus and such other documents as such Selling Holder and underwriter, if any, may reasonably request in order to facilitate the public sale or other disposition of the Registrable Securities owned by such Selling Holder;

(iv) use commercially reasonable efforts to register or qualify such Registrable Securities covered by such registration statement under such other securities laws or blue sky laws of such jurisdictions as any Selling Holder and any underwriter of the securities being sold by such Selling Holder shall reasonably request, and take any other action which may be reasonably necessary or advisable to enable such Selling Holder and underwriter to consummate the disposition in such jurisdictions of the Registrable Securities owned by such Selling Holder, except that the Company shall not for any such purpose be required to qualify generally to do business as a foreign corporation in

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any jurisdiction wherein it would not but for the requirements of this clause (iv) be obligated to be so qualified, to subject itself to taxation in any such jurisdiction or to file a general consent to service of process in any such jurisdiction;

(v) use best efforts to cause such Registrable Securities to be listed on each securities exchange on which similar securities issued by the Company are then listed and, if no such securities are so listed, use commercially reasonable efforts to cause such Registrable Securities to be listed on the NYSE or the Nasdaq Stock Market;

(vi) use commercially reasonable efforts to cause such Registrable Securities covered by such registration statement to be registered with or approved by such other governmental agencies or authorities as may be necessary to enable the Selling Holder(s) thereof to consummate the disposition of such Registrable Securities;

(vii) in connection with an Underwritten Offering, obtain for each Selling Holder and underwriter:

(1) an opinion of counsel for the Company, covering the matters customarily covered in opinions requested in underwritten offerings and such other matters as may be reasonably requested by such Selling Holder and underwriters, and

(2) a “comfort” letter (or, in the case of any such Person which does not satisfy the conditions for receipt of a “comfort” letter specified in AU Section 634 of the AICPA Professional Standards, an “agreed upon procedures” letter) signed by the independent registered public accountants who have certified the Company’s financial statements included in such registration statement (and, if necessary, any other independent registered public accountant of any Subsidiary of the Company or any business acquired by the Company from which financial statements and financial data are, or are required to be, included in the registration statement); ;

(viii) promptly make available for inspection by any Selling Holder, any underwriter participating in any disposition pursuant to any registration statement, and any attorney, accountant or other agent or representative retained by any such Selling Holder or underwriter (collectively, the “Inspectors”), all financial and other records, pertinent corporate documents and properties of the Company (collectively, the “Records”), as shall be reasonably necessary to enable such Selling Holder or underwriter to exercise their due diligence responsibility, and cause the Company’s officers, directors and employees to supply all information requested by any such Inspector in connection with such registration statement promptly; provided, however, that, unless the disclosure of such Records is necessary to avoid or correct a misstatement or omission in the registration statement or the release of such Records is ordered pursuant to a subpoena or other order from a court of competent jurisdiction, the Company shall not be required to provide any

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information under this subparagraph (viii) if (i) the Company believes, after consultation with counsel for the Company, that to do so would cause the Company to forfeit an attorney-client privilege that was applicable to such information or (ii) if either (A) the Company has requested and been granted from the Commission confidential treatment of such information contained in any filing with the Commission or documents provided supplementally or otherwise or (B) the Company reasonably determines in good faith that such Records are confidential and so notifies the Inspectors in writing unless prior to furnishing any such information with respect to (i) or (ii) such holder of Registrable Securities requesting such information agrees, and causes each of its Inspectors, to enter into a confidentiality agreement on terms reasonably acceptable to the Company; and provided, further, that each Holder of Registrable Securities agrees that it will, upon learning that disclosure of such Records is sought in a court of competent jurisdiction, give notice to the Company and allow the Company, at its expense, to undertake appropriate action and to prevent disclosure of the Records deemed confidential;

(ix) promptly notify in writing each Selling Holder and the underwriters, if any, of the following events:

(1) the filing of the registration statement, the prospectus or any prospectus supplement related thereto, any Issuer Free Writing Prospectus or post-effective amendment to the registration statement, and, with respect to the registration statement or any post-effective amendment thereto, when the same has become effective;

(2) any request by the Commission for amendments or supplements to the registration statement or the prospectus or for additional information;

(3) the issuance by the Commission of any stop order suspending the effectiveness of the registration statement or the initiation of any proceedings by any Person for that purpose;

(4) when any Issuer Free Writing Prospectus includes information that may conflict with the information contained in the registration statement; and

(5) the receipt by the Company of any notification with respect to the suspension of the qualification of any Registrable Securities for sale under the securities or blue sky laws of any jurisdiction or the initiation or threat of any proceeding for such purpose;

(x) notify each Selling Holder, at any time when a prospectus relating thereto is required to be delivered under the Securities Act, upon discovery that, or upon the happening of any event as a result of which, the prospectus included in such registration statement, as then in effect, includes an untrue statement of a material fact or omits to state any material fact required to

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be stated therein or necessary to make the statements therein not misleading, and, at the request of any Selling Holder, promptly prepare and furnish to such Selling Holder a reasonable number of copies of a supplement to or an amendment of such prospectus as may be necessary so that, as thereafter delivered to the purchasers of such Registrable Securities, such prospectus shall not include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading;

(xi) use every reasonable best effort to obtain the withdrawal of any order suspending the effectiveness of such registration statement;

(xii) otherwise use commercially reasonable efforts to comply with all applicable rules and regulations of the Commission, and make available to Selling Holders, as promptly as practicable, an earnings statement covering the period of at least 12 months, but not more than 18 months, beginning with the first day of the Company’s first full quarter after the effective date of such registration statement, which earnings statement shall satisfy the provisions of Section 11(a) of the Securities Act and Rule 158 thereunder;

(xiii) use its reasonable best efforts to assist Stockholders who made a request to the Company to provide for a third party “market maker” for the Common Stock; provided, however, that the Company shall not be required to serve as such “market maker”;

(xiv) cooperate with any Selling Holder and any underwriter and the managing underwriter to facilitate the timely preparation and delivery of certificates (which shall not bear any restrictive legends unless required under applicable law), if necessary or appropriate, representing securities sold under any registration statement, and enable such securities to be in such denominations and registered in such names as the managing underwriter or such Selling Holder may request and keep available and make available to the Company’s transfer agent prior to the effectiveness of such registration statement a supply of such certificates as necessary or appropriate;

(xv) have appropriate officers of the Company prepare and make presentations at any “road shows” and before analysts and rating agencies, as the case may be, take other actions to obtain ratings for any Registrable Securities (if they are eligible to be rated) and otherwise use its reasonable best efforts to cooperate as reasonably requested by the Selling Holders and the underwriters in the offering, marketing or selling of the Registrable Securities;

(xvi) have appropriate officers of the Company, and cause representatives of the Company’s independent registered public accountants, to participate in any due diligence discussions reasonably requested by any Selling Holder or any underwriter;

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(xvii) if requested by any underwriter, agree, and cause the Company and any directors or officers of the Company to agree, to be bound by customary “lock-up” agreements restricting the ability to dispose of Company securities;

(xviii) if requested by any Selling Holders or any underwriter, promptly incorporate in the registration statement or any prospectus, pursuant to a supplement or post-effective amendment if necessary, such information as such Selling Holders may reasonably request to have included therein, including information relating to the “Plan of Distribution” of the Registrable Securities;

(xix) cooperate and assist in any filings required to be made with the FINRA and in the performance of any due diligence investigation by any underwriter that is required to be undertaken in accordance with the rules and regulations of the FINRA;

(xx) otherwise use reasonable best efforts to cooperate as reasonably requested by the Selling Holders and the underwriters in the offering, marketing or selling of the Registrable Securities;

(xxi) otherwise use commercially reasonable efforts to comply with all applicable rules and regulations of the Commission and all reporting requirements under the rules and regulations of the Exchange Act; and

(xxii) use reasonable best efforts to take any action requested by the Selling Holders, including any action described in clauses (i) through (xxi) above to prepare for and facilitate any “over-night deal” or other proposed sale of Registrable Securities over a limited timeframe.

The Company may require each Selling Holder and each underwriter, if any, to furnish the Company in writing such information regarding each Selling Holder or underwriter and the distribution of such Registrable Securities as the Company may from time to time reasonably request to complete or amend the information required by such registration statement.

(b) Without limiting any of the foregoing, in the event that the offering of Registrable Securities is to be made by or through an underwriter, the Company shall enter into an underwriting agreement with a managing underwriter or underwriters containing representations, warranties, indemnities and agreements customarily included (but not inconsistent with the covenants and agreements of the Company contained herein) by an issuer of common stock in underwriting agreements with respect to offerings of common stock for the account of, or on behalf of, such issuers. In connection with any offering of Registrable Securities registered pursuant to this Agreement, the Company shall furnish to the underwriter, if any (or, if no underwriter, the Selling Holder), unlegended certificates representing ownership of the Registrable Securities being sold (unless, in the Company’s sole discretion, such Registrable Securities are to be issued in uncertificated form pursuant to the customary arrangements for issuing shares in such form), in such denominations as requested and instruct any transfer agent and registrar of the Registrable Securities to release any stop transfer order with respect thereto.

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(c) Each Selling Holder agrees that upon receipt of any notice from the Company of the happening of any event of the kind described in Section 4.5(a)(ix), such Selling Holder shall forthwith discontinue such Selling Holder’s disposition of Registrable Securities pursuant to the applicable registration statement and prospectus relating thereto until such Selling Holder’s receipt of the copies of the supplemented or amended prospectus contemplated by Section 4.5(a)(ix) and, if so directed by the Company, deliver to the Company, at the Company’s expense, all copies, other than permanent file copies, then in such Selling Holder’s possession of the prospectus current at the time of receipt of such notice relating to such Registrable Securities. In the event the Company shall give such notice, any applicable 60 day period during which such registration statement must remain effective pursuant to this Agreement shall be extended by the number of days during the period from the date of giving of a notice regarding the happening of an event of the kind described in Section 4.5(a)(ix) to the date when all such Selling Holders shall receive such a supplemented or amended prospectus and such prospectus shall have been filed with the Commission.

Section 4.6 Registration Expenses.

(a) All expenses incident to the Company’s performance of, or compliance with, its obligations under this Agreement including (i)(A) all registration and filing fees, all fees and expenses of compliance with securities and “blue sky” laws, (B) all fees and expenses associated with filings required to be made with FINRA (including, if applicable, the fees and expenses of any “qualified independent underwriter” as such term is defined in NASD Rule 2720 or the equivalent rule incorporated into the FINRA rulebook), (C) all fees and expenses of compliance with securities and “blue sky” laws, (D) all printing (including expenses of printing certificates, if any, for the Registrable Securities in a form eligible for deposit with the Depository Trust Company and of printing prospectuses if the printing of prospectuses and Issuer Free Writing Prospectuses is requested by a holder of Registrable Securities) and copying expenses, (E) all messenger and delivery expenses, (F) all fees and expenses of the Company’s independent certified public accountants and counsel (including with respect to “comfort” letters, “agreed-upon procedures” letter and opinions), (G) fees and expenses of one counsel to the Stockholders selling in such registration (which firm shall be selected by the Stockholders selling in such registration that hold a majority of the Registrable Securities included in such registration), (H) except as provided in clause (ii) below, the fees and expenses (including underwriting discounts and commissions and transfer taxes) of every nationally recognized investment bank engaged in connection with a Demand Registration or a Piggyback Registration that is not an Underwritten Offering, (collectively, the “Registration Expenses”) and (ii) any expenses described in clauses (i)(A) through (H) above incurred in connection with the marketing and sale of Registrable Securities (“Offering Expenses”) shall be borne by the Company, regardless of whether a registration is effected, marketing is commenced or sale is made. The Company will pay its internal expenses (including all salaries and expenses of its officers and employees performing legal or accounting duties, the expense of any annual audit and the expense of any liability insurance) and the expenses and fees for listing the securities to be registered on each securities exchange and included in each established over-the-counter market on which similar securities issued by the Company are then listed or traded.

(b) Each Selling Holder shall pay its portion of all underwriting discounts and commissions and transfer taxes, if any, relating to the sale of such Selling Holder’s Registrable Securities pursuant to any registration.

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ARTICLE V

INDEMNIFICATION

Section 5.1 General Indemnification. The Company agrees to indemnify and hold harmless the Initial Stockholder and each of the officers, directors, employees, members, managers, partners and agents or Affiliates of the Initial Stockholder against any and all losses, claims, damages, liabilities and expenses (including reasonable expenses of investigation and reasonable attorneys’ fees and expenses) (collectively, the “Losses”), in each case, based on, arising out of, resulting from or in connection with any claim, action, cause of action, suit, proceeding or investigation, whether civil, criminal, administrative, investigative or other (collectively, “Actions”), based on, arising out of, pertaining to or in connection with (i) the ownership or the operation of the assets or properties, and the operation or conduct of the business of, including contracts entered into by, the Company, whether before, on or after the date hereof (ii) any other activity that the Company or its Subsidiaries engages in and (iii) any untrue statement or alleged untrue statement of a material fact contained in any Filing or any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, other than misstatements or omissions made in reliance on information relating to and furnished by the Initial Stockholder in writing expressly for use in the preparation of such Filing. The indemnity agreement contained in this Section 5.1 shall be applicable whether or not any Action or the facts or transactions giving rise to such Action arose prior to, on or subsequent to the date of this Agreement.

Section 5.2 Registration Statement Indemnification.

(a) The Company agrees to indemnify and hold harmless, to the fullest extent permitted by law, each Selling Holder, its officers, directors, employees, managers, members, partners and Affiliates, such Selling Holder or such other indemnified Person from and against all Losses caused by, resulting from or relating to any untrue statement (or alleged untrue statement) of a material fact contained in any registration statement, any Issuer Free Writing Prospectus, any prospectus or preliminary prospectus or any amendment thereof or supplement thereto or any omission (or alleged omission) of a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, except insofar as the same are caused by any information furnished in writing to the Company by such Selling Holder expressly for use therein. In connection with an Underwritten Offering and without limiting any of the Company’s other obligations under this Agreement, the Company shall also indemnify such underwriters, their officers, directors, employees and agents and each Person who controls (within the meaning of Section 15 of the Securities Act and Section 20 of the Exchange Act) such underwriters or such other indemnified Person to the same extent as provided above with respect to the indemnification (and exceptions thereto) of the holders of Registrable Securities being sold. Reimbursements payable pursuant to the indemnification contemplated by this Section 5.2(a) will be made by periodic payments during the course of any investigation or defense, as and when bills are received or expenses incurred.

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(b) In connection with any registration statement in which a holder of Registrable Securities is participating, each such Selling Holder will furnish to the Company in writing information regarding such Selling Holder’s ownership of Registrable Securities and its intended method of distribution thereof and, to the extent permitted by law, shall, severally and not jointly, indemnify the Company, its directors, officers, employees and agents and each Person who controls (within the meaning of Section 15 of the Securities Act and Section 20 of the Exchange Act) the Company or such other indemnified Person against all Losses caused by any untrue statement of material fact contained in the registration statement, any Issuer Free Writing Prospectus, any prospectus or preliminary prospectus or any amendment thereof or supplement thereto or any omission of a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, but only to the extent that such untrue statement or omission is caused by and contained in such information so furnished in writing by such Selling Holder expressly for use therein; provided, however, that each Selling Holder’s obligation to indemnify the Company hereunder shall, to the extent more than one Selling Holder is subject to the same indemnification obligation, be apportioned between each Selling Holder based upon the net amount received by each Selling Holder from the sale of Registrable Securities, as compared to the total net amount received by all of the Selling Holders of Registrable Securities sold pursuant to such registration statement. Notwithstanding the foregoing, no Selling Holder shall be liable to the Company for amounts in excess of the lesser of (i) such apportionment and (ii) the net amount received by such holder in the offering giving rise to such liability.

Section 5.3 Contribution.

(a) If recovery is not available under the foregoing indemnification provisions for any reason or reasons other than as specified therein, any Person who would otherwise be entitled to indemnification by the terms thereof shall nevertheless be entitled to contribution with respect to any Losses with respect to which such Person would be entitled to such indemnification but for such reason or reasons. In determining the amount of contribution to which the respective Persons are entitled, there shall be considered the Persons’ relative knowledge and access to information concerning the matter with respect to which the claim was asserted, the opportunity to correct and prevent any statement or omission, and other equitable considerations appropriate under the circumstances. It is hereby agreed that it would not necessarily be equitable if the amount of such contribution were determined by pro rata or per capita allocation. No Person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) shall be entitled to contribution from any Person who was not found guilty of such fraudulent misrepresentation. Notwithstanding the foregoing, no Selling Holder or transferee thereof shall be required to make a contribution in excess of the net amount received by such holder from its sale of Registrable Securities in connection with the offering that gave rise to the contribution obligation.

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Section 5.4 Procedure.

(a) Any Person entitled to indemnification hereunder shall give prompt written notice to the indemnifying party of any claim with respect to which it seeks indemnification; provided, however, the failure to give such notice shall not release the indemnifying party from its obligation, except to the extent that the indemnifying party has been materially prejudiced by such failure to provide such notice on a timely basis.

(b) In any case in which any such action is brought against any indemnified party, and it notifies an indemnifying party of the commencement thereof, the indemnifying party will be entitled to participate therein, and, to the extent that it may wish, jointly with any other indemnifying party similarly notified, to assume the defense thereof, with counsel reasonably satisfactory to such indemnified party, and after notice from the indemnifying party to such indemnified party of its election so to assume the defense thereof, the indemnifying party will not (so long as it shall continue to have the right to defend, contest, litigate and settle the matter in question in accordance with this paragraph) be liable to such indemnified party hereunder for any legal or other expense subsequently incurred by such indemnified party in connection with the defense thereof other than reasonable costs of investigation, supervision and monitoring (unless (i) such indemnified party reasonably objects to such assumption on the grounds that there may be defenses available to it which are different from or in addition to the defenses available to such indemnifying party or (ii) the indemnifying party shall have failed within a reasonable period of time to assume such defense and the indemnified party is or is reasonably likely to be prejudiced by such delay, in either event the indemnified party shall be promptly reimbursed by the indemnifying party for the expenses incurred in connection with retaining separate legal counsel). The indemnifying party shall lose its right to defend, contest, litigate and settle a matter if it shall fail to diligently contest such matter (except to the extent settled in accordance with the next following sentence).

Section 5.5 Other Matters.

(a) An indemnifying party shall not be liable for any settlement of an Action effected without its consent. No indemnifying party shall, without the prior written consent of the indemnified party, effect any settlement of any pending or threatened Action in respect of which any indemnified party is or could have been a party and indemnity could have been sought hereunder by such indemnified party, unless such settlement includes an unconditional release of such indemnified party from all liability on claims that are the subject matter of such Action.

(b) Any Losses for which an indemnified party is entitled to indemnification or contribution under this Article V shall be paid by the indemnifying party to the indemnified party as such Losses are incurred. The indemnity and contribution agreements contained in this Article V shall remain operative and in full force and effect, regardless of (i) any investigation made by or on behalf of any Indemnitee, the Company, its directors or officers, or any person controlling the Company, and (ii) any termination of this Agreement.

(c) The parties hereto shall, and shall cause their respective Subsidiaries to, cooperate with each other in a reasonable manner with respect to access to unprivileged information and similar matters in connection with any Action. The provisions of this Article V are for the benefit of, and are intended to create third party beneficiary rights in favor of, each of the indemnified parties referred to herein.

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(d) Not less than three days before the expected filing date of each registration statement pursuant to this Agreement, the Company shall notify each Stockholder who has timely provided the requisite notice hereunder entitling the Stockholder to register Registrable Securities in such registration statement of the information, documents and instruments from such Stockholder that the Company or any underwriter reasonably requests in connection with such registration statement, including, but not limited to a questionnaire, custody agreement, power of attorney, lock-up letter and underwriting agreement (the “Requested Information”). If the Company has not received, on or before the day before the expected filing date, the Requested Information from such Stockholder, the Company may file the Registration Statement without including Registrable Securities of such Stockholder. The failure to so include in any registration statement the Registrable Securities of a Stockholder (with regard to that registration statement) shall not in and of itself result in any liability on the part of the Company to such Stockholder.

ARTICLE VI

MISCELLANEOUS

Section 6.1 Headings. The headings in this Agreement are for convenience of reference only and shall not control or effect the meaning or construction of any provisions hereof.

Section 6.2 Entire Agreement. This Agreement constitutes the entire agreement and understanding of the parties hereto in respect of the subject matter contained herein, and there are no restrictions, promises, representations, warranties, covenants, conditions or undertakings with respect to the subject matter hereof, other than those expressly set forth or referred to herein. This Agreement supersedes all prior agreements and understandings between the parties hereto with respect to the subject matter hereof.

Section 6.3 Further Actions; Cooperation. Each of the Stockholders agrees to use its reasonable efforts to take, or cause to be taken, all actions and to do, or cause to be done, and to assist and cooperate with the other parties in doing, all things necessary, proper or advisable to give effect to the transactions contemplated by this Agreement. Without limiting the generality of the foregoing, each of the Stockholders (i) acknowledges that such Stockholder will prepare and file with the Commission filings under the Exchange Act, including under Section 13(d) of the Exchange Act, relating to its Beneficial Ownership of the Common Stock and (ii) agrees to use its reasonable efforts to assist and cooperate with the other parties in promptly preparing, reviewing and executing any such filings under the Exchange Act, including any amendments thereto.

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Section 6.4 Notices. All notices, requests, consents and other communications hereunder to any party shall be deemed to be sufficient if contained in a written instrument delivered in person or sent by facsimile, nationally recognized overnight courier or first class registered or certified mail, return receipt requested, postage prepaid, addressed to such party at the address set forth below or such other address as may hereafter be designated on the signature pages of this Agreement or in writing by such party to the other parties:

If to the Initial Stockholder, to:

Springleaf Financial Holdings, LLC

c/o Fortress Investment Group LLC

1345 Avenue of the Americas, 46th Floor

New York, NY 10105

Fax: (212) 798-6122

Email: rnardone@fortress.com

Attn: Randal A. Nardone

with a copy (which shall not constitute notice) to:

Skadden, Arps, Slate, Meagher & Flom LLP

4 Times Square

New York, NY 10036-6522

Fax: (212) 735-2000

Email: gregory.fernicola@skadden.com

Attn:  Gregory A.Fernicola, Esq.

If to the Company, to:

Springleaf Holdings, Inc.

601 N.W. Second Street

Evansville, IN 47708

Email: scott.mckinlay@slfs.com

Attn: General Counsel

If to a Stockholder that is not the Initial Stockholder, then to the address set forth in the written agreement of such Stockholder provided for in Section 2.1 hereof.

All such notices, requests, consents and other communications shall be deemed to have been given or made if and when received (including by overnight courier) by the parties at the above addresses or sent by email, facsimile, with confirmation received, to the email addresses or facsimile numbers specified above (or at such other address or facsimile number for a party as shall be specified by like notice). Any notice delivered by any party hereto to any other party hereto shall also be delivered to each other party hereto simultaneously with delivery to the first party receiving such notice.

Section 6.5 Applicable Law. The substantive laws of the State of New York shall govern the interpretation, validity and performance of the terms of this Agreement, without regard to conflicts of law doctrines.

Section 6.6 Severability. The provisions of this Agreement are independent of and separable from each other. The invalidity, illegality or unenforceability of one or more of the provisions of this Agreement in any jurisdiction shall not affect the validity, legality or enforceability of the remainder of this Agreement, including any such provisions, in any other jurisdiction, it being intended that all rights and obligations of the parties hereunder shall be enforceable to the fullest extent permitted by law. The parties hereto shall endeavor in good faith

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negotiations to replace any invalid, illegal or unenforceable provisions with valid provisions the economic effect of which comes as close as possible to that of the invalid, illegal or unenforceable provision, as applicable.

Section 6.7 Successors and Assigns. Except as otherwise provided herein, all the terms and provisions of this Agreement shall be binding upon, shall inure to the benefit of and shall be enforceable by the respective successors and permitted assigns of the parties hereto. No Stockholder may assign any of its rights hereunder to any Person other than a Permitted Transferee. Each Permitted Transferee of any Stockholder shall be subject to all of the terms of this Agreement, and by taking and holding such shares such Person shall be entitled to receive the benefits of and be conclusively deemed to have agreed to be bound by and to comply with all of the terms and provisions of this Agreement; provided, however, no transfer of rights permitted hereunder shall be binding upon or obligate the Company unless and until (i) if required under Section 2.1 hereof, the Company shall have received written notice of such transfer and the joinder of the transferee provided for in Section 2.1 hereof, and (ii) such transferee can establish Beneficial Ownership or ownership of record of a Registrable Amount (whether individually or together with its Affiliates that are Stockholders or transferees of Stockholders and, if applicable, its other Permitted Transferees that are Stockholders or transferees of Stockholders). The Company may not assign any of its rights or obligations hereunder without the prior written consent of each of the Stockholders, and any assignment attempted or effected without obtaining such required consent shall be null and void. Notwithstanding the foregoing, no successor or assignee of the Company shall have any rights granted under this Agreement until such Person shall acknowledge its rights and obligations hereunder by a signed written statement of such Person’s acceptance of such rights and obligations.

Section 6.8 Amendments. This Agreement may not be amended, modified or supplemented unless such amendment, modification or supplement is in writing and signed by each of the Stockholders and the Company.

Section 6.9 Waiver. The failure of a party hereto at any time or times to require performance of any provision hereof shall in no manner affect its right at a later time to enforce the same. No waiver by a party of any condition or of any breach of any term, covenant, representation or warranty contained in this Agreement shall be effective unless in a writing signed by the party against whom the waiver is to be effective, and no waiver in any one or more instances shall be deemed to be a further or continuing waiver of any such condition or breach in other instances or a waiver of any other condition or breach of any other term, covenant, representation or warranty.

Section 6.10 Counterparts. This Agreement may be executed in two or more counterparts, each of which shall be deemed an original but all of which shall constitute one and the same Agreement.

Section 6.11 Submission To Jurisdiction. ANY LEGAL ACTION OR PROCEEDING WITH RESPECT TO THIS AGREEMENT AND ANY ACTION FOR ENFORCEMENT OF ANY JUDGMENT IN RESPECT THEREOF MAY BE BROUGHT IN THE COURTS OF THE STATE OF NEW YORK LOCATED IN THE BOROUGH OF MANHATTAN OR OF THE UNITED STATES OF AMERICA FOR THE SOUTHERN DISTRICT OF NEW YORK AND, BY EXECUTION AND DELIVERY OF THIS

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AGREEMENT, EACH PARTY HERETO HEREBY ACCEPTS FOR ITSELF AND IN RESPECT OF ITS PROPERTY, GENERALLY AND UNCONDITIONALLY, THE NON-EXCLUSIVE JURISDICTION OF THE AFORESAID COURTS AND THE APPELLATE COURTS THEREOF. EACH PARTY HERETO IRREVOCABLY CONSENTS TO THE SERVICE OF PROCESS OUT OF ANY OF THE AFOREMENTIONED COURTS IN ANY SUCH ACTION OR PROCEEDING BY THE MAILING OF COPIES THEREOF BY REGISTERED OR CERTIFIED MAIL, POSTAGE PREPAID, TO SUCH PARTY AT THE ADDRESS FOR NOTICES SET FORTH HEREIN. EACH PARTY HERETO HEREBY IRREVOCABLY WAIVES ANY OBJECTION WHICH IT MAY NOW OR HEREAFTER HAVE TO THE LAYING OF VENUE OF ANY OF THE AFORESAID ACTIONS OR PROCEEDINGS ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT BROUGHT IN THE COURTS REFERRED TO ABOVE AND HEREBY FURTHER IRREVOCABLY WAIVES AND AGREES NOT TO PLEAD OR CLAIM IN ANY SUCH COURT THAT ANY SUCH ACTION OR PROCEEDING BROUGHT IN ANY SUCH COURT HAS BEEN BROUGHT IN AN INCONVENIENT FORUM. THE PARTIES HERETO WAIVE THEIR RIGHT TO A JURY TRIAL WITH RESPECT TO DISPUTES HEREUNDER.

Section 6.12 Injunctive Relief. Each party hereto acknowledges and agrees that a violation of any of the terms of this Agreement will cause the other parties irreparable injury for which an adequate remedy at law is not available. Therefore, the Stockholders agree that each party shall be entitled to, an injunction, restraining order, specific performance or other equitable relief from any court of competent jurisdiction, restraining any party from committing any violations of the provisions of this Agreement, without the need to post a bond or prove the inadequacy of monetary damages.

Section 6.13 Recapitalizations, Exchanges, Etc. Affecting the Shares of Common Stock; New Issuance. The provisions of this Agreement shall apply, to the full extent set forth herein, with respect to Company Securities and to any and all equity or debt securities of the Company or any successor or assign of the Company (whether by merger, consolidation, sale of assets, or otherwise) which may be issued in respect of, in exchange for, or in substitution of, such Company Securities and shall be appropriately adjusted for any stock dividends, splits, reverse splits, combinations, reclassifications, recapitalizations, reorganizations and the like occurring after the date hereof.

Section 6.14 Termination. Upon the mutual consent of all of the parties hereto or, with respect to each Stockholder, at such earlier time as such Stockholder and its Affiliates and Permitted Transferees ceases to Beneficially Own a Registrable Amount, the terms of this Agreement shall terminate, and be of no further force and effect; provided, however, that the following shall survive the termination of this Agreement: (i) the provisions of Sections 4.2 (which shall terminate, and be of no further force and effect, with respect to each Stockholder, at such time as such Stockholder and its Affiliates and Permitted Transferees ceases to Beneficially Own a Registrable Amount), 4.6, Article 5, 6.5, 6.11, this Section 6.14 and Section 6.15; (ii) the rights with respect to the breach of any provision hereof by the Company and (iii) any registration rights vested or obligations accrued as of the date of termination of this Agreement to the extent, in the case of registration rights so vested, if such Stockholder ceases to meet the definition of a Stockholder under this Agreement subsequent to the vesting of such registration rights as a result of action taken by the Company.

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Section 6.15 Third Party Beneficiary. FIG LLC shall be a third party beneficiary to the agreements made hereunder between the Company and the Initial Stockholder and shall have the right to enforce such agreements directly to the extent it deems such enforcement necessary or advisable to protect its rights hereunder.

Section 6.16 Rule 144. The Company covenants and agrees that it will file the reports required to be filed by it under the Securities Act and the Exchange Act and the rules and regulations adopted by the Commission thereunder (or, if it is not required to file such reports, it will, upon the request of any holder of Registrable Securities, make publicly available other information so long as necessary to permit sales in compliance with Rule 144 under the Securities Act), and it will take such further reasonable action, to the extent required from time to time to enable such holder to sell Registrable Securities without registration under the Securities Act within the limitation of the exemptions provided by Rule 144 under the Securities Act, as such Rule 144 may be amended from time to time, or any similar rule or regulation hereafter adopted by the Commission. Upon the reasonable request of any holder of Registrable Securities, the Company will deliver to such holder a written statement as to whether it has complied with such information and filing requirements.

Section 6.17 Information. The Company covenants and agrees that for so long as the Stockholders, together, have Beneficial Ownership of at least 1% of the Voting Power of the Company, it will provide or cause to be provided, upon request, to persons affiliated with FIG LLC who are covered by applicable FIG LLC confidentiality policies, all information about the Company and its operations as the Company would ordinarily provide to a director upon his or her request.

[Remainder of page left blank intentionally]

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IN WITNESS WHEREOF, the parties have caused this Agreement to be executed and delivered by their respective officers thereunto duly as of the date first above written.

SPRINGLEAF HOLDINGS, INC.
By:
	Name:
	Title:
SPRINGLEAF FINANCIAL HOLDINGS, LLC
By:
	Name:
	Title:

[SIGNATURE PAGE TO STOCKHOLDERS AGREEMENT]

EX-10.8

Exhibit 10.8

SPRINGLEAF HOLDINGS, INC. 2013 OMNIBUS INCENTIVE PLAN

Section 1. Purpose of Plan.

The name of the Plan is the Springleaf Holdings, Inc. 2013 Omnibus Incentive Plan (the “Plan”). The purposes of the Plan are to provide an additional incentive to selected management employees, directors, independent contractors, and consultants of the Company or its Affiliates (as hereinafter defined) whose contributions are essential to the growth and success of the Company’s business, in order to strengthen the commitment of such persons to the Company and its Affiliates, motivate such persons to faithfully and diligently perform their responsibilities and attract and retain competent and dedicated persons whose efforts will result in the long-term growth and profitability of the Company. To accomplish such purposes, the Plan provides that the Company may grant Options, Stock Appreciation Rights, Restricted Stock, Restricted Stock Units, Stock Bonuses, Other Stock-Based Awards, Cash Awards or any combination of the foregoing.

Section 2. Definitions.

For purposes of the Plan, the following terms shall be defined as set forth below:

(a) “Administrator” means the Board, or, if and to the extent the Board does not administer the Plan, the Committee in accordance with Section 3 hereof.

(b) “Affiliate” means a Person that directly, or indirectly through one or more intermediaries, controls, or is controlled by, or is under common control with, the Person specified. An entity shall be deemed an Affiliate of the Company for purposes of this definition only for such periods as the requisite ownership or control relationship is maintained.

(c) “Award” means any Option, Stock Appreciation Right, Restricted Stock, Restricted Stock Unit, Stock Bonus, Other Stock-Based Award or Cash Award granted under the Plan.

(d) “Award Agreement” means any written agreement, contract or other instrument or document evidencing an Award.

(e) “Base Price” has the meaning set forth in Section 8(b) hereof.

(f) “Board” means the Board of Directors of the Company.

(g) “By-Laws” means the by-laws of the Company, as may be amended and/or restated from time to time.

(h) “Cash Award” means an Award granted pursuant to Section 12 hereof.

(i) “Cause” has the meaning assigned to such term in any individual employment or severance agreement or Award Agreement with the Participant or, if no such agreement exists or if such agreement does not define “Cause,” Cause means (i) the commission

of an act of fraud or dishonesty by the Participant in the course of the Participant’s employment; (ii) the indictment of, or entering of a plea of nolo contendere by, the Participant for a crime constituting a felony or in respect of any act of fraud or dishonesty; (iii) the commission of an act by the Participant which would make the Participant or the Company (including any of its Subsidiaries or Affiliates) subject to being enjoined, suspended, barred or otherwise disciplined for violation of federal or state securities laws, rules or regulations, including a statutory disqualification; (iv) gross negligence or willful misconduct in connection with the Participant’s performance of his or her duties in connection with the Participant’s employment by the Company (including any Subsidiary or Affiliate for whom the Participant may be employed on a full-time basis at the time) or the Participant’s failure to comply with any of the restrictive covenants to which the Participant is subject; (v) the Participant’s willful failure to comply with any material policies or procedures of the Company as in effect from time to time provided that the Participant shall have been delivered a copy of such policies or notice that they have been posted on a Company website prior to such compliance failure; or (vi) the Participant’s failure to perform the material duties in connection with the Participant’s position, unless the Participant remedies such failure no later than 10 days following delivery to the Participant of a written notice from the Company (including any of its Subsidiaries or Affiliates) describing such failure in reasonable detail (provided that the Participant shall not be given more than one opportunity in the aggregate to remedy failures described in this clause (vi)).

(j) “Certificate of Incorporation” means the amended and restated certificate of incorporation of the Company, as may be further amended and/or restated from time to time.

(k) “Change in Capitalization” means any (1) merger, consolidation, reclassification, recapitalization, spin-off, spin-out, repurchase or other reorganization or corporate transaction or event, (2) special or extraordinary dividend or other extraordinary distribution (whether in the form of cash, Common Stock, or other property), stock split, reverse stock split, subdivision or consolidation, (3) combination or exchange of shares, or (4) other change in corporate structure, which, in any such case, the Committee determines, in its sole discretion, affects the Common Stock such that an adjustment pursuant to Section 5 hereof is appropriate.

(l) “Change in Control” shall mean an event or series of events after which Fortress Investment Group LLC and its Affiliates collectively directly or indirectly legally or beneficially own less than 40% of the voting stock (or other voting equity interests) of the Company; provided, however, that a “Change in Control” shall not be deemed to occur upon the occurrence of either of the following events:

(1) upon an acquisition, merger, amalgamation, continuation into another jurisdiction or other business combination involving the Company, including the sale of all or substantially all of the assets of the Company (each, a “Business Combination”), if one or more Fortress Entities collectively:

(i) directly or indirectly legally or beneficially own at least 30% of the voting stock (or other voting equity interests) of the Company or the surviving/acquiring entity, as the case may be, and

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(ii) continue to be the largest stockholder (or other holder of equity) of the Company or the surviving/acquiring entity, as the case may be, following such Business Combination, and a “Change in Control Event” will not result after any such Business Combination so long as (but only so long as) the conditions set forth in clause (i) and this clause (ii) continue to be satisfied; or

(2) (I) upon an initial public offering of the voting stock or other equity interests of SHI or any direct or indirect parent of the Company (without regard to the percentage of voting stock or other equity interests of the Company or such other entity directly or indirectly legally or beneficially owned by the Fortress Entities immediately after such offering) or (II) without limiting clause (I), if at any time following such initial public offering, one or more Fortress Entities collectively directly or indirectly legally or beneficially own at least 30% of the voting stock (or other voting equity interests) of the Company or such direct or indirect parent and are the largest shareholder (or other holder of equity) of the Company or such direct or indirect parent.

Notwithstanding the foregoing, for each Award that constitutes deferred compensation under Section 409A of the Code, and to the extent required to avoid accelerated taxation and/or tax penalties under Section 409A of the Code, a Change in Control shall be deemed to have occurred under the Plan with respect to such Award only if a change in the ownership or effective control of the Company or a change in ownership of a substantial portion of the assets of the Company shall also be deemed to have occurred under Section 409A of the Code.

(m) “Code” means the Internal Revenue Code of 1986, as amended from time to time, or any successor thereto.

(n) “Committee” means any committee or subcommittee the Board may appoint to administer the Plan. Subject to the discretion of the Board, the Committee shall be composed entirely of individuals who meet the qualifications of an “outside director” within the meaning of Section 162(m) of the Code, a “non-employee director” within the meaning of Rule 16b-3 and any other qualifications required by the applicable stock exchange on which the Common Stock is traded. If at any time or to any extent the Board shall not administer the Plan, then the functions of the Administrator specified in the Plan shall be exercised by the Committee. Except as otherwise provided in the Certificate of Incorporation or By-laws of the Company, any action of the Committee with respect to the administration of the Plan shall be taken by a majority vote at a meeting at which a quorum is duly constituted or unanimous written consent of the Committee’s members.

(o) “Common Stock” means the common stock, par value $0.01 per share, of the Company.

(p) “Company” means Springleaf Holdings, Inc., a Delaware corporation (or any successor company, except as the term “Company” is used in the definition of “Change in Control” above).

(q) “Covered Employee” has the meaning ascribed to the term “covered employee” set forth in Section 162(m) of the Code.

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(r) “Disability” means, with respect to any Participant, that such Participant (i) as determined by the Administrator in its sole discretion, is unable to engage in any substantial gainful activity by reason of any medically determinable physical or mental impairment which can be expected to result in death or can be expected to last for a continuous period of not less than twelve (12) months, or (ii) is, by reason of any medically determinable physical or mental impairment which can be expected to result in death or can be expected to last for a continuous period of not less than twelve (12) months, receiving income replacement benefits for a period of not less than three (3) months under an accident and health plan covering employees of the Company or an Affiliate thereof.

(s) “Effective Date” has the meaning set forth in Section 21 hereof.

(t) “Eligible Recipient” means an officer, employee, non-employee director, independent contractor or consultant of the Company or any Affiliate of the Company who has been selected as an eligible participant by the Administrator; provided, however, to the extent required to avoid accelerated taxation and/or tax penalties under Section 409A of the Code, an Eligible Recipient of an Option or a Stock Appreciation Right means an employee, director, independent contractor or consultant of the Company or any Subsidiary of the Company who has been selected as an eligible participant by the Administrator.

(u) “Exchange Act” means the Securities Exchange Act of 1934, as amended from time to time.

(v) “Exercise Price” means, with respect to any Option, the per share price at which a holder of such Option may purchase such shares of Common Stock issuable upon the exercise of such Option.

(w) “Fair Market Value” as of a particular date shall mean the fair market value as determined by the Administrator in its sole discretion; provided, however, (i) if the Common Stock or other security is admitted to trading on a national securities exchange, the fair market value on any date shall be the closing sale price reported on such date, or (ii) if the Common Stock or other security is then traded in an over-the-counter market, the fair market value on any date shall be the average of the closing bid and asked prices for such share in such over-the-counter market for the last preceding date on which there was a sale of such share in such market.

(x) “Fortress Entities” shall mean Fortress Investment Group LLC and its Affiliates.

(y) “Free Standing Right” has the meaning set forth in Section 8(a) hereof.

(z) “Option” means an option to purchase shares of Common Stock granted pursuant to Section 7 hereof.

(aa) “Other Stock-Based Award” means an Award granted pursuant to Section 10 hereof.

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(bb) “Participant” means any Eligible Recipient selected by the Administrator, pursuant to the Administrator’s authority provided for in Section 3 below, to receive grants of Awards, and, upon his or her death, his or her successors, heirs, executors and administrators, as the case may be.

(cc) “Performance Goals” means performance goals based on one or more of the following criteria: (i) earnings, including one or more of operating income, net operating income, earnings before or after taxes, earnings before or after interest, depreciation, amortization, adjusted EBITDA, economic earnings, or extraordinary or special items or book value per share (which may exclude nonrecurring items); (ii) pre-tax income or after-tax income; (iii) earnings per share (basic or diluted); (iv) operating profit; (v) revenue, revenue growth or rate of revenue growth; (vi) return on assets (gross or net), return on investment, return on capital, or return on equity; (vii) returns on sales or revenues; (viii) operating expenses; (ix) stock price appreciation; (x) cash flow, free cash flow, cash flow return on investment (discounted or otherwise), net cash provided by operations, or cash flow in excess of cost of capital; (xi) implementation or completion of critical projects or processes; (xii) cumulative earnings per share growth; (xiii) operating margin or profit margin; (xiv) cost targets, reductions and savings, productivity and efficiencies; (xv) strategic business criteria, consisting of one or more objectives based on meeting specified market penetration, geographic business expansion, customer satisfaction, employee satisfaction, human resources management, supervision of litigation, information technology, and goals relating to acquisitions, divestitures, joint ventures and similar transactions, and budget comparisons; (xvi) personal professional objectives, including any of the foregoing performance goals, the implementation of policies and plans, the negotiation of transactions, the development of long term business goals, formation of joint ventures, research or development collaborations, and the completion of other corporate transactions; and (xvii) any combination of, or a specified increase in, any of the foregoing. Where applicable, the Performance Goals may be expressed in terms of attaining a specified level of the particular criteria or the attainment of a percentage increase or decrease in the particular criteria, and may be applied to one or more of the Company or any Affiliate thereof, or a division or strategic business unit of the Company or any Affiliate thereof, or may be applied to the performance of the Company relative to a market index, a group of other companies or a combination thereof, all as determined by the Administrator. The Performance Goals may include a threshold level of performance below which no payment shall be made (or no vesting shall occur), levels of performance at which specified payments shall be made (or specified vesting shall occur), and a maximum level of performance above which no additional payment shall be made (or at which full vesting shall occur). Each of the foregoing Performance Goals shall be determined in accordance with generally accepted accounting principles (to the extent applicable) and shall be subject to certification by the Administrator; provided, that, to the extent permitted by Section 162(m) of the Code to the extent applicable, the Administrator shall have the authority to make equitable adjustments to the Performance Goals in recognition of unusual or non-recurring events affecting the Company or any Affiliate thereof or the financial statements of the Company or any Affiliate thereof, in response to changes in applicable laws or regulations, or to account for items of gain, loss or expense determined to be extraordinary or unusual in nature or infrequent in occurrence or related to the disposal of a segment of a business or related to a change in accounting principles.

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(dd) “Person” has the meaning given in Section 3(a)(9) of the Exchange Act, as modified and used in Sections 13(d) and 14(d) thereof, except that such term shall not include (i) the Company or any Affiliate thereof, (ii) a trustee or other fiduciary holding securities under an employee benefit plan of the Company or any Affiliate thereof, (iii) an underwriter temporarily holding securities pursuant to an offering of such securities, or (iv) a corporation owned, directly or indirectly, by the stockholders of the Company in substantially the same proportions as their ownership of stock of the Company.

(ee) “Plan” has the meaning set forth in Section 1 hereof.

(ff) “Related Right” has the meaning set forth in Section 8(a) hereof.

(gg) “Restricted Stock” means Shares granted pursuant to Section 9 below subject to certain restrictions that lapse at the end of a specified period or periods.

(hh) “Restricted Stock Unit” means the right, granted pursuant to Section 9 below, to receive the Fair Market Value of a share of Common Stock or, in the case of an Award denominated in cash, to receive the amount of cash per unit that is determined by the Administrator in connection with the Award.

(ii) “Retirement” means a termination of a Participant’s employment, other than for Cause, on or after the attainment of age 65.

(jj) “Rule 16b-3” has the meaning set forth in Section 3(a) hereof.

(kk) “Shares” means Common Stock reserved for issuance under the Plan, as adjusted pursuant to the Plan, and any successor (pursuant to a merger, consolidation or other reorganization) security.

(ll) “Stock Appreciation Right” means the right to receive, upon exercise of the right, the applicable amounts as described in Section 8.

(mm) “Stock Bonus” means a bonus payable in fully vested shares of Common Stock granted pursuant to Section 11 hereof.

(nn) “Subsidiary” means, with respect to any Person, as of any date of determination, any other Person as to which such first Person owns or otherwise controls, directly or indirectly, more than 50% of the voting shares or other similar interests or a sole general partner interest or managing member or similar interest of such other Person. An entity shall be deemed a Subsidiary of the Company for purposes of this definition only for such periods as the requisite ownership or control relationship is maintained.

(oo) “Transfer” has the meaning set forth in Section 19 hereof.

Section 3. Administration.

(a) The Plan shall be administered by the Administrator and shall be administered in accordance with the requirements of Section 162(m) of the Code (but only to the

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extent necessary and desirable to maintain qualification of awards under the Plan under Section 162(m) of the Code) and, to the extent applicable, Rule 16b-3 under the Exchange Act (“Rule 16b-3”). The Plan is intended to comply, and shall be administered in a manner that is intended to comply, with Section 409A of the Code and shall be construed and interpreted in accordance with such intent. To the extent that an Award, issuance and/or payment is subject to Section 409A of the Code, it shall be awarded and/or issued or paid in a manner that will comply with Section 409A of the Code, including any applicable regulations or guidance issued by the Secretary of the United States Treasury Department and the Internal Revenue Service with respect thereto.

(b) Pursuant to the terms of the Plan, the Administrator, subject, in the case of any Committee, to any restrictions on the authority delegated to it by the Board, shall have the power and authority, without limitation:

(1) to select those Eligible Recipients who shall be Participants;

(2) to determine whether and to what extent Options, Stock Appreciation Rights, Restricted Stock, Restricted Stock Units, Stock Bonuses, Other Stock-Based Awards, Cash Awards or a combination of any of the foregoing, are to be granted hereunder to Participants;

(3) to determine the number of Shares to be covered by each Award granted hereunder;

(4) to determine the terms and conditions, not inconsistent with the terms of the Plan, of each Award granted hereunder (including, but not limited to, (i) the restrictions applicable to Restricted Stock or Restricted Stock Units and the conditions under which restrictions applicable to such Restricted Stock or Restricted Stock Units shall lapse, (ii) the performance goals and periods applicable to Awards, (iii) the Exercise Price of each Option and Base Price of each Stock Appreciation Right, (iv) the vesting schedule applicable to each Award, (v) the number of Shares or amount of cash or other property subject to each Award and (vi) subject to the requirements of Section 409A of the Code (to the extent applicable), any amendments to the terms and conditions of outstanding Awards, including, but not limited to, extending the exercise period of such Awards and accelerating the vesting schedule of such Awards), and, if the Administrator in its discretion determines to accelerate the vesting of Options and/or Stock Appreciation Rights in connection with a Change in Control, the Administrator shall also have discretion in connection with such action to provide that all Options and/or Stock Appreciation Rights outstanding immediately prior to such Change in Control shall expire on the effective date of such Change in Control;

(5) to determine the terms and conditions, not inconsistent with the terms of the Plan, which shall govern all written instruments evidencing Awards;

(6) to determine the Fair Market Value in accordance with the terms of the Plan;

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(7) to determine the duration and purpose of leaves of absence which may be granted to a Participant without constituting termination of the Participant’s employment for purposes of Awards granted under the Plan;

(8) to adopt, alter and repeal such administrative rules, guidelines and practices governing the Plan as it shall from time to time deem advisable; and

(9) to construe and interpret the terms and provisions of the Plan and any Award issued under the Plan (and any Award Agreement relating thereto), and to otherwise supervise the administration of the Plan and to exercise all powers and authorities either specifically granted under the Plan or necessary and advisable in the administration of the Plan.

(c) All decisions made by the Administrator pursuant to the provisions of the Plan shall be final, conclusive and binding on all persons, including the Company and the Participants. No member of the Board or the Committee, nor any officer or employee of the Company or any Subsidiary thereof acting on behalf of the Board or the Committee, shall be personally liable for any action, omission, determination, or interpretation taken or made in good faith with respect to the Plan, and all members of the Board or the Committee and each and any officer or employee of the Company and of any Subsidiary thereof acting on their behalf shall, to the maximum extent permitted by law, be fully indemnified and protected by the Company in respect of any such action, omission, determination or interpretation.

Section 4. Shares Reserved for Issuance; Certain Limitations.

(a) The maximum number of shares of Common Stock reserved for issuance under the Plan shall be              shares (subject to adjustment as provided by Section 5), as increased on the first day of each fiscal year beginning in calendar year 2014 by a number of shares of Common Stock equal to (x) the excess, if any, of 10% of the number of outstanding shares of Common Stock on the last day of the immediately preceding fiscal year over (y) the number of shares of Common Stock reserved and available for issuance in respect of future grants of Awards under the Plan as of the last day of the immediately preceding fiscal year.

(b) Notwithstanding anything in this Plan to the contrary, and subject to adjustment as provided by Section 5, from and after such time as the Plan is subject to Section 162(m) of the Code:

(1) No individual (including an individual who is likely to be a Covered Employee) will be granted Options or Stock Appreciation Rights for more than the number of shares of Common Stock reserved under Section 4(a) during any calendar year.

(2) No individual who is likely to be a Covered Employee with respect to a calendar year will be granted (A) Restricted Stock, Restricted Stock Units, a Stock Bonus or Other Stock-Based Awards for more than the number of shares of Common Stock reserved under Section 4(a) during any calendar year or (B) a Cash Award in cash in excess of $15,000,000 during any calendar year.

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(c) Shares issued under the Plan may, in whole or in part, be authorized but unissued Shares or Shares that shall have been or may be reacquired by the Company in the open market, in private transactions or otherwise. If any Shares subject to an Award are forfeited, cancelled, exchanged or surrendered or if an Award otherwise terminates or expires without a distribution of shares to the Participant, the Shares with respect to such Award shall, to the extent of any such forfeiture, cancellation, exchange, surrender, termination or expiration, again be available for Awards under the Plan. Notwithstanding the foregoing, Shares that are exchanged by a Participant or withheld by the Company as full or partial payment in connection with any Option or Stock Appreciation Right under the Plan, as well as any Shares exchanged by a Participant or withheld by the Company or any Subsidiary to satisfy the tax withholding obligations related to any Option or Stock Appreciation Right under the Plan, shall not be available for subsequent Awards under the Plan, and notwithstanding that a Stock Appreciation Right is settled by the delivery of a net number of shares of Common Stock, the full number of shares of Common Stock underlying such Stock Appreciation Right shall not be available for subsequent Awards under the Plan. Upon the exercise of any Award granted in tandem with any other Awards, such related Awards shall be cancelled to the extent of the number of Shares as to which the Award is exercised and, notwithstanding the foregoing, such number of shares shall no longer be available for Awards under the Plan. In addition, (i) to the extent an Award is denominated in shares of Common Stock, but paid or settled in cash, the number of shares of Common Stock with respect to which such payment or settlement is made shall again be available for grants of Awards pursuant to the Plan and (ii) shares of Common Stock underlying Awards that can only be settled in cash shall not be counted against the aggregate number of shares of Common Stock available for Awards under the Plan.

Section 5. Equitable Adjustments.

(a) In the event of any Change in Capitalization, an equitable substitution or proportionate adjustment shall be made, in each case, as may be determined by the Administrator, in its sole discretion, in (i) the aggregate number of shares of Common Stock reserved for issuance under the Plan and the maximum number of shares of Common Stock or cash that may be subject to Awards granted to any Participant in any calendar year, (ii) the kind and number of securities subject to, and the Exercise Price or Base Price of, any outstanding Options and Stock Appreciation Rights granted under the Plan, and (iii) the kind, number and purchase price of shares of Common Stock, or the amount of cash or amount or type of other property, subject to outstanding Restricted Stock, Restricted Stock Units, Stock Bonuses and Other Stock-Based Awards granted under the Plan; provided, however, that any fractional shares resulting from the adjustment shall be eliminated. Such other equitable substitutions or adjustments shall be made as may be determined by the Administrator, in its sole discretion.

(b) Without limiting the generality of the foregoing, in connection with a Change in Capitalization, the Administrator may provide, in its sole discretion, for the cancellation of any outstanding Award granted hereunder in exchange for payment in cash or other property having an aggregate Fair Market Value equal to the Fair Market Value of the shares of Common Stock, cash or other property covered by such Award, reduced by the aggregate Exercise Price or Base Price thereof, if any; provided, however, that if the Exercise Price or Base Price of any outstanding Award is equal to or greater than the Fair Market Value of

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the shares of Common Stock, cash or other property covered by such Award, the Board may cancel such Award without the payment of any consideration to the Participant.

(c) The Administrator’s determinations pursuant to this Section 5 shall be final, binding and conclusive.

Section 6. Eligibility.

The Participants under the Plan shall be selected from time to time by the Administrator, in its sole discretion, from those individuals that qualify as Eligible Recipients.

Section 7. Options.

(a) General. Each Participant who is granted an Option shall enter into an Award Agreement with the Company, containing such terms and conditions as the Administrator shall determine, in its sole discretion, which Award Agreement shall set forth, among other things, the Exercise Price of the Option, the term of the Option and provisions regarding exercisability of the Option. Notwithstanding the foregoing, the prospective recipient of an Option shall not have any rights with respect to such Award, unless and until such recipient has executed an Award Agreement and delivered a fully executed copy thereof to the Company, within a period of sixty (60) days (or such other period as the Administrator may specify) after the award date. The provisions of each Option need not be the same with respect to each Participant. More than one Option may be granted to the same Participant and be outstanding concurrently hereunder. Options granted under the Plan shall be subject to the terms and conditions set forth in this Section 7 and shall contain such additional terms and conditions, not inconsistent with the terms of the Plan, as the Administrator shall deem desirable and set forth in the applicable Award Agreement. Each Option granted hereunder is intended to be a non-qualified Option and is not intended to qualify as an “incentive stock option” within the meaning of Section 422 of the Code.

(b) Exercise Price. The Exercise Price of Shares purchasable under an Option shall be determined by the Administrator in its sole discretion at the time of grant, but in no event shall the exercise price of an Option be less than one hundred percent (100%) of the Fair Market Value of the related shares of Common Stock on the date of grant.

(c) Option Term. The maximum term of each Option shall be fixed by the Administrator, but no Option shall be exercisable more than ten (10) years after the date such Option is granted. Each Option’s term is subject to earlier expiration pursuant to the applicable provisions in the Plan and the Award Agreement. Notwithstanding the foregoing, the Administrator shall have the authority to accelerate the exercisability of any outstanding Option at such time and under such circumstances as the Administrator, in its sole discretion, deems appropriate.

(d) Exercisability. Each Option shall be exercisable at such time or times and subject to such terms and conditions, including the attainment of pre-established performance goals, as shall be determined by the Administrator in the applicable Award Agreement. The Administrator may also provide that any Option shall be exercisable only in installments, and the Administrator may waive such installment exercise provisions at any time, in whole or in part,

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based on such factors as the Administrator may determine in its sole discretion. Notwithstanding anything to the contrary contained herein, an Option may not be exercised for a fraction of a share.

(e) Method of Exercise. Options may be exercised in whole or in part by giving written notice of exercise to the Company specifying the number of whole Shares to be purchased, accompanied by payment in full of the aggregate Exercise Price of the Shares so purchased in cash or its equivalent, as determined by the Administrator. As determined by the Administrator, in its sole discretion, with respect to any Option or category of Options, payment in whole or in part may also be made (i) by means of consideration received under any cashless exercise procedure approved by the Administrator (including the withholding of Shares otherwise issuable upon exercise), (ii) in the form of unrestricted Shares already owned by the Participant which, (x) in the case of unrestricted Shares acquired upon exercise of an Option, have been owned by the Participant for more than six (6) months on the date of surrender, and (y) have a Fair Market Value on the date of surrender equal to the aggregate exercise price of the Shares as to which such Option shall be exercised, (iii) any other form of consideration approved by the Administrator and permitted by applicable law or (iv) any combination of the foregoing.

(f) Rights as Stockholder. A Participant shall have no rights to dividends or distributions or any other rights of a stockholder with respect to the Shares subject to an Option until the Participant has given written notice of the exercise thereof, has paid in full for such Shares and has satisfied the requirements of Section 17 hereof.

(g) Termination of Employment or Service. Unless the applicable Award Agreement provides otherwise, in the event that the employment or service of a Participant with the Company and all Affiliates thereof shall terminate, any Options then held by the Participant shall be treated as follows:

(1) If such termination is for any reason other than Cause, Retirement, Disability, or death (including a termination by reason of the employer of the Participant ceasing to be a Subsidiary or Affiliate of the Company, as applicable), (A) Options granted to such Participant, to the extent that they are exercisable at the time of such termination, shall remain exercisable until the date that is ninety (90) days after such termination, on which date they shall expire, and (B) Options granted to such Participant, to the extent that they were not exercisable at the time of such termination, shall expire at the close of business on the date of such termination. The ninety (90) day period described in this Section 7(g)(1) shall be extended to one (1) year after the date of such termination in the event of the Participant’s death during such ninety (90) day period. Notwithstanding the foregoing, no Option shall be exercisable after the expiration of its term.

(2) If such termination is on account of the Retirement, Disability, or death of the Participant, (A) Options granted to such Participant, to the extent that they were exercisable at the time of such termination, shall remain exercisable until the date that is one (1) year after such termination, on which date they shall expire and (B) Options granted to such Participant, to the extent that they were not exercisable at the time of such termination, shall expire at the close of business on the date of such termination. Notwithstanding the foregoing, no Option shall be exercisable after the expiration of its term.

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(3) If such termination is for Cause, all outstanding Options granted to such Participant (whether exercisable or not immediately prior to such termination) shall expire at the commencement of business on the date of such termination.

(h) Other Change in Employment Status. An Option shall be affected, both with regard to vesting schedule and termination, by leaves of absence, changes from full-time to part-time employment, partial disability or other changes in the employment status of an Participant, in the discretion of the Administrator.

Section 8. Stock Appreciation Rights.

(a) General. Stock Appreciation Rights may be granted either alone (“Free Standing Rights”) or in conjunction with all or part of any Option granted under the Plan (“Related Rights”). Related Rights may be granted either at or after the time of the grant of such Option. The Administrator shall determine the Eligible Recipients to whom, and the time or times at which, grants of Stock Appreciation Rights shall be made, the number of Shares to be awarded, Base Price, and all other conditions of Stock Appreciation Rights. Notwithstanding the foregoing, no Related Right may be granted for more Shares than are subject to the Option to which it relates. The provisions of Stock Appreciation Rights need not be the same with respect to each Participant. Stock Appreciation Rights granted under the Plan shall be subject to the following terms and conditions set forth in this Section 8 and shall contain such additional terms and conditions, not inconsistent with the terms of the Plan, as the Administrator shall deem desirable, as set forth in the applicable Award Agreement.

(b) Base Price. Each Stock Appreciation Right shall be granted with a base price that is not less than one hundred percent (100%) of the Fair Market Value of the related shares of Common Stock on the date of grant (such amount, the “Base Price”).

(c) Awards; Rights as Stockholder. The prospective recipient of a Stock Appreciation Right shall not have any rights with respect to such Award, unless and until such recipient has executed an Award Agreement and delivered a fully executed copy thereof to the Company, within a period of sixty (60) days (or such other period as the Administrator may specify) after the award date. A Participant shall have no rights to dividends or any other rights of a stockholder with respect to the shares of Common Stock, if any, subject to a Stock Appreciation Right until the Participant has given written notice of the exercise thereof and has satisfied the requirements of Section 17 hereof.

(d) Exercisability.

(1) Stock Appreciation Rights that are Free Standing Rights shall be exercisable at such time or times and subject to such terms and conditions as shall be determined by the Administrator in the applicable Award Agreement.

(2) Stock Appreciation Rights that are Related Rights shall be exercisable only at such time or times and to the extent that the Options to which they relate shall be exercisable in accordance with the provisions of Section 7 hereof and this Section 8 of the Plan.

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(e) Consideration Upon Exercise.

(1) Upon the exercise of a Free Standing Right, the Participant shall be entitled to receive up to, but not more than, that number of Shares equal in value to (i) the excess of the Fair Market Value as of the date of exercise over the Base Price per share specified in the Free Standing Right, multiplied by (ii) the number of Shares in respect of which the Free Standing Right is being exercised.

(2) A Related Right may be exercised by a Participant by surrendering the applicable portion of the related Option. Upon such exercise and surrender, the Participant shall be entitled to receive up to, but not more than, that number of Shares equal in value to (i) the excess of the Fair Market Value as of the date of exercise over the Exercise Price specified in the related Option, multiplied by (ii) the number of Shares in respect of which the Related Right is being exercised. Options which have been so surrendered, in whole or in part, shall no longer be exercisable to the extent the Related Rights have been so exercised.

(3) Notwithstanding the foregoing, the Administrator may determine to settle the exercise of a Stock Appreciation Right in cash (or in any combination of Shares and cash).

(f) Termination of Employment or Service.

(1) Unless the applicable Award Agreement provides otherwise, in the event that the employment or service of a Participant with the Company and all Affiliates thereof shall terminate, any Free Standing Rights then held by the Participant shall be treated as follows:

(i) If such termination is for any reason other than Cause, Retirement, Disability, or death (including a termination by reason of the employer of the Participant ceasing to be a Subsidiary or Affiliate of the Company, as applicable), (A) Free Standing Rights granted to such Participant, to the extent that they are exercisable at the time of such termination, shall remain exercisable until the date that is ninety (90) days after such termination, on which date they shall expire, and (B) Free Standing Rights granted to such Participant, to the extent that they were not exercisable at the time of such termination, shall expire at the close of business on the date of such termination. The ninety (90) day period described in this Section 8(f)(1) shall be extended to one (1) year after the date of such termination in the event of the Participant’s death during such ninety (90) day period. Notwithstanding the foregoing, no Free Standing Rights shall be exercisable after the expiration of its term.

(ii) If such termination is a result of the Retirement, Disability, or death of the Participant, (A) Free Standing Rights granted to such Participant, to the extent that they were exercisable at the time of such termination, shall remain exercisable until the date that is one (1) year after such termination, on which date they shall expire and (B) Free Standing Rights granted to such Participant, to the extent that they were not exercisable at the time of such termination, shall expire at the close of business on the date of such termination. Notwithstanding the foregoing, no Free Standing Rights shall be exercisable after the expiration of its term.

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(iii) If such termination is for Cause, all outstanding Free Standing Rights granted to such Participant (whether exercisable or not immediately prior to such termination) shall expire at the commencement of business on the date of such termination.

(2) In the event of the termination of employment or service with the Company and all Affiliates thereof of a Participant who has been granted one or more Related Rights, such rights shall be exercisable at such time or times and subject to such terms and conditions as set forth in the related Options.

(g) Term.

(1) The term of each Free Standing Right shall be fixed by the Administrator, but no Free Standing Right shall be exercisable more than ten (10) years after the date such right is granted.

(2) The term of each Related Right shall be the term of the Option to which it relates, but no Related Right shall be exercisable more than ten (10) years after the date such right is granted.

Section 9. Restricted Stock and Restricted Stock Units.

(a) General. Restricted Stock and Restricted Stock Units may be issued either alone or in addition to other awards granted under the Plan. The Administrator shall determine the Eligible Recipients to whom, and the time or times at which, Restricted Stock or Restricted Stock Units shall be made; the number of Shares to be awarded; the price, if any, to be paid by the Participant for the acquisition of Restricted Stock or Restricted Stock Units; the period of time prior to which Restricted Stock or Restricted Stock Units become vested and free of restrictions on Transfer (the “Restricted Period”); the performance objectives (if any); and all other conditions of the Restricted Stock and Restricted Stock Units. If the restrictions, performance objectives and/or conditions established by the Administrator are not attained, a Participant shall forfeit his or her Restricted Stock or Restricted Stock Units, in accordance with the terms of the grant. The provisions of Restricted Stock or Restricted Stock Units need not be the same with respect to each Participant.

(b) Awards and Certificates.

(1) The prospective recipient of Restricted Stock or Restricted Stock Units shall not have any rights with respect to any such award, unless and until such recipient has executed an Award Agreement and delivered a fully executed copy thereof to the Company, within a period of sixty (60) days (or such other period as the Administrator may specify) after the award date.

(2) Except as otherwise provided below in Section 9(c), (i) each Participant who is granted an award of Restricted Stock may, in the Company’s sole discretion, be issued a stock certificate in respect of such Restricted Stock; and (ii) any such certificate so issued shall be registered in the name of the Participant, and shall bear an appropriate legend referring to the terms, conditions, and restrictions applicable to any such Award. The Company

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may require that the stock certificates, if any, evidencing Restricted Stock be held in the custody of the Company until the restrictions thereon shall have lapsed, and that, as a condition of any award of Restricted Stock, the Participant shall have delivered a stock transfer form, endorsed in blank, relating to the Shares covered by such award.

(3) With respect to Restricted Stock Units, at the expiration of the Restricted Period, stock certificates in respect of such shares of Restricted Stock Units may, in the Company’s sole discretion, be delivered to the Participant, or his legal representative, in a number equal to the number of Shares covered by the Restricted Stock Units.

(4) Notwithstanding anything in the Plan to the contrary, any Restricted Stock or Restricted Stock Units (at the expiration of the Restricted Period) may, in the Company’s sole discretion, be issued in uncertificated form pursuant to the customary arrangements for issuing shares in such form.

(5) Further, notwithstanding anything in the Plan to the contrary, with respect to Restricted Stock Units, at the expiration of the Restricted Period, Shares shall promptly be issued (either in certificated or uncertificated form) to the Participant, unless otherwise deferred in accordance with procedures established by the Company in accordance with Section 409A of the Code, and such issuance shall in any event be made within such period as is required to avoid accelerated taxation and/or tax penalties under Section 409A of the Code.

(c) Restrictions and Conditions. The Restricted Stock and Restricted Stock Units granted pursuant to this Section 9 shall be subject to the following restrictions and conditions and any additional restrictions or conditions as determined by the Administrator at the time of grant or, subject to Section 409A of the Code where applicable, thereafter:

(1) The Administrator may, in its sole discretion, provide for the lapse of restrictions in installments and may accelerate or waive such restrictions in whole or in part based on such factors and such circumstances as the Administrator may determine, in its sole discretion, including, but not limited to, the attainment of certain performance related goals, the Participant’s termination of employment or service as an officer, director, independent contractor or consultant to the Company or any Affiliate thereof, or the Participant’s death or Disability; provided, however, that this sentence shall not apply to any Award which is intended to qualify as “performance-based compensation” under Section 162(m) of the Code. Notwithstanding the foregoing, upon a Change in Control, the outstanding Awards shall be subject to Section 14 hereof.

(2) Except as provided in Section 18 or in the applicable Award Agreement, the Participant shall generally have the rights of a stockholder of the Company with respect to shares of Restricted Stock during the Restricted Period, including the right to vote such shares and to receive any dividends declared with respect to such shares. The Participant shall generally not have the rights of a stockholder with respect to shares of Common Stock subject to Restricted Stock Units during the Restricted Period; provided, however, that, subject to Section 409A of the Code, an amount equal to dividends declared during the Restricted Period with respect to the number of shares of Common Stock covered by Restricted Stock Units may, to the extent set forth in an Award Agreement, be provided to the Participant. Notwithstanding the

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foregoing, any dividend or dividend equivalent awarded with respect to Restricted Stock or Restricted Stock Units shall, unless otherwise set forth in an applicable Award Agreement, be subject to the same restrictions, conditions and risks of forfeiture as the underlying Restricted Stock or Restricted Stock Units.

(3) Certificates for Shares of unrestricted Common Stock may, in the Company’s sole discretion, be delivered to the Participant only after the Restricted Period has expired without forfeiture in respect of such Restricted Stock or Restricted Stock Units, except as the Administrator, in its sole discretion, shall otherwise determine.

(d) Termination of Employment or Service. The rights of Participants granted Restricted Stock or Restricted Stock Units upon termination of employment or service as a director, independent contractor, or consultant to the Company or to any Affiliate thereof terminates for any reason during the Restricted Period shall be set forth in the Award Agreement.

Section 10. Other Stock-Based Awards.

Other forms of Awards valued in whole or in part by reference to, or otherwise based on, Common Stock, including but not limited to dividend equivalents, may be granted either alone or in addition to other Awards (other than in connection with Options or Stock Appreciation Rights) under the Plan. Any dividend or dividend equivalent awarded hereunder shall be subject to the same restrictions, conditions and risks of forfeiture as the underlying Award. Subject to the provisions of the Plan, the Administrator shall have sole and complete authority to determine the individuals to whom and the time or times at which such Other Stock-Based Awards shall be granted, the number of shares of Common Stock to be granted pursuant to such Other Stock-Based Awards, or the manner in which such Other Stock-Based Awards shall be settled (e.g., in shares of Common Stock, cash or other property), or the conditions to the vesting and/or payment or settlement of such Other Stock-Based Awards (which may include, but not be limited to, achievement of performance criteria) and all other terms and conditions of such Other Stock-Based Awards.

Section 11. Stock Bonuses.

In the event that the Administrator grants a Stock Bonus, the Shares constituting such Stock Bonus shall, as determined by the Administrator, be evidenced by a book entry record or a certificate issued in the name of the Participant to whom such grant was made and delivered to such Participant as soon as practicable after the date on which such Stock Bonus is payable.

Section 12. Cash Awards.

The Administrator may grant awards that are payable solely in cash, as deemed by the Administrator to be consistent with the purposes of the Plan, and such Cash Awards shall be subject to the terms, conditions, restrictions and limitations determined by the Administrator, in its sole discretion, from time to time. Cash Awards may be granted with value and payment contingent upon the achievement of performance criteria.

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Section 13. Special Provisions Regarding Certain Awards.

The Administrator may make Awards hereunder to Covered Employees (or to individuals whom the Administrator believes may become Covered Employees) that are intended to qualify as performance-based compensation under Section 162(m) of the Code. The exercisability and/or payment of such Awards may be subject to the achievement of performance criteria based upon one or more Performance Goals and to certification of such achievement in writing by the Committee. Such performance criteria shall be established in writing by the Committee not later than the time period prescribed under Section 162(m) and the regulations thereunder. All provisions of such Awards which are intended to qualify as performance-based compensation under Section 162(m) of the Code shall be construed in a manner to so comply.

Section 14. Change in Control Provisions.

Unless otherwise determined by the Administrator and evidenced in an Award Agreement, in the event that (a) a Change in Control occurs, and (b) the Participant’s employment is terminated by the Company, its successor or Affiliate thereof without Cause on or after the effective date of the Change in Control but prior to twelve (12) months following the Change in Control, then:

(a) any unvested or unexercisable portion of any Award carrying a right to exercise shall become fully vested and exercisable; and

(b) the restrictions, deferral limitations, payment conditions and forfeiture conditions applicable to an Award granted under the Plan shall lapse and such Awards shall be deemed fully vested and any performance conditions imposed with respect to such Awards shall be deemed to be fully achieved.

Section 15. Amendment and Termination.

The Board may amend, alter or terminate the Plan, but no amendment, alteration, or termination shall be made that would impair the rights of a Participant under any Award theretofore granted without such Participant’s consent. Unless the Board determines otherwise, the Board shall obtain approval of the Company’s stockholders for any amendment that would require such approval in order to satisfy the requirements of Section 162(m) of the Code, any rules of the stock exchange on which the Common Stock is traded or other applicable law. The Administrator may amend the terms of any Award theretofore granted, prospectively or retroactively, but, subject to Section 5 of the Plan and the immediately preceding sentence, no such amendment shall impair the rights of any Participant without his or her consent.

Section 16. Unfunded Status of Plan.

The Plan is intended to constitute an “unfunded” plan for incentive compensation. With respect to any payments not yet made to a Participant by the Company, nothing contained herein shall give any such Participant any rights that are greater than those of a general creditor of the Company.

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Section 17. Withholding Taxes.

Each Participant shall, no later than the date as of which the value of an Award first becomes includible in the gross income of such Participant for federal and/or state income tax purposes, pay to the Company, or make arrangements satisfactory to the Administrator regarding payment of, any federal, state, or local taxes of any kind required by law to be withheld with respect to the Award. The obligations of the Company under the Plan shall be conditional on the making of such payments or arrangements, and the Company shall, to the extent permitted by law, have the right to deduct any such taxes from any payment of any kind otherwise due to such Participant. Whenever cash is to be paid pursuant to an Award, the Company shall have the right to deduct therefrom an amount sufficient to satisfy any federal, state and local withholding tax requirements related thereto. Whenever Shares are to be delivered pursuant to an Award, the Company shall have the right to require the Participant to remit to the Company in cash an amount sufficient to satisfy any related federal, state and local taxes to be withheld and applied to the tax obligations. With the approval of the Administrator, a Participant may satisfy the foregoing requirement by electing to have the Company withhold from delivery of Shares, cash or other property, as applicable, or by delivering already owned unrestricted shares of Common Stock, in each case, having a value not exceeding the federal, state and local taxes to be withheld and applied to the tax obligations. Such shares of Common Stock shall be valued at their Fair Market Value on the date of which the amount of tax to be withheld is determined. Fractional share amounts shall be settled in cash. Such an election may be made with respect to all or any portion of the Shares to be delivered pursuant to an award. The Company may also use any other method of obtaining the necessary payment or proceeds, as permitted by law, to satisfy its withholding obligation with respect to any Award.

Section 18. Voting Proxy.

The Company reserves the right to require the Participant, to the fullest extent permitted by applicable law, to appoint the Fortress Fund V GP L.P. (or another person at the request of the Fortress Fund V GP L.P.) as the Participant’s proxy with respect to all applicable unvested Awards of which the Participant may be the record holder of from time to time to (A) attend all meetings of the holders of the shares of Common Stock, with full power to vote and act for the Participant with respect to such Awards in the same manner and extent that the Participant might were the Participant personally present at such meetings, and (B) execute and deliver, on behalf of the Participant, any written consent in lieu of a meeting of the holders of the shares of Common Stock in the same manner and extent that the Participant might but for the proxy granted pursuant to this sentence.

Section 19. Transfer of Awards.

Until such time as the Awards are fully vested and/or exercisable in accordance with the Plan or an Award Agreement, no purported sale, assignment, mortgage, hypothecation, transfer, charge, pledge, encumbrance, gift, transfer in trust (voting or other) or other disposition of, or creation of a security interest in or lien on, any Award or any agreement or commitment to do any of the foregoing (each, a “Transfer”) by any holder thereof in violation of the provisions of the Plan or an Award Agreement will be valid, except with the prior written consent of the Administrator, which consent may be granted or withheld in the sole discretion of the

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Administrator. Any purported Transfer of an Award or any economic benefit or interest therein in violation of the Plan or an Award Agreement shall be null and void ab initio, and shall not create any obligation or liability of the Company, and any Person purportedly acquiring any Award or any economic benefit or interest therein transferred in violation of the Plan or an Award Agreement shall not be entitled to be recognized as a holder of any shares of Common Stock or other property underlying such Award. Unless otherwise determined by the Administrator in accordance with the provisions of the immediately preceding sentence, an Option may be exercised, during the lifetime of the Participant, only by the Participant or, during any period during which the Participant is under a legal disability, by the Participant’s guardian or legal representative.

Section 20. Continued Employment.

The adoption of the Plan shall not confer upon any Eligible Recipient any right to continued employment or service with the Company or any Affiliate thereof, as the case may be, nor shall it interfere in any way with the right of the Company or any Affiliate thereof to terminate the employment or service of any of its Eligible Recipients at any time.

Section 21. Effective Date.

The Plan was adopted by the Board on             , 2013, and shall become effective without further action as of the later of (a) the effectiveness of the Company’s registration statement on Form S-1 filed with the U.S. Securities and Exchange Commission on             , 2013, as amended, and (b) the Common Stock being listed or approved for listing upon notice of issuance on the New York Stock Exchange (the date of such effectiveness, the “Effective Date”).

Section 22. Term of Plan.

No award shall be granted pursuant to the Plan on or after the tenth anniversary of the Effective Date, but awards theretofore granted may extend beyond that date.

Section 23. Securities Matters and Regulations.

(a) Notwithstanding anything herein to the contrary, the obligation of the Company to sell or deliver Common Stock with respect to any Award granted under the Plan shall be subject to all applicable laws, rules and regulations, including all applicable federal and state securities laws, and the obtaining of all such approvals by governmental agencies as may be deemed necessary or appropriate by the Administrator. The Administrator may require, as a condition of the issuance and delivery of certificates evidencing shares of Common Stock pursuant to the terms hereof, that the recipient of such shares make such agreements and representations, and that such certificates bear such legends, as the Administrator, in its sole discretion, deems necessary or advisable.

(b) Each Award is subject to the requirement that, if at any time the Administrator determines that the listing, registration or qualification of Common Stock issuable pursuant to the Plan is required by any securities exchange or under any state or federal law, or

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the consent or approval of any governmental regulatory body is necessary or desirable as a condition of, or in connection with, the grant of an Award or the issuance of Common Stock, no such Award shall be granted or payment made or Common Stock issued, in whole or in part, unless listing, registration, qualification, consent or approval has been effected or obtained free of any conditions not acceptable to the Administrator.

(c) In the event that the disposition of Common Stock acquired pursuant to the Plan is not covered by a then current registration statement under the Securities Act and is not otherwise exempt from such registration, such Common Stock shall be restricted against transfer to the extent required by the Securities Act or regulations thereunder, and the Administrator may require a Participant receiving Common Stock pursuant to the Plan, as a condition precedent to receipt of such Common Stock, to represent to the Company in writing that the Common Stock acquired by such Participant is acquired for investment only and not with a view to distribution.

Section 24. Notification of Election Under Section 83(b) of the Code.

If any Participant shall, in connection with the acquisition of shares of Common Stock under the Plan, make the election permitted under Section 83(b) of the Code, such Participant shall notify the Company of such election within 10 days of filing notice of the election with the Internal Revenue Service.

Section 25. No Fractional Shares.

No fractional shares of Common Stock shall be issued or delivered pursuant to the Plan. The Administrator shall determine whether cash, other Awards, or other property shall be issued or paid in lieu of such fractional shares or whether such fractional shares or any rights thereto shall be forfeited or otherwise eliminated.

Section 26. Beneficiary.

A Participant may file with the Administrator a written designation of a beneficiary on such form as may be prescribed by the Administrator and may, from time to time, amend or revoke such designation. If no designated beneficiary survives the Participant, the executor or administrator of the Participant’s estate shall be deemed to be the Participant’s beneficiary.

Section 27. Paperless Administration.

In the event that the Company establishes, for itself or using the services of a third party, an automated system for the documentation, granting or exercise of Awards, such as a system using an internet website or interactive voice response, then the paperless documentation, granting or exercise of Awards by a Participant may be permitted through the use of such an automated system.

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Section 28. Severability.

If any provision of the Plan is held to be invalid or unenforceable, the other provisions of the Plan shall not be affected but shall be applied as if the invalid or unenforceable provision had not been included in the Plan.

Section 29. Clawback.

Notwithstanding any other provisions in this Plan, any Award which is subject to recovery under any law, government regulation or stock exchange listing requirement, will be subject to such deductions and clawback as may be required to be made pursuant to such law, government regulation or stock exchange listing requirement (or any policy adopted by the Company pursuant to any such law, government regulation or stock exchange listing requirement).

Section 30. Section 409A of the Code.

The Plan as well as payments and benefits under the Plan are intended to be exempt from, or to the extent subject thereto, to comply with Section 409A of the Code, and, accordingly, to the maximum extent permitted, the Plan shall be interpreted in accordance therewith. Notwithstanding anything contained herein to the contrary, to the extent required in order to avoid accelerated taxation and/or tax penalties under Section 409A of the Code, the Participant shall not be considered to have terminated employment with the Company for purposes of the Plan and no payment shall be due to the Participant under the Plan or any Award until the Participant would be considered to have incurred a “separation from service” from the Company within the meaning of Section 409A of the Code. Any payments described in the Plan that are due within the “short term deferral period” as defined in Section 409A of the Code shall not be treated as deferred compensation unless applicable law requires otherwise. Notwithstanding anything to the contrary in the Plan, to the extent that any Awards (or any other amounts payable under any plan, program or arrangement of the Company or any of its Affiliates) are payable upon a separation from service and such payment would result in the imposition of any individual tax and penalty interest charges imposed under Section 409A of the Code, the settlement and payment of such awards (or other amounts) shall instead be made on the first business day after the date that is six (6) months following such separation from service (or death, if earlier). Each amount to be paid or benefit to be provided under this Plan shall be construed as a separate identified payment for purposes of Section 409A of the Code. The Company makes no representation that any or all of the payments or benefits described in this Plan will be exempt from or comply with Section 409A of the Code and makes no undertaking to preclude Section 409A of the Code from applying to any such payment. The Participant shall be solely responsible for the payment of any taxes and penalties incurred under Section 409A.

Section 31. Governing Law.

The Plan shall be governed by and construed in accordance with the laws of the State of Delaware, without giving effect to principles of conflicts of law of such state.

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EX-10.9

Exhibit 10.9

SPRINGLEAF HOLDINGS, INC.

RESTRICTED STOCK GRANT AGREEMENT

THIS RESTRICTED STOCK GRANT AGREEMENT is made as of this [        ] day of [                    ], 20[    ], (the “Agreement”), by and between Springleaf Holdings, Inc., a Delaware corporation (the “Company”), and [                    ] (the “Grantee”).

WHEREAS, the Company has adopted the Springleaf Holdings, Inc. 2013 Omnibus Incentive Plan (the “Plan”) to provide an additional incentive to selected individuals whose contributions are essential to the growth and success of the Company’s business, in order to strengthen their commitment to the Company and its Affiliates, motivate them to faithfully and diligently perform their responsibilities and attract and retain competent and dedicated persons whose efforts will result in the long-term growth and profitability of the Company; and

WHEREAS, Section 9 of the Plan provides for the grant of Restricted Stock to Eligible Recipients.

NOW, THEREFORE, in consideration of the premises and the mutual covenants hereinafter set forth, the parties hereto hereby agree as follows:

1. Grant of Restricted Stock. Pursuant to, and subject to, the terms and conditions set forth herein and in the Plan, the Company hereby grants to the Grantee an Award of [                ] shares of Common Stock of the Company (collectively, the “Restricted Stock”).

2. Grant Date. The grant date of the Restricted Stock hereby granted is [                ], [    ], 20[    ] (the “Grant Date”).

3. Incorporation of the Plan. All terms, conditions and restrictions of the Plan are incorporated herein and made part hereof as if stated herein. If there is any conflict between the terms and conditions of the Plan and this Agreement, the terms and conditions of the Plan, as interpreted by the Board or the Committee, shall govern. Unless otherwise indicated herein, all capitalized terms that are used, but not otherwise defined, herein shall have the meanings given to such terms in the Plan.

4. Vesting. The Restricted Stock shall become vested as follows: 33.3% of the shares of Restricted Stock shall vest on the first anniversary of [                ]; 33.3% of the shares of Restricted Stock shall vest on the second anniversary of [                ]; and 33.4% of the shares of Restricted Stock shall vest on the third anniversary of [                ]; provided that the Grantee remains continuously employed by the Company through, and has not given or received a notice of termination of employment as of, the applicable vesting date. Notwithstanding the foregoing, in the event that the Grantee’s employment ends on account of the Grantee’s death or Disability at any time, all unvested shares of Restricted Stock not previously forfeited shall immediately vest on such date employment ends.

5. Forfeiture. Subject to the provisions of the Plan and Section 4 of this Agreement, shares of Restricted Stock which have not become vested on the earlier of (i) the date the Grantee’s employment ends for any reason and (ii) the date the Grantee gives or receives a notice of termination of employment, shall immediately be forfeited on such applicable date.

6. Delays or Omissions. No delay or omission to exercise any right, power, or remedy accruing to any party hereto upon any breach or default of any party under this Agreement, shall impair any such right, power or remedy of such party nor shall it be construed to be a waiver of any such breach or default, or an acquiescence therein, or of any similar breach or default thereafter occurring nor shall any waiver of any single breach or default be deemed a waiver of any other breach or default theretofore or thereafter occurring. Any waiver, permit, consent or approval of any kind or character on the part of any party of any breach or default under this Agreement, or any waiver on the part of any party of any provisions or conditions of this Agreement, shall be in writing and shall be effective only to the extent specifically set forth in such writing.

7. Integration. This Agreement and the Plan contain the entire understanding of the parties with respect to its subject matter. There are no restrictions, agreements, promises, representations, warranties, covenants or undertakings with respect to the subject matter hereof other than those expressly set forth herein and in the Plan. This Agreement and the Plan supersede all prior agreements and understandings between the parties with respect to the subject matter hereof.

8. Counterparts. This Agreement may be executed in two or more counterparts, each of which shall be deemed an original, but all of which shall constitute one and the same instrument.

9. Grantee Acknowledgment. The Grantee hereby acknowledges receipt of a copy of the Plan. The Grantee hereby acknowledges that all decisions, determinations and interpretations of the Board, or a Committee thereof, in respect of the Plan, this Agreement and the Restricted Stock shall be final and conclusive.

10. Restrictions on Transfer. Until such time as shares of Restricted Stock are fully vested in accordance with Section 4 hereof, or as otherwise provided in the Plan, no purported sale, assignment, mortgage, hypothecation, transfer, charge, pledge, encumbrance, gift, transfer in trust (voting or other) or other disposition of, or creation of a security interest in or lien on, any such unvested shares of Restricted Stock or any agreement or commitment to do any of the foregoing (each a “Transfer”) by any holder thereof in violation of the provisions of this Agreement will be valid, except with the prior written consent of the Board (such consent shall be granted or withheld in the sole discretion of the Board).

Any purported Transfer of shares of Restricted Stock or any economic benefit or interest therein in violation of this Agreement shall be null and void ab initio, and shall not create any obligation or liability of the Company, and any Person purportedly acquiring any shares of Restricted Stock or any economic benefit or interest therein transferred in violation of this Agreement shall not be entitled to be recognized as a holder of such shares.

Without prejudice to the foregoing, in the event of a Transfer or an attempted Transfer in violation of this Agreement, such shares of Restricted Stock, and all of the rights related thereto, shall be immediately forfeited without consideration.

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11. Taxes. The Grantee understands that the Grantee (and not the Company) shall be responsible for any tax liability that may arise as a result of the transactions contemplated by this Agreement. The Grantee shall pay to the Company promptly upon request, and in any event at the time the Grantee recognizes taxable income with respect to the Restricted Stock, an amount equal to the minimum amount of taxes the Company determines it is required to withhold under applicable tax laws with respect to the Restricted Stock. The Grantee may satisfy the foregoing requirement by making a payment to the Company in cash or, with the approval of the Administrator, in its sole discretion, by electing to have the Company repurchase shares of Common Stock which the Grantee already owns and in such event the Company shall repurchase such number of shares having a Fair Market Value equal to the minimum amount of tax required to be withheld. Such shares shall be valued at their Fair Market Value on the date as of which the amount of tax to be withheld is determined. Any fractional amounts shall be settled in cash.

12. Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of Delaware, without giving effect to principles of conflicts of laws of such state.

13. Legend on Certificates. The Grantee agrees that any certificate issued for Restricted Stock (or, if applicable, any book entry statement issued for Restricted Stock) prior to the lapse of any outstanding restrictions relating thereto shall bear the following legend (in addition to any other legend or legends required under applicable federal and state securities laws):

THE SHARES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO CERTAIN RESTRICTIONS UPON TRANSFER (THE “RESTRICTIONS”) AS SET FORTH IN THE SPRINGLEAF HOLDINGS, INC. 2013 OMNIBUS INCENTIVE PLAN AND A RESTRICTED STOCK GRANT AGREEMENT ENTERED INTO BETWEEN THE REGISTERED OWNER AND SPRINGLEAF HOLDINGS, INC., COPIES OF WHICH ARE ON FILE WITH THE SECRETARY OF THE COMPANY. ANY ATTEMPT TO DISPOSE OF THESE SHARES IN CONTRAVENTION OF THE RESTRICTIONS, INCLUDING BY WAY OF SALE, ASSIGNMENT, TRANSFER, PLEDGE, HYPOTHECATION OR OTHERWISE, SHALL BE NULL AND VOID AND WITHOUT EFFECT AND SHALL RESULT IN THE FORFEITURE OF SUCH SHARES AS PROVIDED BY SUCH PLAN AND AGREEMENT.

14. Securities Laws Requirements. The Company shall not be obligated to issue shares of Common Stock to the Grantee free of the restrictive legend described in Section 13 hereof or of any other restrictive legend, if such transfer, in the opinion of counsel for the Company, would violate the Securities Act of 1933, as amended (“Securities Act”) (or any other federal or state statutes having similar requirements as may be in effect at that time). The Company shall be under no obligation to register the Restricted Stock pursuant to the Securities Act or any other federal or state securities laws.

15. Notices. All notices or other communications provided hereunder must be in writing and mailed or delivered either (i) to the Company at its principal place of business or (ii) to the Grantee at the address on file with the Company, or such other address as the Company or the

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Grantee may provide to the other for purposes of providing notice. Any such notice shall be deemed effective (1) upon delivery if delivered in person, (2) on the next business day if transmitted by national overnight courier and (3) on the fourth business day following mailing by first class mail.

16. Agreement Not a Contract for Services. Neither the Plan, the granting of the Restricted Stock, this Agreement nor any other action taken pursuant to the Plan shall constitute or be evidence of any agreement or understanding, express or implied, that the Grantee has a right to continue to provide services as an officer, director, employee, consultant or advisor of the Company or any Subsidiary or Affiliate for any period of time or at any specific rate of compensation.

17. Representations. The Grantee has reviewed with the Grantee’s own tax advisors the Federal, state, local and foreign tax consequences of the transactions contemplated by this Agreement. The Grantee is relying solely on such advisors and not on any statements or representations of the Company or any of its agents. The Grantee understands that he or she (and not the Company) shall be responsible for any tax liability that may arise as a result of the transactions contemplated by this Agreement.

18. Amendments; Construction. The Administrator may amend the terms of this Agreement prospectively or retroactively at any time, but no such amendment shall impair the rights of the Grantee hereunder without his or her consent. Headings to Sections of this Agreement are intended for convenience of reference only, are not part of this Agreement and shall have no effect on the interpretation hereof.

19. Adjustments. Pursuant to Section 5 of the Plan, in the event of a Change in Capitalization as described therein, the Administrator shall make such equitable changes or adjustments as it deems necessary or appropriate to the number and kind of securities or other property (including cash) issued or issuable in respect of outstanding Restricted Stock.

20. Rights as a Stockholder. During the period until the Restricted Stock vests as provided in Section 4 hereof, the Grantee shall, except as set forth in this Section 20, have all the rights of a stockholder with respect to the Restricted Stock, including the right to vote the underlying shares of Common Stock. Notwithstanding the foregoing, (i) the Grantee shall not have the right to Transfer the Restricted Stock prior to the vesting thereof as set forth in Section 4 hereof and (ii) any dividends or other distributions that are declared with respect to the shares of Common Stock underlying the Restricted Stock between the Grant Date and the date on which such shares become vested will be paid to the Grantee at the time such shares vest as set forth in Section 4 hereof, and will not be paid to the Grantee in the event that the shares do not become so vested.

[Signature Page Follows]

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IN WITNESS WHEREOF, the Company has caused this Agreement to be duly executed by its duly authorized officer and the Grantee has hereunto signed this Agreement on the Grantee’s own behalf, thereby representing that the Grantee has carefully read and understands this Agreement and the Plan as of the day and year first written above.

Springleaf Holdings, Inc.

By:

Title:

Acknowledged and Accepted:

[Grantee]

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EX-10.10

Exhibit 10.10

SPRINGLEAF HOLDINGS, INC.

RESTRICTED STOCK GRANT AGREEMENT

THIS RESTRICTED STOCK GRANT AGREEMENT is made as of this [        ] day of [                    ], 20[    ], (the “Agreement”), by and between Springleaf Holdings, Inc., a Delaware corporation (the “Company”), and [                    ] (the “Grantee”).

WHEREAS, the Company has adopted the Springleaf Holdings, Inc. 2013 Omnibus Incentive Plan (the “Plan”) to provide an additional incentive to selected individuals whose contributions are essential to the growth and success of the Company’s business, in order to strengthen their commitment to the Company and its Affiliates, motivate them to faithfully and diligently perform their responsibilities and attract and retain competent and dedicated persons whose efforts will result in the long-term growth and profitability of the Company; and

WHEREAS, Section 9 of the Plan provides for the grant of Restricted Stock to Eligible Recipients.

NOW, THEREFORE, in consideration of the premises and the mutual covenants hereinafter set forth, the parties hereto hereby agree as follows:

1. Grant of Restricted Stock. Pursuant to, and subject to, the terms and conditions set forth herein and in the Plan, the Company hereby grants to the Grantee an Award of [                ] shares of Common Stock of the Company (collectively, the “Restricted Stock”).

2. Grant Date. The grant date of the Restricted Stock hereby granted is [                ], [    ], 20[    ] (the “Grant Date”).

3. Incorporation of the Plan. All terms, conditions and restrictions of the Plan are incorporated herein and made a part hereof as if stated herein. If there is any conflict between the terms and conditions of the Plan and this Agreement, the terms and conditions of the Plan, as interpreted by the Board or the Committee, shall govern. Unless otherwise indicated herein, all capitalized terms that are used, but not otherwise defined, herein shall have the meanings given to such terms in the Plan.

4. Vesting. The Restricted Stock shall become vested as follows: 33.3% of the shares of Restricted Stock shall vest on the first anniversary of [                ]; 33.3% of the shares of Restricted Stock shall vest on the second anniversary of [                ]; and 33.4% of the shares of Restricted Stock shall vest on the third anniversary of [                ]; provided that the Grantee remains in continuous service as a member of the Board through, and has not given or received a notice of termination of such service as of, the applicable vesting date. Notwithstanding the foregoing, in the event that the Grantee’s service as a member of the Board ends on account of the Grantee’s death or Disability at any time, all unvested shares of Restricted Stock not previously forfeited shall immediately vest on such date service ends.

5. Forfeiture. Subject to the provisions of the Plan and Section 4 of this Agreement, shares of Restricted Stock which have not become vested on the earlier of (i) the date the Grantee’s service on the Board ends for any reason and (ii) the date the Grantee gives or receives a notice of termination of such service, shall immediately be forfeited on such applicable date.

6. Delays or Omissions. No delay or omission to exercise any right, power, or remedy accruing to any party hereto upon any breach or default of any party under this Agreement, shall impair any such right, power or remedy of such party nor shall it be construed to be a waiver of any such breach or default, or an acquiescence therein, or of any similar breach or default thereafter occurring nor shall any waiver of any single breach or default be deemed a waiver of any other breach or default theretofore or thereafter occurring. Any waiver, permit, consent or approval of any kind or character on the part of any party of any breach or default under this Agreement, or any waiver on the part of any party of any provisions or conditions of this Agreement, shall be in writing and shall be effective only to the extent specifically set forth in such writing.

7. Integration. This Agreement and the Plan contain the entire understanding of the parties with respect to its subject matter. There are no restrictions, agreements, promises, representations, warranties, covenants or undertakings with respect to the subject matter hereof other than those expressly set forth herein and in the Plan. This Agreement and the Plan supersede all prior agreements and understandings between the parties with respect to the subject matter hereof.

8. Counterparts. This Agreement may be executed in two or more counterparts, each of which shall be deemed an original, but all of which shall constitute one and the same instrument.

9. Grantee Acknowledgment. The Grantee hereby acknowledges receipt of a copy of the Plan. The Grantee hereby acknowledges that all decisions, determinations and interpretations of the Board, or a Committee thereof, in respect of the Plan, this Agreement and the Restricted Stock shall be final and conclusive.

10. Restrictions on Transfer. Until such time as shares of Restricted Stock are fully vested in accordance with Section 4 hereof, or as otherwise provided in the Plan, no purported sale, assignment, mortgage, hypothecation, transfer, charge, pledge, encumbrance, gift, transfer in trust (voting or other) or other disposition of, or creation of a security interest in or lien on, any such unvested shares of Restricted Stock or any agreement or commitment to do any of the foregoing (each a “Transfer”) by any holder thereof in violation of the provisions of this Agreement will be valid, except with the prior written consent of the Board (such consent shall be granted or withheld in the sole discretion of the Board).

Any purported Transfer of shares of Restricted Stock or any economic benefit or interest therein in violation of this Agreement shall be null and void ab initio, and shall not create any obligation or liability of the Company, and any Person purportedly acquiring any shares of Restricted Stock or any economic benefit or interest therein transferred in violation of this Agreement shall not be entitled to be recognized as a holder of such shares.

Without prejudice to the foregoing, in the event of a Transfer or an attempted Transfer in violation of this Agreement, such shares of Restricted Stock, and all of the rights related thereto, shall be immediately forfeited without consideration.

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11. Taxes. The Grantee understands that the Grantee (and not the Company) shall be responsible for any tax liability that may arise as a result of the transactions contemplated by this Agreement.

12. Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of Delaware, without giving effect to principles of conflicts of laws of such state.

13. Legend on Certificates. The Grantee agrees that any certificate issued for Restricted Stock (or, if applicable, any book entry statement issued for Restricted Stock) prior to the lapse of any outstanding restrictions relating thereto shall bear the following legend (in addition to any other legend or legends required under applicable federal and state securities laws):

THE SHARES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO CERTAIN RESTRICTIONS UPON TRANSFER (THE “RESTRICTIONS”) AS SET FORTH IN THE SPRINGLEAF HOLDINGS, INC. 2013 OMNIBUS INCENTIVE PLAN AND A RESTRICTED STOCK GRANT AGREEMENT ENTERED INTO BETWEEN THE REGISTERED OWNER AND SPRINGLEAF HOLDINGS, INC., COPIES OF WHICH ARE ON FILE WITH THE SECRETARY OF THE COMPANY. ANY ATTEMPT TO DISPOSE OF THESE SHARES IN CONTRAVENTION OF THE RESTRICTIONS, INCLUDING BY WAY OF SALE, ASSIGNMENT, TRANSFER, PLEDGE, HYPOTHECATION OR OTHERWISE, SHALL BE NULL AND VOID AND WITHOUT EFFECT AND SHALL RESULT IN THE FORFEITURE OF SUCH SHARES AS PROVIDED BY SUCH PLAN AND AGREEMENT.

14. Securities Laws Requirements. The Company shall not be obligated to issue shares of Common Stock to the Grantee free of the restrictive legend described in Section 13 hereof or of any other restrictive legend, if such transfer, in the opinion of counsel for the Company, would violate the Securities Act of 1933, as amended (“Securities Act”) (or any other federal or state statutes having similar requirements as may be in effect at that time). The Company shall be under no obligation to register the Restricted Stock pursuant to the Securities Act or any other federal or state securities laws.

15. Notices. All notices or other communications provided hereunder must be in writing and mailed or delivered either (i) to the Company at its principal place of business or (ii) to the Grantee at the address on file with the Company, or such other address as the Company or the Grantee may provide to the other for purposes of providing notice. Any such notice shall be deemed effective (1) upon delivery if delivered in person, (2) on the next business day if transmitted by national overnight courier and (3) on the fourth business day following mailing by first class mail.

16. Agreement Not a Contract for Services. Neither the Plan, the granting of the Restricted Stock, this Agreement nor any other action taken pursuant to the Plan shall constitute or be evidence of any agreement or understanding, express or implied, that the Grantee has a right to continue to provide services as an officer, director, employee, consultant or advisor of the Company or any Subsidiary or Affiliate for any period of time or at any specific rate of compensation.

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17. Representations. The Grantee has reviewed with the Grantee’s own tax advisors the Federal, state, local and foreign tax consequences of the transactions contemplated by this Agreement. The Grantee is relying solely on such advisors and not on any statements or representations of the Company or any of its agents. The Grantee understands that he or she (and not the Company) shall be responsible for any tax liability that may arise as a result of the transactions contemplated by this Agreement.

18. Amendments; Construction. The Administrator may amend the terms of this Agreement prospectively or retroactively at any time, but no such amendment shall impair the rights of the Grantee hereunder without his or her consent. Headings to Sections of this Agreement are intended for convenience of reference only, are not part of this Agreement and shall have no effect on the interpretation hereof.

19. Adjustments. Pursuant to Section 5 of the Plan, in the event of a Change in Capitalization as described therein, the Administrator shall make such equitable changes or adjustments as it deems necessary or appropriate to the number and kind of securities or other property (including cash) issued or issuable in respect of outstanding Restricted Stock.

20. Rights as a Stockholder. During the period until the Restricted Stock vests as provided in Section 4 hereof, the Grantee shall, except as set forth in this Section 20, have all the rights of a stockholder with respect to the Restricted Stock, including the right to vote the underlying shares of Common Stock. Notwithstanding the foregoing, (i) the Grantee shall not have the right to Transfer the Restricted Stock prior to the vesting thereof as set forth in Section 4 hereof and (ii) any dividends or other distributions that are declared with respect to the shares of Common Stock underlying the Restricted Stock between the Grant Date and the date on which such shares become vested will be paid to the Grantee at the time such shares vest as set forth in Section 4 hereof, and will not be paid to the Grantee in the event that the shares do not become so vested.

[Signature Page Follows]

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IN WITNESS WHEREOF, the Company has caused this Agreement to be duly executed by its duly authorized officer and the Grantee has hereunto signed this Agreement on the Grantee’s own behalf, thereby representing that the Grantee has carefully read and understands this Agreement and the Plan as of the day and year first written above.

Springleaf Holdings, Inc.

By:

Title:

Acknowledged and Accepted:

[Grantee]

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EX-10.14

Exhibit 10.14

EXECUTION COPY

AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT

OF

SPRINGCASTLE ACQUISITION LLC

(a Delaware limited liability company)

April 1, 2013

TABLE OF CONTENTS

	Page
ARTICLE 1 DEFINITIONS		1
ARTICLE 2 THE COMPANY AND ITS BUSINESS		11
2.1        Formation		11
2.2        Purposes; Formation of Trust and Purchaser Entity		11
2.3        Principal Office		11
2.4        Registered Office and Registered Agent		12
2.5        Qualification		12
2.6        Term		12
ARTICLE 3 MANAGING MEMBER, MEMBERS AND OFFICERS		12
3.1        Management and Control		12
3.2        Member Consent Rights		13
3.3        Members Schedule		15
3.4        Other Business		15
3.5        Servicing Agreement Matters		15
3.6        Non-Solicitation		15
3.7        Officers		16
3.8        Representations, Warranties and Covenants		16
3.9        Confidentiality		18
3.10      No Certificated Interests		19
ARTICLE 4 LIABILITY AND INDEMNIFICATION		19
4.1        Limited Liability of Members		19
4.2        Exculpation, Indemnification and Advances		19
4.3        Indemnification of the Company		22
4.4        Corporate Opportunities		22
ARTICLE 5 BOOKS AND RECORDS; REPORTING REQUIREMENTS; MEMBER MEETINGS		23
5.1        Books of Account; Independent Auditors		23
5.2        Information and Audit Rights		23
5.3        Reporting Requirements		23
5.4        Financial Statements		23
5.5        Actions Without a Meeting and Telephonic Meetings		24
ARTICLE 6 CAPITAL CONTRIBUTIONS		24
6.1        Members’ Capital Contributions		24
6.2        No Liability for Capital Contributions		27

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ARTICLE 7 CAPITAL ACCOUNTS; ALLOCATION AND DETERMINATION OF NET PROFITS AND NET LOSS	27
7.1        Capital Accounts	27
7.2        Allocation of Net Profits and Net Loss	28
7.3        No Interest on Capital Accounts	28
7.4        Allocation of Income and Loss for Tax Purposes	28
7.5        Determination by the Tax Matters Partner	28
7.6        Tax Considerations	28
7.7        Transfer of Interests	30
7.8        No Withdrawal	30
ARTICLE 8 DISTRIBUTIONS	30
8.1        Distributions	30
8.2        Form of Distributions	31
8.3        Withholding	31
ARTICLE 9 TRANSFER OF COMPANY INTERESTS; ADMISSION OF NEW MEMBERS	31
9.1        Transfer of Company Interest	31
9.2        Drag-Along Rights	33
9.3        Tag-Along Rights	34
9.4        Dissolution or Bankruptcy of a Member	35
9.5        Additional Members	36
ARTICLE 10 DISSOLUTION; LIQUIDATION	36
10.1      Dissolution	36
10.2      Liquidation	36
ARTICLE 11 CERTAIN TAX MATTERS	37
11.1      Company Tax Returns	37
11.2      Designation of Tax Matters Partner	37
11.3      Material Tax Election and Tax Decisions	37
11.4      Partnership Classification	38
ARTICLE 12 MISCELLANEOUS	38
12.1      Compliance with Applicable Laws and Rules	38
12.2      Effect of Certain Provisions of the Company Law	38
12.3      Further Assurances	38
12.4      Notices	38
12.5      Amendments	38
12.6      Severability	38
12.7      Headings and Captions	39

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12.8      Variation of Pronouns	39
12.9      Counterparts	39
12.10    GOVERNING LAW	39
12.11    Entire Agreement; No Third Party Beneficiaries	39
12.12    Waivers	39
12.13    Legal Counsel Relationship	39
12.14    Equitable Relief	40
12.15    Expenses	40
12.16    Waiver of Action for Partition	40
12.17    Successors and Assigns	41
12.18    Certain Portfolio Company Matters	41

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AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT

OF

SPRINGCASTLE ACQUISITION LLC

AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF SPRINGCASTLE ACQUISITION LLC (the “Company”) dated as of April 1, 2013, by NRZ Consumer LLC, a Delaware limited liability company (“NRZ”), BTO Willow Holdings, L.P., a Delaware limited partnership (“Blackstone”), and Springleaf Acquisition Corporation, a Delaware corporation (“Springleaf” and together with NRZ and Blackstone, the “Members”).

PRELIMINARY STATEMENTS

The Company was formed as a limited liability company pursuant to a Certificate of Formation filed with the Secretary of State of the State of Delaware on February 28, 2013 (the “Certificate of Formation”) under the provisions of the Company Law (as defined below). Until the date hereof, the Company has operated pursuant to that certain Limited Liability Company Agreement dated as of March 4, 2013 between NRZ and Springleaf (the “Original Agreement”).

The Members desire to amend the Original Agreement (i) to reflect the admission of Blackstone as a Member of the Company, (ii) to provide the terms and conditions for management of the Company and (iii) to set forth the respective rights and obligations of the Members of the Company.

This Agreement is the operating agreement of the Company. The Members, by execution of this Agreement, hereby continue a limited liability company formed pursuant to and in accordance with the Company Law, and hereby agree as follows:

ARTICLE 1

DEFINITIONS

As used in this Agreement, the following terms shall have the meanings set forth below:

“Additional Interests” means equity interests in the Company issued after the Loan Purchase Closing.

“Additional Member” has the meaning specified in Section 9.5.

“Affiliate” means, with respect to any Member, a Person that directly, or indirectly through one or more intermediaries, controls, or is controlled by, or is under common control with, such Member. The term “control” means the possession, direct or indirect, of the power to direct or cause the direction of the management and policies of a Person, whether through the ownership of capital stock, by contract or otherwise. For the avoidance of doubt, no Company Sister Entity shall be deemed an Affiliate of Blackstone unless and until Blackstone becomes a managing member of such entity or its direct or indirect parent.

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“Aggregate Initial Capital Contribution” means, with respect to any Member, the amount calculated as set forth in Schedule I.

“Agreement” means this Amended and Restated Limited Liability Company Agreement, as originally executed and as amended from time to time, as the context requires. Words such as “herein,” “hereinafter,” “hereof,” “hereto,” “hereby” and “hereunder,” when used with reference to this Agreement, refer to this Agreement as a whole, unless the context otherwise requires.

“Blackstone” has the meaning specified in the preamble of this Agreement.

“Blackstone Funding Parties” means each Affiliate of Blackstone that is party to the Blackstone Letter.

“Blackstone Letter” means the letter agreement dated as of the date hereof from the Blackstone Funding Parties to the Company regarding the funding of capital calls to Blackstone.

“Blackstone Shortfall Amount” has the meaning set forth in Section 6.1(c).

“Book Basis” means, with respect to any asset, its Tax Basis, except as follows: (i) the initial Book Basis of any asset contributed by a Member shall be the fair market value of such asset, as determined by the Tax Matters Partner (as defined below) in consultation with the Managing Member; (ii) the Book Basis of all assets shall be adjusted to equal their fair market values, as determined by the Tax Matters Partner in consultation with the Managing Member, in connection with (A) a contribution of money or other property to the Company by a new or existing Member as consideration for an Interest in the Company, (B) a liquidation of the Company, or (C) a distribution of money or other property by the Company to a withdrawing or continuing Member as consideration for an Interest in the Company; provided that an adjustment described in clauses (A) or (C) of this paragraph shall be made only if the Tax Matters Partner in consultation with the Managing Member determines that such an adjustment is necessary to reflect the relative economic interests of the Members in the Company; (iii) the Book Basis of any asset distributed by the Company shall be its fair market value on the date of distribution, as determined by the Tax Matters Partner in consultation with the Managing Member; and (iv) if the Book Basis of any asset is determined under clause (i) or (ii) it shall thereafter be adjusted to take into account any Book Depreciation with respect to such asset for purposes of Net Profits or Net Loss.

“Book Depreciation” means the amount of any depreciation or other cost recovery deduction with respect to any asset.

“Bound Parties” has the meaning specified in Section 3.9(a).

“Capital Account” means the Capital Account maintained for each Member pursuant to Section 7.1.

“Capital Contribution” means, for any Member, such Member’s Initial Capital Contribution plus any additional capital contribution made by such Member in accordance with this Agreement.

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“Certificate of Formation” has the meaning specified in the Preliminary Statements of this Agreement.

“Closing Cash Consideration” has the meaning specified in the Purchase Agreement.

“Co-Borrower Agreement” means the Co-Borrower Agreement dated as of April 1, 2013, is by and among the Purchaser Entities, the Purchaser SPVs and SFI.

“Code” means the Internal Revenue Code of 1986, as the same may from time to time be amended, or any successor Federal income tax statute, including all effective date and transition rules (whether or not codified).

“Company” has the meaning specified in the preamble of this Agreement.

“Company Law” means the Delaware Limited Liability Company Act (6 Del. C. § 18-101, et seq.), as in effect from time to time.

“Company Minimum Gain” has the meaning set forth in Section 1.704-2(d) of the Treasury Regulations.

“Company Sister Entities” means the Purchaser Entities and their direct or indirect subsidiaries (including the Purchaser Entity Trusts, the Purchaser SPVs and the Purchaser SPV Trusts).

“Company Trust” means the Delaware common law trust to be formed prior to Loan Purchase Closing to acquire certain of the Purchased Assets from the sellers under the Purchase Agreement, for which the Company shall own 100% of the beneficial interests, as directed by the Managing Member.

“Competitors” means, with respect to SFI and its wholly owned subsidiaries, any direct competitor whose principal business is unsecured consumer retail installment finance.

“Confidential Information” has the meaning specified in Section 3.9(a).

“Contribution Determination Date” has the meaning specified in Section 6.1(b).

“Corporate Opportunity” has the meaning specified in Section 4.4.

“Covered Person” means any Member (including the Managing Member), officer or employee of the Company, and any Person directly or indirectly controlling a Member or any officer, director, manager or employee of any such Person.

“Credit Line Advances” means any funding of a request for an advance on a Loan that has a status of “open to buy.”

“CTC” has the meaning specified in Section 2.4.

“Debt Financing” means all Indebtedness of the Company incurred in connection with the acquisition of Purchased Assets under the Purchase Agreement.

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“Debt Financing Fees and Expenses” means all amounts required to be paid in connection with the Debt Financing.

“Distribution” has the meaning specified in Section 8.1(a).

“Drag-Along Notice” has the meaning specified in Section 9.2(b).

“Drag-Along Purchaser” has the meaning specified in Section 9.2(a).

“Drag-Along Right” has the meaning specified in Section 9.2(a).

“Drag-Along Sale” has the meaning specified in Section 9.2(a).

“Drag-Along Seller” has the meaning specified in Section 9.2(a).

“Dragged Interest” has the meaning specified in Section 9.2(a).

“Equity Commitment Amount” means an amount equal to the sum of (i) the Closing Cash Consideration minus the proceeds of the Debt Financing, (ii) any amount required to be paid by the Company in respect of any Post-Closing Adjustment, (iii) the Debt Financing Fees and Expenses and (iv) the Transaction Fees and Expenses.

“ERISA” has the meaning set forth in Section 3.8(p).

“Estimated Aggregate Loan UPB Purchase Price” has the meaning specified in the Purchase Agreement.

“Exercise Period” has the meaning specified in Section 9.1(a).

“Fees and Expenses” means the Debt Financing Fees and Expenses, the Ongoing Fees and Expenses and the Transaction Fees and Expenses.

“Fiscal Year” means the fiscal year of the Company, which shall be the calendar year.

“Flow-Through Entity” means, for Federal income tax purposes, a partnership, limited liability company, grantor trust or S corporation (as such term is defined in the Code).

“Holdback Amount” has the meaning specified in Section 9.2(d).

“Indebtedness” with respect to any Person means, without duplication, (a) all obligations of such Person for borrowed money (whether secured or unsecured) or with respect to deposits or advances of any kind, (b) all obligations of such Person evidenced by bonds, debentures, notes or similar instruments, (c) all obligations of such Person upon which interest charges are customarily paid (excluding current accounts payable incurred in the ordinary course of business), (d) all obligations of such Person under conditional sale or other title retention agreements relating to property acquired by such Person, (e) all obligations of such Person in respect of the deferred purchase price of property or services (excluding accounts payable), (f) all Indebtedness of others secured by (or for which the holder of such Indebtedness has an existing right, contingent or otherwise, to be secured by) any lien on property owned or acquired

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by such Person, whether or not the Indebtedness secured thereby has been assumed, (g) all guarantees by such Person of Indebtedness of others, (h) all capital lease obligations of such Person, (i) all obligations, contingent or otherwise, of such Person as an account party in respect of letters of credit, performance bonds and letters of guaranty, (j) all obligations, contingent or otherwise, of such Person in respect of bankers’ acceptances, and (k) all obligations of such Person in respect of hedging arrangements.

“Indemnified Party” has the meaning specified in Section 4.3.

“Indemnifying Parties” has the meaning specified in Section 4.3.

“Indemnification and Contribution Agreement” means that certain Indemnification and Contribution Agreement dated as of April 1, 2013 among the Purchaser SPVs, SFI, New Residential Investment Corp., Blackstone, Merrill Lynch, Pierce, Fenner & Smith Incorporated and Credit Suisse Securities (USA) LLC, to be executed and delivered in accordance with the Debt Financing.

“Indenture” means the Indenture, dated as of April 1, 2013, among the Purchaser SPVs, as Co-Issuers, Wilmington Trust, National Association, as Loan Trustee of each Purchaser SPV Trust, the Indenture Trustee, Wells Fargo Bank, National Association, as Paying Agent and Note Registrar, and SFI.

“Indenture Trustee” means U.S. Bank National Association, in its capacity as Indenture Trustee under the Indenture, or any successor thereto in such capacity.

“Initial Capital Contribution” means, with respect to any Member, the product of (x) a fraction, the numerator of which shall be the portion of the Estimated Aggregate Loan UPB Purchase Price for the Loans to be acquired by the Company Trust at the Loan Purchase Closing, and the denominator of which shall be the entire Estimated Aggregate Loan UPB Purchase Price at the Loan Purchase Closing, multiplied by (y) the Aggregate Initial Capital Contribution of such Member as provided in Schedule I.

“Interest” means, with respect to any Member, its ownership interest in the Company as set forth opposite such Member’s name on Schedule I hereto.

“Interim Servicing Agreement” has the meaning set forth in the Purchase Agreement.

“Loan Purchase Closing” means the “Closing” as defined in the Purchase Agreement.

“Loans” means all PHL Loans and PUL Loans (as such terms are defined in the Purchase Agreement) that the Company (or any Company Trust as designee of the Company) acquires pursuant to the Purchase Agreement.

“London, Kentucky Agreement” means the Asset Purchase Agreement dated March 5, 2013 between Springleaf General Services Corporation and Renaissance Bankcard Services of Kentucky, Inc.

“Major Parties” means Springleaf and NRZ.

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“Managing Member” has the meaning specified in Section 3.1.

“Member Nonrecourse Debt” has the same meaning as the term “partner nonrecourse debt” in Section 1.704-2(b)(4) of the Treasury Regulations.

“Member Nonrecourse Debt Minimum Gain” means an amount, with respect to each Member Nonrecourse Debt, equal to the Company Minimum Gain that would result if such Member Nonrecourse Debt were treated as a Nonrecourse Liability, determined in accordance with Section 1.704-2(i)(3) of the Treasury Regulations.

“Member Nonrecourse Deductions” has the same meaning as the term “partner nonrecourse deductions” in Sections 1.704-2(i)(1) and 1.704-2(i)(2) of the Treasury Regulations.

“Members” has the meaning specified in the preamble of this Agreement.

“Membership Percentage” means, with respect to any Member, (i) as of the Loan Purchase Closing, an amount equal to the fraction, expressed as a percentage, the numerator of which is the Initial Capital Contribution of such Member and the denominator of which is the Initial Capital Contributions of all Members; and (ii) thereafter, an amount equal to the fraction, expressed as a percentage, the numerator of which is the Capital Contributions of such Member and the denominator of which is the Capital Contributions of all Members.

“Net Cash Flow” means with respect to any fiscal period of the Company (i) the sum of (x) all cash revenues of the Company and the Company Trust (determined on a consolidated basis) during that period from all sources, and (y) any reductions in Reserves, less (ii) the sum of (without duplication) (a) cash expenditures by the Company and the Company Trust for operating fees and expenses (including fees and expenses payable under the Interim Servicing Agreement and the Servicing Agreement), (b) payment of the then due principal and interest, and any fees or other amounts then due, with respect to Indebtedness of the Company and the Company Trust, (c) any additions to Reserves and (d) any amounts used to fund Credit Line Advances.

“Net Profits” or “Net Loss” for any period means the net income or net loss of the Company for Federal income tax purposes for such period, increased (without duplication) by the amount, if any, of tax exempt income received or accrued by the Company, reduced (without duplication) by the amount, if any, of all expenditures of the Company described in Section 705(a)(2)(B) of the Code (including expenditures treated as described therein under Section 1.704 1(b)(2)(iv)(i) of the Treasury Regulations), and adjusted with respect to items relating to any asset the Book Basis of which differs from its Tax Basis as described in the following sentence. For purposes of computing Net Profits or Net Loss, (a) the amount of gain or loss with respect to the disposition of any such asset shall be determined by the difference between the amount realized with respect to such disposition and the asset’s Book Basis, (b) if the Book Basis of any such asset is adjusted pursuant to clause (ii) of the definition of Book Basis, the amount of such adjustment shall be taken into account as gain or loss from the disposition of such asset and (c) the Book Depreciation with respect to any such asset for any year shall be determined in accordance with the methods used for Federal income tax purposes and shall equal the amount that bears the same ratio to the Book Basis of such asset as the depreciation or other

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cost recovery deduction computed for Federal income tax purposes bears to the Tax Basis. To the extent an adjustment to the adjusted tax basis of any Company asset pursuant to Code Section 734(b) or 743(b) is required, pursuant to Regulations Section 1.704-(b)(2)(iv)(m)(4), to be taken into account in determining Capital Accounts as a result of a distribution other than in liquidation of a Member’s Interest in the Company, the amount of such adjustment shall be treated as an item of gain (if the adjustment increases the basis of the asset) or loss (if the adjustment decreases such basis) from the disposition of such asset for purposes of computing Net Profits or Net Losses. The amounts of the items of Company income, gain, loss or deduction available to be specially allocated pursuant to Section 7.6 shall be determined by applying rules analogous to those set forth above. Notwithstanding the foregoing, items which are specially allocated pursuant to Section 7.6 shall not be taken into account in computing Net Profits or Net Losses.

“No Clawback Event” means the failure of the Blackstone Funding Parties to fully fund capital to Blackstone in order for Blackstone to pay any Mandatory Capital Contribution or the failure of Blackstone to apply funded capital to the payment of any Mandatory Capital Contribution.

“Non-BTOA Persons” has the meaning specified in Section 12.18.

“Non-Participating Member” has the meaning specified in Section 6.1(c).

“Nonrecourse Deductions” has the meaning set forth in Section 1.704-2(b)(1) of the Treasury Regulations.

“Nonrecourse Liability” has the meaning set forth in Section 1.704-2(b)(3) of the Treasury Regulations.

“Non-Solicitation Obligations” has the meaning specified in Section 3.6(a).

“Non Transferring Members” has the meaning specified in Section 9.1(a).

“NRZ” has the meaning specified in the preamble of this Agreement.

“Offered Interests” has the meaning specified in Section 9.1(a).

“Offer Price” has the meaning specified in Section 9.1(a).

“Ongoing Fees and Expenses” means (i) out-of-pocket organizational and related fees and expenses for maintaining the existence and necessary licenses of the Company incurred in the ordinary course of business (for the avoidance of doubt, not including fees and expenses for licenses of the Servicer); (ii) fees, costs and expenses set forth on Schedule II hereto and fees and expenses payable under the Interim Servicing Agreement and the Servicing Agreement; (iii) federal and state taxes of the Company and the fees and out-of-pocket expenses payable to third parties for preparing tax returns and reports of the Company; (iv) the fees and out-of-pocket expenses payable to third parties related to financial reporting requirements of the Company (including for reports required under this Agreement); (v) the fees and out-of-pocket expenses payable to third parties related to accounting matters with respect to the Company (including for maintaining the books and records as required under this Agreement); and (vi) other fees and out-of-pocket expenses payable to third parties (including outside lawyers, accountants and consultants) reasonably incurred in accordance with Section 3.1.

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“Original Agreement” has the meaning specified in the Preliminary Statements of this Agreement.

“Participating Member” has the meaning specified in Section 6.1(c).

“Performance Support Agreement” means the Performance Support Agreement dated as of April 1, 2013, by SFI in favor of the Indenture Trustee in respect of certain obligations of the Purchaser SPVs.

“Permitted Affiliate Transfer” means (i) any Transfer by NRZ to New Residential Investment Corp. and (ii) any Transfer by Springleaf to SFI or Springleaf Finance Corporation.

“Person” means any individual, corporation, partnership, limited liability company, joint venture, estate, unincorporated association, trust or entity, or any Federal, state, county or municipal government or any political subdivision thereof.

“Portfolio” means all Loans the Company (or any Company Trust as designee of the Company) acquires pursuant to the Purchase Agreement.

“Post-Closing Adjustment” means the post-closing adjustment to the Purchase Price (as such term is defined in the Purchase Agreement) as set forth in Section 3.03 of the Purchase Agreement.

“Proposed Transferee” has the meaning specified in Section 9.1(a).

“Purchase Agreement” means the Purchase Agreement dated March 5, 2013, as amended by the Amendment to Purchase Agreement dated March 29, 2013, among the Company, HSBC Finance Corporation and the Sellers that are listed on Schedule 1.01(a) thereto.

“Purchased Assets” has the meaning specified in the Purchase Agreement.

“Purchase Price” has the meaning specified in the Purchase Agreement.

“Purchaser Entity” means each of SpringCastle America, LLC, a Delaware limited liability company, SpringCastle Credit, LLC, a Delaware limited liability company, and SpringCastle Finance, LLC, a Delaware limited liability company.

“Purchaser Entity LLC Agreement” has the meaning specified in Section 2.2(b).

“Purchaser Entity Trust” means each Delaware common law trust to be formed prior to Loan Purchase Closing to acquire certain of the Purchased Assets from the sellers under the Purchase Agreement, for which the related Purchaser Entity shall own 100% of the beneficial interests, in each case as directed by the managing member of each Purchaser Entity.

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“Purchaser SPV” means each of SpringCastle America Funding, LLC, a Delaware limited liability company, SpringCastle Credit Funding, LLC, a Delaware limited liability company, and SpringCastle Finance Funding, LLC, a Delaware limited liability company.

“Purchaser SPV Trust” means each Delaware common law trust to be formed prior to the Loan Purchase Closing to acquire Purchased Assets from a Purchaser Entity Trust, in each case as directed by the Managing Member.

“Qualified Securities” means marketable, registered equity securities of a publicly traded entity having a market cap of not less than $1,000,000,000.

“Recipient” has the meaning specified in Section 3.9(a).

“Required Consent Action” has the meaning specified in Section 3.2(a).

“Required Seller” has the meaning specified in Section 9.2(a).

“Reserves” means cash reserves maintained by the Company and the Company Trust (i) as required by any debt agreements to which the Company or the Company Trust may be a party or (ii) as reasonably determined by the Managing Member to be necessary for the funding of anticipated operating expenditures of the Company and the Company Trust or to provide for contingent liabilities of the Company and the Company Trust.

“Restricted Parties” has the meaning specified in Section 3.6(a).

“Sale Notice” has the meaning specified in Section 9.3(b).

“Securities Act” means the Securities Act of 1933, as amended.

“Servicer” means, collectively, SFI and all of its subsidiaries that provide servicing pursuant to the Servicing Agreement.

“Servicing Agreement” means the Servicing Agreement in the form of Exhibit B hereto between the Company and the Servicer.

“SFI” means Springleaf Finance, Inc.

“Shortfall Amount” has the meaning specified in Section 6.1(c).

“Sidley” has the meaning specified in Section 12.13.

“Springleaf” has the meaning specified in the preamble of this Agreement.

“Successor Managing Member” has the meaning specified in Section 3.1(b).

“Tag-Along Notice” has the meaning specified in Section 9.3(b).

“Tag-Along Offeree” has the meaning specified in Section 9.3(a).

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“Tag-Along Purchaser” has the meaning specified in Section 9.3(a).

“Tag-Along Right” has the meaning specified in Section 9.3(a).

“Tag-Along Sale” has the meaning specified in Section 9.3(a).

“Tag-Along Seller” has the meaning specified in Section 9.3(a).

“Tagged Interest” has the meaning specified in Section 9.3(a).

“Tax Basis” means, with respect to any asset, its adjusted basis for Federal income tax purposes.

“Threshold Percentage” means (a) with respect to any Drag-Along Sale, an aggregate Membership Percentage equal to 67%, and (b) with respect to any Tag-Along Sale, an aggregate Membership Percentage equal to 40%.

“Transaction Fees and Expenses” means the fees and expenses of the transactions contemplated by the Purchase Agreement, including fees and expenses relating to (i) the Purchase Agreement and all related agreements (except for the London, Kentucky Agreement), including the negotiation and drafting of all such documents, (ii) the consummation of the transactions contemplated by the Purchase Agreement and all related agreements (except for the London, Kentucky Agreement and all agreements solely related to the London, Kentucky Agreement), (iii) the due diligence investigation by the Major Parties and the Company of the Purchased Assets (excluding the assets being purchased pursuant to the London, Kentucky Agreement and all agreements solely related to the London, Kentucky Agreement), (iv) the negotiation by the Company of the Servicing Agreement and (v) estimated tax, accounting and related expenses; provided, that in the case of fees and expenses under clauses (i), (ii) and (iii), to the extent that any such fees and expenses (including attorneys’ fees and expenses) are related to tax structuring matters incurred at the request of NRZ or Blackstone, including the costs of the formation of additional entities and delivery of legal opinions, such fees and expenses (including attorneys’ fees and expenses shall be for the account of NRZ or Blackstone, as applicable.

“Transactions” has the meaning specified in Section 12.13.

“Transfer” has the meaning specified in Section 9.1(a).

“Transferred Interest” has the meaning specified in Section 9.1(a).

“Transferring Member” has the meaning specified in Section 9.1(a).

“Treasury Regulations” means the regulations as adopted by the Treasury Department and Internal Revenue Service under the Code, as in effect from time to time.

“WTNA” has the meaning specified in Section 6.1(b).

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ARTICLE 2

THE COMPANY AND ITS BUSINESS

2.1 Formation. The Company has been formed pursuant to the Certificate of Formation and this Agreement. The name of the Company is “SpringCastle Acquisition LLC.”

2.2 Purposes; Formation of Trust and Purchaser Entity.

(a) The Company has been organized (i) to enter into the Purchase Agreement and to acquire, through the Purchaser Entity Trusts, the Purchased Assets pursuant to the Purchase Agreement, (ii) to pay the Purchase Price allocable to the Loans acquired by the Purchaser Entity Trusts and to pay the other allocable amounts contemplated in the definition of the Equity Commitment Amount, and (iii) to engage in any lawful act or activity for which limited liability companies may be organized under the Company Law and to engage in any and all activities necessary or incidental thereto.

(b) As directed by the Managing Member prior to the Loan Purchase Closing, the Company shall assign to the Purchaser Entity Trusts the right to acquire certain of the Purchased Assets pursuant to the Purchase Agreement.

(c) With respect to each Purchaser Entity Trust, the Managing Member (i) shall cause a related Purchaser Entity and such Purchased Entity Trust to be formed, provided that each Purchaser Entity shall be the sole beneficiary of the related Purchaser Entity Trust, and (ii) shall cause to be prepared an operating agreement substantially similar to this Agreement, for which Springleaf shall be the managing member and that reflects an ownership interest of each member in such Purchaser Entity that equals the Membership Percentage hereunder (the “Purchaser Entity LLC Agreement”); provided, that each of Blackstone and NRZ shall be entitled to review and consent to each Purchaser Entity LLC Agreement and the trust documents for each Purchaser Entity Trust, such consent not to be unreasonably withheld, delayed or conditioned. The initial capital contribution for each member under any Purchaser Entity LLC Agreement shall equal the product of (x) a fraction, the numerator of which shall be the portion of the Estimated Aggregate Loan UPB Purchase Price for the loans to be acquired by the Purchaser Entity Trust of such Purchaser Entity at the Loan Purchase Closing, and the denominator of which shall be the entire Estimated Aggregate Loan UPB Purchase Price at Loan Purchase Closing, multiplied by (y) the Aggregate Initial Capital Contribution of such member as provided in Schedule I. Promptly following the delivery by the Managing Member of any Purchaser Entity LLC Agreement, each Member shall execute such Purchaser Entity LLC Agreement, or assign its right to execute as a member to an Affiliate in accordance with Section 9.1(a). The managing member of each Purchaser Entity shall cause a Purchaser SPV and a Purchaser SPV Trust to be formed in connection with the Debt Financing. Each Purchaser SPV shall be established as a bankruptcy-remote special purpose entity in accordance with the requirements of the Debt Financing; provided, that each of Blackstone and NRZ shall be entitled to review and consent to the form of operating agreement for each Purchaser SPV and the trust documents for each Purchaser SPV Trust, such consent not to be unreasonably withheld, delayed or conditioned.

2.3 Principal Office. The principal office of the Company shall be any place of business selected from time to time by the Managing Member.

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2.4 Registered Office and Registered Agent. The Company’s registered office in the State of Delaware shall be c/o The Corporation Trust Company (“CTC”), 1209 Orange Street, County of New Castle, Wilmington, Delaware 19801. The registered agent of the Company for service of process within the State of Delaware shall be CTC. At any time, the Managing Member may designate another registered agent and/or registered office.

2.5 Qualification. Prior to conducting any business in any jurisdiction, the Managing Member shall cause the Company to comply with all requirements for the qualification or licensing of the Company to conduct business as a limited liability company in such jurisdiction as and to the extent required by the laws and related rules and regulations of such jurisdiction.

2.6 Term. The term of the Company commenced on the date of the filing of the Certificate of Formation in the office of the Secretary of State of the State of Delaware, and the Company shall continue until dissolved, subject to Article 10 hereof, in accordance with the Company Law.

ARTICLE 3

MANAGING MEMBER, MEMBERS AND OFFICERS

3.1 Management and Control.

(a) The business and affairs of the Company shall be managed by Springleaf (the “Managing Member”), which shall have the exclusive power and authority, on behalf of the Company, to take any action of any kind not inconsistent with the provisions of this Agreement and to do anything and everything it deems necessary or appropriate to carry on the business and purposes of the Company; provided, that the Managing Member shall have the power and authority to delegate any such matters to any Affiliate or third party or parties selected by the Managing Member with reasonable care; provided further, that no delegation by the Managing Member of any of its duties hereunder shall relieve the Managing Member of any of its duties hereunder nor relieve the Managing Member of any liability with respect to the performance of such duties (but only to the extent the Managing Member would otherwise be liable hereunder). The Company shall reimburse the Managing Member or its Affiliates for any third party fees or expenses payable by the Managing Member or its Affiliates to its independent contractors providing services to the Company. Subject to Section 3.2 and Section 3.5, the Managing Member shall have, and is hereby granted, full and complete power, authority and discretion to take such action for and on behalf of the Company, and in its name, as the Managing Member deems necessary or appropriate to carry out the purposes for which the Company has been organized. The Managing Member shall be reasonably available to the Members for the purpose of responding to reasonable information requests of, and communicating with, such Members. The Managing Member shall devote so much of its time to the affairs of the Company as in its judgment the conduct of the Company shall reasonably require. Subject to Section 3.2(a), the Managing Member shall have the authority to cause the Company or the Company Trust to incur any Indebtedness or issue any Additional Interests, and the Managing Member shall not be required to offer any Member the right to participate in any such issuance.

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(b) At any time upon 30 days’ prior written notice to the Company and the Members, the Members holding an aggregate Membership Percentage greater than 50% may remove Springleaf (or any successor Member) as Managing Member, subject to the appointment of a successor to the Managing Member (the “Successor Managing Member”), which Successor Managing Member accepts and agrees to be bound as the Managing Member hereunder.

(c) Newcastle and Blackstone shall have the right to approve the Managing Member’s engagement of any third party to perform financial reporting and tax preparation and reporting services for the Company, such approval not to be unreasonably withheld, conditioned or delayed.

3.2 Member Consent Rights.

(a) Notwithstanding anything to the contrary in this Agreement, and subject to Section 3.2(b), without the prior written consent of each of NRZ and Blackstone (subject to the proviso set forth in Section 3.2(a)(i)), the Managing Member shall not, and shall cause the Company not to, take any of the following actions (each, a “Required Consent Action”):

(i) except as permitted under Section 2.2(b), any material modification to the legal structure of the Company, or any modification to the capital structure of the Company, including the issuance of any Additional Interests (except as provided in Section 3.2(a)(viii)), or the incurrence of any Indebtedness by the Company; provided, that the Company may incur Indebtedness (i) on such terms as are approved by Blackstone and NRZ in connection with the Debt Financing, and (ii) for any refinancing of such initial Indebtedness, provided that, with respect to clause (ii) of this proviso, (A) the Company has provided Blackstone with reasonable advance notice and opportunity for discussion, and (B) the Company has obtained the written consent of NRZ;

(ii) except as permitted under Section 2.2(b), any conveyance, sale, lease or transfer of all or substantially all of the Loans then held by the Company;

(iii) except as permitted under Section 2.2(b), any purchase or other acquisition by the Company of any material assets (including any other loan portfolio) or all or substantially all of the assets or any stock or shares of any class of any Person or joint venture, or any recapitalization, joint venture or other business combination transaction between the Company and any other Person, or the consolidation or merger of the Company with or into any other Person;

(iv) dissolve or liquidate the Company, in whole or in part, make an assignment for the benefit of any creditor, or file, consent to or otherwise initiate on behalf of the Company petition in bankruptcy or for the appointment of a custodian, receiver or any trustee;

(v) any transaction, arrangement or relationship (or series of related transactions, arrangements or relationships) between the Company and any Person that is an Affiliate of either Major Party that (i) involves an amount that will or could reasonably be expected to exceed $10,000,000 in any calendar year, individually or in the aggregate, (ii) constitutes (x) a replacement of the Servicing Agreement (other than with a third-party servicer that is not an Affiliate of either Major Party) following repayment of the initial Debt Financing, unless such replacement of the Servicing Agreement to be entered into with Servicer is made on substantially the same terms and conditions as the Servicing Agreement, taking into account the

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repayment of the initial Debt Financing (provided, that if any such terms and conditions would otherwise constitute an amendment or modification described in the following clause (y), then clause (y) shall apply), or (y) an amendment, modification or waiver to the Servicing Agreement in respect of servicing fees or other amounts paid to, or entitled to be retained by, the Servicer that increases, either in such instance or cumulatively since the Closing Date, such servicing fees or other amounts in excess of 10% above the servicing fee percentage or other compensation payable to the Servicer as of the Closing Date, and (iii) involves any sale of any portion of the Portfolio to an Affiliate of either Major Party;

(vi) with respect to the Portfolio: (x) directing the Servicer, or consenting to any request by the Servicer, to take any action that departs from the Servicing Standard (as such term is defined in the Servicing Agreement), (y) any material modifications to the Servicing Standard, and (z) any sale of Loans not otherwise permitted by the Servicing Standard;

(vii) any action that would cause the Company to be treated as other than a partnership or a disregarded entity for federal income tax purposes, or taking any action that would require the Company to register as an “investment company” (as defined in the Investment Company Act of 1940);

(viii) any call by the Company for Capital Contributions other than the Initial Capital Contributions required under Section 6.1(a) and any Mandatory Capital Contributions required under Section 6.1(b), except in the event that there is an unforeseen liquidity or cash shortfall with respect to the Company; in such event, the Managing Member will provide each Member the opportunity to purchase, on a pro rata basis in accordance with such Member’s Membership Percentage, such share of any Additional Interests to be issued to obtain the funds necessary to deal with such unforeseen shortfall, and each participating Member in such call for Capital Contributions shall have the opportunity to purchase, on a pro rata basis in accordance with such Member’s then-current Membership Percentage, Additional Interests made available to, but not purchased by, a Member which does not fully participate in the call for Capital Contributions (it being understood that the Membership Percentage of any non-participating Member shall be subject to dilution resulting therefrom);

(ix) any change to the distribution policy set forth in Article 8;

(x) any material change to the character of the business or purpose of the Company; and

(xi) any lending of money to, or guaranteeing the obligation or Indebtedness of, any Person, except for Persons controlled by the Company.

(b) The requirements set forth in Section 3.2(a) to obtain the affirmative prior written consent of NRZ or Blackstone, as applicable, and to consult with Blackstone, will not be required if, at the time the Managing Member is required to solicit the affirmative prior written consent of NRZ or Blackstone, as applicable, or to consult with Blackstone, with respect to a Required Consent Action, NRZ or Blackstone (together with its respective Affiliates), do not own an aggregate Membership Percentage equal to or greater than 10%.

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(c) With respect to any Required Consent Action, the Managing Member shall provide reasonable advance written notice to NRZ and Blackstone, together with all material information relevant thereto, before soliciting the affirmative prior written consent of NRZ and Blackstone with respect to such Required Consent Action.

3.3 Members Schedule. Each Member is deemed admitted as a Member of the Company upon its execution and delivery of this Agreement, subject to the making of the Initial Capital Contribution of such Member in accordance with Section 6.1. The names, addresses and respective Initial Capital Contributions and Membership Percentages of the Members are set forth in Schedule I. The Managing Member shall cause Schedule I to be amended from time to time to reflect receipt by the Company of any change of address of any Member, any Capital Contribution (including the Initial Capital Contribution) by any Member or any change in any Member’s contributed capital or Membership Percentage (including as a result of the Initial Capital Contributions), the issuance of any Additional Interests or the admission of any Additional Member, the withdrawal or substitution of any Member, and the Transfer of any Member’s Interest in the Company.

3.4 Other Business. Each of the Managing Member, each Member and their respective Affiliates, and each manager, officer, director or employee of each of the Managing Member, each Member and their respective Affiliates, may engage in or possess an interest in other business ventures of every kind and description, independently or with others, unless otherwise restricted by law or pursuant to a separate written agreement entered into between the Company and such Person.

3.5 Servicing Agreement Matters. The Managing Member shall not be entitled to participate in any decision to issue a notice of default or otherwise take any enforcement action entitled to be taken by the Company pursuant to the Servicing Agreement. The Managing Member shall notify the other Members promptly upon (and, in any event, within five (5) business days of) the occurrence of any event or non-compliance not otherwise cured during any grace period under the Servicing Agreement (i) as a result of which the Servicer is not in compliance in all material respects with all of its covenants and agreements contained in the Servicing Agreement; or (ii) which constitutes or, with the passage of time or notice, would constitute a default under the Servicing Agreement. Blackstone and NRZ shall jointly make any decision with respect to the matters set forth in this Section 3.5.

3.6 Non-Solicitation.

(a) So long as SFI or any of its subsidiaries is the Servicer or otherwise performing services pursuant to the Servicing Agreement and for a period of two (2) years thereafter, no Member or any of its Affiliates that receives or otherwise obtains any Confidential Information, or any director, officer, manager or employee of any of the foregoing in their capacity as such (collectively, other than any such Person that is controlled directly or indirectly by Springleaf and acting on behalf of Springleaf, the “Restricted Parties”) shall (i) directly or indirectly solicit the employment or engagement of services of any person or (ii) employ, hire, contract with or otherwise engage any person, who in case of clauses (i) and (ii), is or was employed as an employee, consultant or contractor of Servicer, Subservicer (as such term is defined in the Servicing Agreement) or any of their respective subsidiaries during the term of the

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Servicing Agreement (the “Non-Solicitation Obligations”); provided, however, that this Section 3.6(a) shall not be deemed to (A) prohibit a general solicitation of employment not directed solely at an employee, consultant or contractor of Servicer, (B) prohibit a Restricted Party from hiring as an employee, contracting with or retaining as a consultant a person who has not been employed by or contracted or consulted with Servicer or any Subservicer or any of their respective subsidiaries at any time during the 12 months prior to the date such Member or Affiliate hires, contracts with or retains as a consultant such person or (C) prohibit the Restricted Parties from hiring any person who responds to a general solicitation permitted hereunder or who contacts a Restricted Party on his or her own initiative without any encouragement from a Restricted Party. The obligations of the Restricted Parties under this Section 3.6 shall be binding upon any transferee of a Member of or a Restricted Party.

(b) Each Member shall comply with, and shall cause its Affiliates and Restricted Parties to comply with, the Non-Solicitation Obligations.

3.7 Officers. The Managing Member may, from time to time, appoint one or more presidents, one or more vice presidents, a chief financial officer, a general counsel, a treasurer, and/or a secretary and any other officers of the Company as the Managing Member determines appropriate. Officers will only have the authority and duties that are specified by the Managing Member. Any two or more offices may be held by the same person. The officers of the Company shall hold office at the pleasure of the Managing Member. Any officer of the Company may be removed, either with or without cause, at any time by the Managing Member. No officer of the Company shall be entitled to any ownership or other interests in the Company or any other compensation by reason as serving as an officer.

3.8 Representations, Warranties and Covenants. Each Member hereby represents, warrants and covenants to the Company and to each other Member that:

(a) if that Member is a corporation, it is duly organized, validly existing, and in good standing under the law of the state of its incorporation;

(b) if that Member is a limited liability company, it is duly organized, validly existing and (if applicable) in good standing under the law of the state of its organization;

(c) if that Member is a partnership, trust, or other entity, it is duly formed, validly existing and (if applicable) in good standing under the law of the state of its formation, and if required by law is duly qualified to do business and (if applicable) in good standing in the jurisdiction of its principal place of business (if not formed therein), and the representations and warranties in clauses (a)–(c), as applicable, are true and correct with respect to each partner (other than limited partners), trustee, or other member thereof;

(d) that Member has full corporate, limited liability company, partnership, trust, or other applicable power and authority to execute and agree to this Agreement and to perform its obligations hereunder and all necessary actions by the board of directors, managing member, shareholders, managers, members, partners, trustees, beneficiaries, or other Persons necessary for the due authorization, execution, delivery, and performance of this Agreement by that Member have been duly taken;

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(e) that Member has duly executed and delivered this Agreement;

(f) that Member’s authorization, execution, delivery, and performance of this Agreement does not conflict with (i) any law, rule or court order applicable to that Member, (ii) that Member’s articles of incorporation, bylaws, certificate of formation, partnership agreement, operating agreement or articles of organization, if any, or (iii) any other agreement or arrangement to which that Member is a party or by which it is bound;

(g) that Member has the funds necessary to fulfill its obligation under this Agreement, or on the Loan Purchase Closing such funds shall be available to it;

(h) that Member is acquiring the Interest for that Member’s own account for investment and not with a view to the resale, distribution or fractionalization thereof, in violation of applicable Federal or state securities laws;

(i) that Member has, alone or together with that Member’s purchaser representative (if any), such knowledge and experience in financial matters that Member is capable of evaluating the relative risks and merits of this investment;

(j) that Member has adequate means of providing for that Member’s current needs and personal contingencies and has no need for liquidity in this investment;

(k) all documents and records requested by that Member have been delivered or made available and that Member’s investment decision is based upon that Member’s own investigation and analysis and not the representations or inducements of any other Member;

(l) that Member understands that the Interests have not been, and may not be, registered under the Securities Act in reliance upon applicable exemptions from registration;

(m) no brokerage or finder’s commissions or fees are payable in connection with that Member entering into this Agreement and the transactions contemplated herein;

(n) that Member either (i) is not and will not become (or, if it is disregarded as an entity separate from its owner within the meaning of section 301.7701-3(a) of the Treasury Regulations, its owner is not and will not become), a Flow-Through Entity or, (ii) if it is or becomes a Flow-Through Entity (or, if it is disregarded, and its owner is or becomes a Flow-Through Entity), that (A) none of the direct or indirect beneficial owners of any of the interests in such Flow-Through Entity has or will ever have more than 50% of the value of its interest in such Flow-Through Entity attributable to the beneficial interest of such Flow-Through Entity in such Member’s Interest, and (B) it is not and will not be a principal purpose of the arrangement involving the Flow-Through Entity to permit the Company or any other entity owned by the Company to satisfy the 100-partner limitation of section 1.7704-1(h)(1)(ii) of the Treasury Regulations necessary for the Company or such other entity not to be classified as a publicly traded partnership under the Code;

(o) that Member is not acquiring its Interest, and will not Transfer its Interest, or cause any beneficial interest in its Interest to be marketed, in each case on or through an “established securities market” or a “secondary market (or the substantial equivalent thereof)” each within the meaning of section 7704(b) of the Code, including, without limitation, an interdealer quotation system that regularly disseminates firm buy or sell quotations; and

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(p) that Member is not acquiring its Interest with the assets of (1) an “employee benefit plan”, as defined in Section 3(3) of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”), that is subject to Title I of ERISA, (2) a “plan,” as defined in Section 4975(e)(1) of the Internal Revenue Code that is subject to Section 4975 of the Internal Revenue Code, (3) an entity whose underlying assets include “plan assets” by reason of such employee benefit plan’s or plan’s investment in the entity (within the meaning of Department of Labor Regulation 29 C.F.R. 2510.3-101, as modified by section 3(42) of ERISA), or (4) any governmental, church, non-U.S. or other plan that is subject to any non-U.S., federal, state or local law that is substantially similar to Section 406 of ERISA or Section 4975 of the Internal Revenue Code.

3.9 Confidentiality.

(a) Each Member recognizes and acknowledges that such Member may receive certain confidential and proprietary information and trade secrets of the Company Sister Entities and the Servicer, including confidential information of the Company Sister Entities regarding the Purchased Assets, the Servicing Agreement and activities being undertaken by any Company Sister Entity, any of their agents or the Servicer with respect to such Purchased Assets (the “Confidential Information”). Unless otherwise provided herein or agreed to in writing by the Members, each Member (on behalf of itself and, to the extent that such Member would be responsible for the acts of the following Persons under principles of agency law, its directors, officers, shareholders, partners, employees, agents and members in receipt of such Confidential Information (the “Bound Parties”)) agrees that such Member will not, during or after the term of this Agreement, whether through an Affiliate or otherwise, use Confidential Information other than for evaluating and monitoring its investment in the Company Sister Entities, take commercial or proprietary advantage of or profit from any such Confidential Information, or disclose Confidential Information to any Person for any reason or purpose whatsoever, except (i) to authorized representatives and employees of the Company Sister Entities and as otherwise may be proper in the course of performing such Member’s obligations, or enforcing such Member’s rights, under this Agreement; (ii) as part of such Member’s or its Affiliates’ normal reporting or review procedure, or in connection with such Member’s or its Affiliates’ normal fund raising, marketing, informational or reporting activities, or to such Member’s (or any of its Affiliates’) auditors, attorneys or other agents; (iii) to any bona fide prospective purchaser of the equity or assets of such Member or its Affiliates or the Interests held by such Member, or prospective merger partner of such Member or its Affiliates, provided that such purchaser or merger partner agrees to be bound by the provisions of this Section 3.9 (each recipient of Confidential Information pursuant to the foregoing clauses (i), (ii) and (iii), a “Recipient”); or (iv) as is required to be disclosed by order of a court of competent jurisdiction, administrative body or governmental body, or by subpoena, summons or legal process, or by law, rule or regulation, provided that the Member required to make such disclosure, to the extent practicable and allowable by law or a requesting regulator, shall provide to the Managing Member prompt notice of any such disclosure so that the Company may seek, in the Company’s sole discretion, a protective order or other appropriate remedy. No Member other than Springleaf shall share any Confidential Information with any Competitor. Blackstone shall not share any Confidential

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Information with any Affiliate that engages in the consumer financing business in the same market in which SFI markets its products or provides it services. For purposes of this Section 3.9, “Confidential Information” shall not include any information: (w) relating to the tax treatment or tax structure of the Company Sister Entities or any assets held by the Company Sister Entities, (x) of which such Person (or its Affiliates) became aware prior to its discussions with the Company Sister Entities, (y) of which such Person (or its Affiliates) learns from sources other than the Company Sister Entities (other than if such Person is aware of a breach of confidentiality obligations), whether prior to or after such information is actually disclosed by the Company Sister Entities, or (z) which is otherwise publicly available. Nothing in this Section 3.9 shall in any way limit or otherwise modify any confidentiality covenants entered into by any Member pursuant to any other agreement to which such Member and the Company Sister Entities are parties. Each Member shall be responsible for any breach of this Section 3.9 by any of its Bound Parties.

(b) The Confidential Information of the Company and the Company Sister Entities disclosed to the Members, the Bound Parties and the Recipients in connection with this Agreement shall remain the property of the Company or such Company Sister Entity and such disclosure shall not confer on the Members, the Bound Parties or the Recipients any right over such Confidential Information unless otherwise specified hereunder. Any such Confidential Information shall not be used by the Members, the Bound Parties and the Recipients or disclosed by the Members, the Bound Parties and the Recipients to other Persons, except as set forth in Section 3.9(a) unless such Member, Bound Party or Recipient and the Company enter into an agreement for such use of the Confidential Information, on terms reasonably agreed to by the parties.

3.10 No Certificated Interests. Interests shall not be certificated unless otherwise determined by the Managing Member.

ARTICLE 4

LIABILITY AND INDEMNIFICATION

4.1 Limited Liability of Members. The Members shall not have any liability for the obligations or liabilities of the Company except to the extent expressly provided in the Company Law or this Agreement.

4.2 Exculpation, Indemnification and Advances.

(a) Subject to other applicable provisions of this Section 4.2, Section 4.4 and Schedule II, to the fullest extent permitted by applicable law, the Covered Persons shall not be liable to the Company, the Company Trust or any direct or indirect subsidiary of the Company, any Member or any holder of any equity interest in any direct or indirect subsidiary of the Company for any acts or omissions by any of the Covered Persons arising from the performance or non-performance of their duties and obligations in connection with the Company, this Agreement or any investment made by or on behalf of, or held by or on behalf of, the Company or its Affiliates, including with respect to any acts or omissions made while serving at the request of the Company as a Managing Member, officer, director, member, partner, tax matters partner, fiduciary or trustee of another Person or any employee benefit plan, except to the extent that the

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respective acts or omissions of a Covered Person are finally determined by a court of competent jurisdiction to constitute (i) fraud, willful misconduct or gross negligence or (ii) in the case of the Managing Member, willful violations of the express provisions of this Agreement. The Covered Persons shall be indemnified by the Company, to the fullest extent permitted by law, against all expenses and liabilities (including judgments, fines, penalties, interest, amounts paid in settlement with the approval of the Company and reasonable counsel fees and disbursements on a solicitor and client basis) arising from the performance or non-performance of any of their duties or obligations in connection with their service to the Company or this Agreement, or any investment made by or on behalf of, or held by or on behalf of, the Company or its Affiliates, including in connection with any civil, criminal, administrative, investigative or other action, suit or proceeding to which any such Covered Person may hereafter be made party by reason of being or having been a Covered Person except to the extent that the respective acts or omissions of a Covered Person are finally determined by a court of competent jurisdiction to constitute (i) fraud, willful misconduct or gross negligence or (ii) in the case of the Managing Member, willful violations of the express provisions of this Agreement. The indemnification and other rights of any Covered Person under this Section 4.2 shall not apply with respect to services performed by or for any Member or its Affiliate that is the counterparty to any agreement, including the Servicing Agreement, entered into with any Company Sister Entity.

(b) The provisions of this Agreement, to the extent they restrict the duties and liabilities of a Covered Person otherwise existing at law or in equity are agreed by each Member to modify such duties and liabilities of the Covered Person to the extent permitted by law.

(c) Subject to Section 4.2(i), to the fullest extent permitted by law, expenses (including reasonable attorneys’ fees) incurred by a Covered Person in defending any civil, criminal, administrative or investigative action, suit or proceeding with respect to which such Covered Person is entitled to indemnification pursuant to this Section 4.2, shall be paid by the Company in advance of the final disposition of such action, suit or proceeding upon receipt of a written undertaking by or on behalf of such Covered Person to repay such amount if it shall ultimately be determined that such Covered Person is not entitled to be indemnified by the Company as authorized in this Section 4.2.

(d) The indemnification and advancement of expenses provided by or granted pursuant to this Section 4.2 shall not be deemed exclusive of any other rights to which those seeking indemnification or advancement of expenses may be entitled under this Agreement, or any other agreement, consent of Members or otherwise, and shall continue as to a Covered Person who has ceased to serve in such capacity and shall inure to the benefit of the heirs, successors, assigns and administrators of the Covered Person unless otherwise provided in a written agreement with such Covered Person or in the writing pursuant to which such Covered Person is indemnified, it being the policy of the Company that indemnification of the persons specified in Section 4.2(a) shall be made to the fullest extent permitted by law, except as otherwise provided herein. The provisions of this Section 4.2 shall not be deemed to preclude the indemnification of any person who is not specified in Section 4.2(a) but whom the Company has the power or obligation to indemnify under the provisions of the Company Law.

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(e) Subject to Section 4.2(i), if this Section 4.2 or any portion of this Section 4.2 shall be invalidated on any ground by a court of competent jurisdiction the Company shall nevertheless indemnify each Covered Person as to expenses (including reasonable attorneys’ fees), judgments, fines, and amounts paid in settlement with respect to any action, suit, proceeding or investigation, whether civil, criminal or administrative, including a grand jury proceeding or action or suit brought by or in the right of the Company, to the full extent permitted by any applicable portion of this Section 4.2 that shall not have been invalidated.

(f) Each of the Covered Persons may, in the performance of such Covered Person’s duties, consult with legal counsel and accountants, and any act or omission by such Covered Person on behalf of the Company in furtherance of the interests of the Company in good faith in reliance upon, and in accordance with, the advice of such legal counsel or accountants will be full justification for any such act or omission, and such Covered Person will be fully protected for such acts and omissions; provided that such legal counsel or accountants were selected with reasonable care by or on behalf of the Company.

(g) A Covered Person shall, in the performance of such Covered Person’s duties, be fully protected in relying in good faith upon the records of the Company and on such information, opinions, reports or statements presented to the Company by any of the officers or employees of the Company or of any of its Affiliates, or by any other person as to matters such Covered Person reasonably believes are within such other person’s professional or expert competence.

(h) Any amendment, modification or repeal of this Section 4.2 or any provision hereof shall be prospective only and shall not in any way affect the limitations on the liability of any indemnitee under this Section 4.2 as in effect immediately prior to such amendment, modification or repeal with respect to claims arising from or relating to matters occurring, in whole or in part, prior to such amendment, modification or repeal, regardless of when such claims may arise or be asserted and provided such Person became an indemnitee hereunder prior to such amendment, modification or repeal.

(i) A Covered Person seeking indemnification under this Section 4.2 will give prompt written notice to the Company of any third party claim that may give rise to indemnification under this Section 4.2, provided that any failure or delay in providing timely notice shall not affect the rights or obligations of the Company except to the extent that, as a result of such failure, the Company shall have been prejudiced by the Covered Person’s failure to give such notice, in which case the Company shall be relieved from its obligations hereunder only to the extent of such prejudice. If the Company elects to conduct the defense of the third party claim, the Covered Person will cooperate with and make available to the Company such assistance, personnel, witnesses and materials as the Company may reasonably request. The Company may elect at any time to negotiate a settlement or a compromise of such action or claim or to defend such action or claim, in each case at its sole cost and expense and with its own counsel. If, within thirty (30) days of receipt from a Covered Person of the notice referred to above, the Company (i) advises the Covered Person in writing that it shall not elect to defend, settle or otherwise compromise or pay such action or claim or (ii) fails to make such an election in writing, the Covered Person may (subject to the Company’s continuing right of election in the preceding sentence), at such Covered Person’s option, defend, settle, compromise or pay such action or claim; provided that any such settlement or compromise shall be permitted hereunder only with the written consent of the Company and, to the extent that the underlying claim

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involves the Managing Member, Blackstone and NRZ, such consent not to be unreasonably withheld, conditioned or delayed. The Company shall not settle any third party claim subject to indemnification under this Section 4.2 against a Covered Person where the Covered Person is not released from liability resulting from such third party claim without the Covered Person’s consent.

(j) Any payment required to be made by the Company pursuant to this Section 4.2 shall be paid using Net Cash Flow available on a monthly basis, or, to the extent such Net Cash Flow is insufficient to pay the full amount of such payment, by a Mandatory Capital Contribution.

4.3 Indemnification of the Company. A Member shall indemnify the Company and each of the other Members, and their respective Affiliates, each officer, director, employee and legal representative thereof, for any costs or damages (including reasonable attorneys’ fees) incurred by such Person as a result of any action by such Member in violation of this Agreement, including the failure of a Member to make a Mandatory Capital Contribution. If any Member (or in the case of the Indemnification and Contribution Agreement, its Affiliate) is sued or held liable, solely in its capacity as a Member and investor in the Company or with respect to the Indemnification and Contribution Agreement (the “Indemnified Party”), and suffers damages in connection therewith for which the other Members are not similarly held liable, then such other Members (the “Indemnifying Parties”) shall indemnify the Indemnified Party for a portion of such damages on a pro rata basis in accordance with the Indemnifying Parties’ respective Membership Percentages.

4.4 Corporate Opportunities. Notwithstanding anything in this Agreement or under applicable principles of law to the contrary, (i) each Member and any of its Affiliates may engage in or possess an interest in other business ventures, transactions or activities that may be similar or dissimilar to the business of the Company and the Company Sister Entities and its or their respective Affiliates (each, a “Corporate Opportunity”), independently or with others, whether currently existing or hereafter created, and the pursuit of any such Corporate Opportunity shall not be deemed wrongful or improper or give rise to any liability of the Member or its Affiliates to the Company, any Company Sister Entities, any other Member or any of its or their respective Affiliates and (ii) the Company, the Company Sister Entities, any other Member and its or their respective Affiliates shall not have any right to participate in such other Corporate Opportunity or to receive or share in any income or profits derived therefrom; provided that the foregoing notwithstanding, nothing contained in this Section 4.4 shall limit the confidentiality obligations under Section 3.9. No Member or any of its Affiliates shall be obligated to present any Corporate Opportunity to any other Member, the Company or the Company Sister Entities even if such Corporate Opportunity is of a character that, if presented to such Member, the Company or such Company Sister Entities, could be taken by such Person.

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ARTICLE 5

BOOKS AND RECORDS; REPORTING REQUIREMENTS; MEMBER MEETINGS

5.1 Books of Account; Independent Auditors.

(a) The Managing Member shall keep or cause to be kept full, true and complete books of account and other records showing the assets, liabilities, costs, expenditures and receipts of the Company and such other matters as the Managing Member and the Company’s independent certified public accountant shall deem advisable. The books of account and records of the Company shall be kept in accordance with generally accepted accounting principles applicable to the Company and as in effect from time to time, applied on a consistent basis.

(b) If determined by the Managing Member, the books of account and records of the Company shall be audited as of the end of each Fiscal Year by a public accounting firm of national standing in the United States selected by the Managing Member.

5.2 Information and Audit Rights. The books of account and records of the Company shall be the property of the Company. The Managing Member shall permit any authorized representatives designated by any Member to visit and inspect any of the properties of the Company, including its books of account and records, and to discuss its affairs, finances and accounts with the Company’s officers (or, as applicable, the relevant officers the Managing Member), all at such times as such Member may reasonably request. These rights do not include the right to examine the properties, books and records of the Servicer, except as otherwise provided in Section 5.3. The Managing Member, on reasonable advance written notice and in coordination with Blackstone and NRZ as to timing and location, shall call in-person meetings of the Members on a quarterly basis to discuss the status and performance of the Portfolio, to review the policies with respect to charged-off Loans and other matters related to the Company. The Managing Member shall ensure that appropriate representatives of the Servicer are present at such meetings to discuss servicing and related matters. The Managing Member shall distribute to the Members in advance of each such meeting such written materials (including, without limitation, any relevant servicing reports or other financial information not previously delivered to the Members pursuant to Section 5.3) that are material (as reasonably determined by the Managing Member) to the anticipated discussions.

5.3 Reporting Requirements. The Managing Member shall (a) on a monthly basis, provide to the Members the information provided to the Company by the Servicer under the Servicing Agreement as soon as available, and (b) promptly upon receipt thereof, provide to the Members a copy of each other report submitted to the Company by independent public accountants or other Persons in connection with any annual, interim, or special audit or other work completed by them of the books of the Company.

5.4 Financial Statements. The Managing Member, at Company expense, shall cause to be delivered to each Member (in each case, (a) prepared in accordance with GAAP (subject to the absence of footnote disclosures and year-end audit adjustments) and (b) accompanied by a certificate signed by a natural person designated by the Managing Member stating that such financial report is, to the best of its or her knowledge, true and accurate): (i) as soon as available, but in any event within 120 days after the close of the Company’s Fiscal Year or otherwise as promptly as practicable, audited consolidated financial statements of the Company and the Company Trust for the Fiscal Year then ended (including a balance sheet and statements of income and cash flows), together with each Member’s closing Capital Account in the Company as of the end of such period and the manner of the calculation thereof, and (ii) as soon as

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available, but in any event within 60 days after March 31, June 30 and September 30 of each Fiscal Year or otherwise as promptly as practicable, unaudited consolidated financial statements of the Company and the Company Trust for the quarter then ended (including a balance sheet and statements of income and cash flows), together with each Member’s closing Capital Account in the Company as of the end of such period and the manner of the calculation thereof. With reasonable promptness, the Company shall deliver to each Member, as long as such Member or any of its Affiliates holds any Interest in the Company, such further information with respect to the business, affairs and financial condition of the Company as from time to time may be reasonably requested by any Member. The requesting Member shall pay the cost and expense of providing all such information.

5.5 Actions Without a Meeting and Telephonic Meetings. All actions requiring the consent of the Members provided for herein may be taken by written consent without a meeting, or any meeting thereof may be called by the Managing Member and held by means of a conference telephone that includes all Members that hold a Membership Percentage equal to or in excess of 10%. Any action that may be taken by the Members without a meeting shall be effective only if the written consent or consents are in writing, set forth the action so taken, and are signed by all the Members that are entitled to consent to such action.

ARTICLE 6

CAPITAL CONTRIBUTIONS

6.1 Members’ Capital Contributions.

(a) Initial Capital Contributions. Subject to the satisfaction or waiver by the Company of all of the conditions to the Company’s obligation to effect the Loan Purchase Closing set forth in Sections 8.01 and 8.03 of the Purchase Agreement (other than those conditions that by their nature are to be satisfied by actions taken at the Loan Purchase Closing, but subject to the satisfaction or waiver thereof by the Company at the Loan Purchase Closing), each of Springleaf, NRZ and Blackstone shall contribute its Initial Capital Contribution to the Company at the request of the Managing Member. Each Member shall fund its Initial Capital Contribution contemporaneous with the Loan Purchase Closing. The Equity Commitment Amount shall be determined by the Managing Member based on its good faith estimates of the amounts set forth in the definition of “Equity Commitment Amount”; provided, that the estimate of the Transaction Fees and Expenses shall be increased by an amount equal to 10% of such estimate. The Managing Member shall cause the Initial Capital Contributions to be used to pay the Purchase Price allocable to the Loans acquired by the Company Trust and to pay the other allocable amounts contemplated in the definition of the Equity Commitment Amount. The obligations of each Member to contribute its Initial Capital Contribution shall be irrevocable and shall continue in effect until the earlier of (i) the contribution by such Member of its Initial Capital Contribution to the Company, or (ii) the termination of the Purchase Agreement in accordance with its terms. No later than ten (10) days following the final determination of the Post-Closing Adjustment in accordance with the Purchase Agreement, to the extent any portion of the estimated equity portion of the Closing Cash Consideration has not been used by the Company, the Managing Member shall distribute such portion to the Members in proportion to their respective Membership Percentages.

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The Managing Member shall promptly provide the Members with written notice of any changes in its estimates pursuant to the proviso in the immediately prior paragraph. The Managing Member shall also provide to the Members copies of all calculations, adjustments and statements delivered or received pursuant to Section 3.02 of the Purchase Agreement.

(b) Mandatory Capital Contributions. No Member shall be required to make additional Capital Contributions to the Company, except (i) as determined by the unanimous consent of the Members, (ii) as determined by the Managing Member to be necessary in order to pay any amount due and payable by the Company for the Post-Closing Adjustment or to pay any Fees and Expenses, (iii) for costs incurred by Springleaf if Springleaf is required, on behalf of the Company or any of its subsidiaries, to repurchase a Loan in connection with a breach of any representation or warranty made in connection with the Debt Financing for the purchase of the Purchased Assets, (iv) to reimburse the Servicer for amounts advanced by the Servicer to fund revolving draws pursuant to the Servicing Agreement, (v) for amounts paid by SFI to the Indenture Trustee under the Performance Support Agreement, (vi) as necessary to fulfill the Company’s obligations under this Agreement (A) to indemnify the Covered Persons pursuant to Section 4.2 (subject to Section 4.2(j)) or (B) to reimburse and indemnify the Servicer pursuant to Schedule II, (vii) for payments required to be made by the Company under Section 10 of the Co-Borrower Agreement or (viii) for amounts paid by SFI to Wilmington Trust, National Association (“WTNA”) under the separate letter indemnity agreement between SFI and WTNA in connection with WTNA acting as loan trustee to the Purchaser Entities and the Purchaser SPVs (each such additional Capital Contribution, a “Mandatory Capital Contribution”). No Member shall be required to make any Mandatory Capital Contribution for an Ongoing Fee and Expense pursuant to clause (ii) above if Net Cash Flow is available for a Distribution, either on the date the Managing Member becomes aware of the need for such Mandatory Capital Contribution (the “Contribution Determination Date”) or during the period ending on the earlier of either (x) the first Payment Date (as such term is defined in the Servicing Agreement) after the Contribution Determination Date or (y) 30 days after the Contribution Determination Date, in which event the Net Cash Flow will be used to fund such Ongoing Fee and Expense that would otherwise constitute a Mandatory Capital Contribution. Any additional Capital Contributions required to be made by the Members pursuant to this Section 6.1(b) shall be made by the Members pro rata in proportion to their respective Membership Percentages. If the Members by unanimous consent or the Managing Member shall request a Mandatory Capital Contribution from the Members in accordance with this Section 6.01(b), the Members shall receive written notice of the anticipated funding date of such Mandatory Capital Contribution at least thirty (30) days (or any such shorter period as the Members may agree) prior to such anticipated funding date, provided that the Managing Member shall have the ability to call for a Mandatory Capital Contribution in advance for reasonably estimated costs and expenses that are the subject of such Mandatory Capital Contribution.

(c) Dilution for Failure to Fund a Mandatory Capital Contribution. If at any time or times any Member fails to make timely its pro rata share of Mandatory Capital Contributions in accordance with Section 6.1(b), and such failure shall continue beyond five (5) days after notice from the Managing Member with respect to the failure to make a Mandatory Capital Contribution, and after the Managing Member has made its own Capital Contribution, such Member shall be deemed to be a “Non-Participating Member”; provided, that if the Managing Member has not made its own Mandatory Capital Contribution and any other Member

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has made its Mandatory Capital Contribution, then the Managing Member shall be deemed to be a Non-Participating Member. In such event, in addition to any other remedies that may be available at law or in equity, including pursuant to this Agreement, the Members making their full Mandatory Capital Contribution (the “Participating Members”) may, at their election, contribute to the Company, pro rata according to their Membership Percentages, an amount equal to any or all of all or any part of the amount which the Non-Participating Member failed to contribute to the Company (the “Shortfall Amount”), in which case the amount so contributed shall be deemed a Capital Contribution by the Participating Members as of the date made; provided, that in the event Blackstone is the Non-Participating Member, the Major Parties shall contribute to the Company, pro rata according to their Membership Percentages, an amount equal to the Shortfall Amount. In the event that the Participating Members make a Capital Contribution pursuant to this Section 6.1(c), the Membership Percentage of the Non-Participating Member shall be reduced to an amount equal to the fraction, expressed as a percentage, the numerator of which is the Capital Contributions of such Member and the denominator of which is the sum of (i) the Capital Contributions of all Members prior to the subject Mandatory Capital Contribution, (ii) any such Mandatory Capital Contributions funded by the Members (not including any Shortfall Amount funded by the Participating Members), and (iii) the Shortfall Amount funded by the Participating Members; provided, that in the event Blackstone is a Non-Participating Member and a No Clawback Event has occurred, then to the extent the Participating Members make a Capital Contribution pursuant to this Section 6.1(c) with respect to such Shortfall Amount (the “Blackstone Shortfall Amount”),

(1) the Membership Percentage of Blackstone shall be reduced to an amount equal to the fraction, expressed as a percentage,

(A) the numerator of which is the sum of (i) Capital Contributions of Blackstone prior to the subject Mandatory Capital Contribution, and (ii) any such Mandatory Capital Contributions funded by Blackstone, and

(B) the denominator of which is the sum of (i) the Capital Contributions of all Members prior to the subject Mandatory Capital Contribution, (ii) any such Mandatory Capital Contributions funded by the Members (not including any Blackstone Shortfall Amount funded by the Participating Members), and (iii) an amount equal to the Blackstone Shortfall Amount funded by the Participating Members multiplied by two (such amount, the “Dilution Amount”), and

(2) the Membership Percentage of each Participating Member shall be increased to an amount equal to the fraction, expressed as a percentage,

(A) the numerator of which is the sum of (i) the Capital Contributions of such Participating Member prior to the subject Mandatory Capital Contribution, (ii) any such Mandatory Capital Contributions funded by such Participating Member (not including any Blackstone Shortfall Amount funded by such Participating Member), and (iii) an amount equal to the Blackstone Shortfall Amount funded by such Participating Member multiplied by two, and

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(B) the denominator of which is the sum of (i) the Capital Contributions of all Members prior to the subject Mandatory Capital Contribution, (ii) any such Mandatory Capital Contributions funded by the Members (not including any Blackstone Shortfall Amount funded by the Participating Members), and (iii) the Dilution Amount.

(d) The Managing Member, at its option, may elect to apply Distributions otherwise distributable pursuant to Section 8.1(a) to Blackstone to repay to each Participating Member any outstanding Blackstone Shortfall Amount funded by such Participating Member and not yet repaid pursuant to this Section 6.1(d). To the extent that a Participating Member has been repaid an amount of the Blackstone Shortfall Amount, the Managing Member shall adjust the Membership Percentage of such Participating Member and Blackstone to account for the funding of such Capital Contribution by Blackstone and not such Participating Member; provided, for the avoidance of doubt, that the Membership Percentage of such Participating Member will retain the benefit of the increase, and Blackstone will remain subject to the decrease, resulting from the Dilution Amount above such returned Capital Contribution; and provided, further, that the sum of all allocations of Distributions pursuant to this Section 6.1(d) shall not exceed the aggregate Blackstone Shortfall Amount on a cumulative basis.

(e) The funding by the Participating Members of any Shortfall Amount shall not be deemed to limit any indemnification claim for costs or damages (including reasonable attorneys’ fees) payable by the Non-Participating Member in accordance with Section 4.3, and the Members agree that the Participating Members shall be entitled to reimbursement by the Non-Participating Member for any Shortfall Amount funded by the Participating Members; provided, that, notwithstanding anything to the contrary herein (including Sections 6.1(c) and 12.14) the sole remedy for the Company and the Members for Blackstone’s failure to fund a Mandatory Capital Contribution to the extent the Blackstone Funding Parties are not required to fund capital under the terms of the Blackstone Letter shall be the remedies set forth in Section 6.1(c) and (d).

6.2 No Liability for Capital Contributions. No Member shall be personally liable to any other Member for the payment of any Capital Contribution of any other Member.

ARTICLE 7

CAPITAL ACCOUNTS; ALLOCATION AND DETERMINATION OF NET PROFITS

AND NET LOSS

7.1 Capital Accounts. A capital account shall be established and maintained for each Member on the books of the Company (each Member’s capital account being hereinafter referred to as such Member’s “Capital Account”) and shall initially equal (x) in the case of the Members on the date hereof, the amount set forth opposite such Member’s name on Schedule I hereto, and (y) in the case of any other Member, the total amount of capital contributed by such Member to the Company upon admission to the Company, and throughout the term of the Company shall be (i) increased by the amount of (A) Net Profits allocated to such Member pursuant to Section 7.2

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hereof, (B) any additional Capital Contributions contributed by such Member, and (C) the amount of any Company liabilities assumed by such Member or which are secured by any property distributed to such Member and (ii) decreased by (A) the amount of Net Loss allocated to such Member pursuant to Section 7.2 hereof, (B) the amount of distributions in cash and the fair market value of distributions of property made to such Member, and (C) the amount of any liabilities of such Member assumed by the Company or which are secured by any property contributed by such Member to the Company. In determining the amount of any liabilities for purposes of this Section 7.1 there shall be taken into account Code Section 752(c) and any other applicable provisions of the Code and Regulations.

7.2 Allocation of Net Profits and Net Loss. Subject to any special allocations required by Sections 7.6 and 7.7, Net Profits or Net Loss shall be allocated among the Members to be shared by them on a pro rata basis in accordance with their Membership Percentages.

7.3 No Interest on Capital Accounts. Except as expressly set forth in this Agreement, the Company shall not pay to any Member, and no Member shall be entitled to receive, interest on the amount of its Capital Account.

7.4 Allocation of Income and Loss for Tax Purposes. Except as otherwise provided in this Section 7.4, for Federal income tax purposes, all items of income, gain, deduction or loss for any year shall be allocated in accordance with the manner in which such items of income, gain, deduction or loss affected the amounts which were either charged or credited to the Capital Accounts of the Members for such year. To the extent that any items of income, gain, deduction or loss are attributable to property for which the Tax Basis differs from its Book Basis, such items shall be allocated among the Members for Federal income tax purposes in accordance with section 704(c) of the Code so as to take account of any such difference.

7.5 Determination by the Tax Matters Partner. All matters concerning the allocation of Net Profits and Net Losses among the Members, including the tax treatment thereof, and accounting procedures, not specifically and expressly provided for by the terms of this Agreement shall be determined by the Tax Matters Partner in consultation with the Managing Member. Notwithstanding the foregoing, without the prior consent of a Member, no such allocation methodology shall be made that has a material adverse effect to such Member if such effect on such Member, as compared to the effect of the allocation methodology on other Members, is materially disproportionate, assuming for these purposes that all such Members are similarly situated for federal and state income (and all other) tax purposes; provided, however, that no such consent shall be required in any circumstance in which the Tax Matters Partner in consultation with the Managing Member determines that such tax determination is required by law to be made. Any determination made pursuant to this Section 7.5 shall be final and conclusive as to all of the Members.

7.6 Tax Considerations.

(a) The provisions of this Agreement relating to the maintenance of Capital Accounts are intended to comply with section 1.704-1(b) of the Treasury Regulations and shall be interpreted and applied in a manner consistent with such regulation. The Tax Matters Partner in consultation with the Managing Member shall be authorized to make appropriate amendments

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to the allocations of items pursuant to Article 7 if necessary in order to comply with section 704 of the Code or applicable Treasury Regulations thereunder; provided, that no such change shall have an adverse effect upon the amount distributable to any Member pursuant to this Agreement.

(b) Qualified Income Offset. Notwithstanding any other provision set forth in Section 7.2, no item of deduction or loss shall be allocated to a Member to the extent the allocation would cause a negative balance in such Member’s Capital Account (after taking into account the adjustments, allocations and distributions described in sections 1.704-1(b)(2)(ii)(d)(4), (5) and (6) of the Treasury Regulations) that exceeds the amount that such Member would be required to reimburse the Company pursuant to this paragraph or under applicable law. In the event some but not all of the Members would otherwise have such excess Capital Account deficits as a consequence of such an allocation of loss or deduction, the limitation set forth in this Section 7.6(b) shall be applied on a Member by Member basis so as to allocate the maximum permissible deduction or loss to each Member under section 1.704-1(b)(2)(ii)(d) of the Treasury Regulations. In the event any loss or deduction shall be specially allocated to a Member pursuant to the preceding sentence, an equal amount of income or gain of the Company shall be specially allocated to such Member prior to any other allocation pursuant to Section 7.2. This Section 7.6(b) is intended to constitute a “qualified income offset” in accordance with section 1.704-1(b)(2)(ii)(d) of the Treasury Regulations, and shall be interpreted consistently therewith.

(c) Minimum Gain Chargeback. The Company shall allocate items of income and gain among the Members at such times and in such amounts as necessary to satisfy the minimum gain chargeback requirements of Treasury Regulations Sections 1.704-2(f) and 1.704-2(i)(4).

(d) Member Minimum Gain Chargeback. Except as otherwise provided in Section 1.704-2(i)(4) of the Treasury Regulations, notwithstanding any other provision of Article 7, if there is a net decrease in Member Nonrecourse Debt Minimum Gain attributable to a Member Nonrecourse Debt during the applicable period, each Member who has a share of the Member Nonrecourse Debt Minimum Gain attributable to such Member Nonrecourse Debt, determined in accordance with Section 1.704-2(i)(5) of the Treasury Regulations, shall be specially allocated items of Company income and gain for such period (and if necessary, subsequent periods) in an amount equal to such Member’s share of the net decrease in Member Nonrecourse Debt Minimum Gain attributable to such Member Nonrecourse Debt, determined in accordance with Treasury Regulations Section 1.704-2(i)(4). Allocations pursuant to the previous sentence shall be made in proportion to the respective amounts required to be allocated to each Member pursuant thereto. The items to be so allocated shall be determined in accordance with Sections 1.704-2(i)(4) and 1.704-2(j)(2) of the Treasury Regulations. This Section 7.6(d) is intended to comply with the minimum gain chargeback requirement in Section 1.704-2(i)(4) of the Treasury Regulations and shall be interpreted consistently therewith.

(e) Nonrecourse Deductions. Nonrecourse Deductions for any applicable period shall be specially allocated among the Members in accordance with their Membership Percentages, except to the extent that the Code and Treasury Regulations require that such deductions be allocated in some other manner. Any Member Nonrecourse Deductions for any applicable period shall be specially allocated to the Member who bears the economic risk of loss with respect to the Member Nonrecourse Debt to which such Member Nonrecourse Deductions are attributable in accordance with Treasury Regulations Section 1.704-2(i)(1).

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(f) Section 754 Adjustments. To the extent an adjustment to the adjusted tax basis of any Company asset, pursuant to Code Section 734(b) or Code Section 743(b) is required, pursuant to Treasury Regulations Section 1.704 1(b)(2)(iv)(m)(2) or 1.704 1(b)(2)(iv)(m)(4), to be taken into account in determining Capital Accounts as the result of a distribution to a Member in complete liquidation of such Member’s Interest in the Company, the amount of such adjustment to Capital Accounts shall be treated as an item of gain (if the adjustment increases the basis of the asset) or loss (if the adjustment decreases such basis) and such gain or loss shall be specially allocated to the Members in accordance with their Interests in the Company in the event Treasury Regulations Section 1.704 1(b)(2)(iv)(m)(2) applies, or to the Member to whom such distribution was made in the event Treasury Regulations Section 1.704 1(b)(2)(iv)(m)(4) applies.

7.7 Transfer of Interests. If all or any part of a Member’s Interest in the Company is transferred in accordance with this Agreement, the transferee shall succeed to the Capital Account of the transferor to the extent it is related to such transferred Interest; provided, however, that each item of income, gain, loss, deduction or credit of the Company for such taxable year will be allocated among the Members in accordance with any method permitted by Code Section 706(d) and the Treasury Regulations thereunder in order to take into account the Members’ varying interests in the Company during such taxable year.

7.8 No Withdrawal. No Member shall be entitled to withdraw any part of such Member’s Capital Contributions or Capital Account or to receive any distribution from the Company, except as expressly provided in this Agreement.

ARTICLE 8

DISTRIBUTIONS

8.1 Distributions.

(a) Amounts and Timing. All Net Cash Flow will be distributed to the Members pro rata, based on their respective Membership Percentages (“Distributions”). The Managing Member shall cause the Company Trust to distribute cash to the Company for purposes of the foregoing, as frequently as the Managing Member shall reasonably determine, subject to adjustment for corrections (if any). The Reserves may include expenses incurred as of the date hereof and reasonably foreseeable expenses. The Reserves shall not include amounts for transactions unrelated to the Portfolio unless otherwise agreed to by unanimous consent of the Members.

(b) Limited Recourse. The Members shall look solely to the assets of the Company for any distributions, whether liquidating distributions or otherwise. If the assets of the Company remaining after the payment or discharge, or the provision for payment or discharge, of the debts, obligations, and other liabilities of the Company are insufficient to make any distributions, no Member shall have any recourse against the separate assets of any other Member (except as otherwise expressly provided in any other agreement to which a Member is a party).

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8.2 Form of Distributions. Any distribution made pursuant to this Agreement may be made in cash or, with the unanimous consent of the Members, in kind. The Managing Member shall use its best efforts to make distributions in kind on a proportionate basis among those Members receiving distributions.

8.3 Withholding. The Tax Matters Partner in consultation with the Managing Member shall withhold, or cause to be withheld, from distributions, payments, or with respect to allocations, to the Members and shall pay over to any federal, state, local or foreign government any amounts required to be so withheld pursuant to the Code or any provisions of any other federal, state, local or foreign law and shall allocate any such amounts to the Member with respect to which such amount was withheld. The payment by the Company of any such amount to a government shall be treated as a distribution to the Member with respect to which such amount was withheld. If the Tax Matters Partner in consultation with the Managing Member determines that the Company lacks sufficient funds to make distributions in an aggregate amount that would allow for any such withholding, the Member for whom such withholding is to be made shall pay to the Company cash or immediately available funds in the amount needed by the Company to satisfy such withholding liability within ten (10) days after being so notified in writing by the Company. In the event that any Member fails to timely make any such payment, such Member shall be in default and shall indemnify and hold the Company and the other Members harmless for any costs, penalties, payments or damages incurred by the Company or the other Members as a result of such failure (including any taxes owed by the Company or such other Members as a result of the receipt of such amounts). The Company shall have the authority to apply any distributions to which such defaulting Member would otherwise be entitled towards the satisfaction of amounts owed to the Company or the other Members by such defaulting Member pursuant to this Section 8.3. Payments made by any Member pursuant to this Section 8.3 shall not be considered capital contributions and shall not increase the Capital Account of the Member making such payment.

ARTICLE 9

TRANSFER OF COMPANY INTERESTS; ADMISSION OF NEW MEMBERS

9.1 Transfer of Company Interest.

(a) Subject to Sections 9.1(b), (c), (d) and (e), no Member will be permitted to (i) sell, exchange, transfer, assign, participate, pledge or otherwise dispose of (a “Transfer”) or (ii) give, encumber, assign, pledge, mortgage, hypothecate or otherwise use as collateral or other security all or any part of its Interest without the written consent of the other Members; provided, that (but subject to Sections 9.1(b), (c), (d) and (e)) (A) a Member may Transfer all or part of its Interest (the “Transferred Interest”) to an Affiliate at any time, but in the event of the Transfer of the Interest of a Member (the “Transferring Member”) to an Affiliate (other than a Permitted Affiliate Transfer), the Transferring Member shall remain liable for all obligations applicable to the Transferred Interest; provided, further, that if the Transferring Member requests the consent of the other Members (the “Non Transferring Members”) to approve the release of the Transferring Member from any future obligations applicable to the Transferred Interest, the Non

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Transferring Members shall not unreasonably withhold, condition or delay their consent to such release (provided that the proposed replacement member has a creditworthiness substantially similar to, or greater than, the creditworthiness of the Transferring Member), and (B) from and after the third anniversary of the date hereof, the Transfer of the Interest of a Member to a third party purchaser in a bona fide transaction will be permitted (subject to the next following sentence), if the Transferring Member provides notice to the Non Transferring Members of the terms of the proposed Transfer of the offered Interests (the “Offered Interests”) (including the price for the proposed Transfer (the “Offer Price”)), and the Non-Transferring Members do not within the Exercise Period (as defined below) exercise their rights of first offer to acquire the Transferring Member’s Offered Interests at a price equal to the Offer Price. To the extent that the Non-Transferring Members elect not to acquire any of the Offered Interests, the Transferring Member will have ninety (90) days following the expiration of the Exercise Period to sell such Offered Interests to the Proposed Transferee at a price at least equal to 95% of the Offer Price and subject to terms that are substantially similar to those proposed by the Transferring Member to the Non-Transferring Member, or better, taken as a whole, for the Transferring Member; provided, that (x) in the event of any Transfer by the Members other than Springleaf, the Managing Member consents to the identity of the proposed transferee (the “Proposed Transferee”), such consent not to be unreasonably withheld, conditioned or delayed if the Proposed Transferee has a creditworthiness substantially similar to, or greater than, the creditworthiness of the Transferring Member (taking into account any credit support provided with respect to such Transferring Member, including, with respect to BTO Willow Holdings, L.P., the Blackstone Letter), and (y) in the event of any Transfer by Springleaf, NRZ consents to the Proposed Transferee, such consent not to be unreasonably withheld, conditioned or delayed if the Proposed Transferee has a creditworthiness substantially similar to, or greater than, the creditworthiness of the Transferring Member (taking into account any credit support provided with respect to such Transferring Member). Each Non-Transferring Member will have the right to purchase all or any portion of the Offered Interests offered to be sold by the Transferring Member. The Non-Transferring Members will have fifteen (15) days (the “Exercise Period”) to decide whether to purchase Offered Interests. Each Non-Transferring Member exercising its right of first offer will have up to thirty (30) days following the Exercise Period to consummate the purchase of the Offered Interests. The right of first offer shall not apply to the Transfer of Interests to any Affiliate of the Transferring Member. In the event more than one Non Transferring Member elects to purchase the Offered Interests, the portion of the Offered Interests to be purchased by such Non Transferring Members shall be determined on a pro rata basis in accordance with such Non Transferring Members’ respective Interests. If the Major Parties provide notice of their intent to Transfer all their Interests that, in the aggregate, are equal to or in excess of an aggregate Membership Percentage equal to 50%, in any Drag-Along Sale, then any exercise of the right of first offer shall be for all Offered Interests (not in part).

(b) The Managing Member shall at all times retain a Membership Percentage equal to or greater than 10% of the aggregate Interests of all Members, unless the Managing Member obtains the prior written consent of Blackstone and NRZ to retain a Membership Percentage less than 10% of the aggregate Interests of all Members. The Managing Member may not transfer its right to act as the Managing Member to any Person that is not a wholly owned direct or indirect subsidiary of SFI without the prior written consent of Blackstone and NRZ.

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(c) The rights of each Member set forth in Sections 3.1(c), 3.2(a), 3.5, 5.2, 5.3 and Section 7 of Schedule II, the rights of Blackstone under Section 6.1(c) and (d) with respect to its failure to make a Mandatory Capital Contribution, and the rights of each Member to Transfer its Interest to a third party purchaser in a bona fide transaction under Section 9.1(a), are non-transferable; provided, that each Member may transfer such rights, to the extent held by such Member, to one transferee that together with its Affiliates would hold an aggregate Membership Percentage equal to or greater than 10% of the aggregate Interests of all Members following such transfer.

(d) No Member may transfer shares to any Competitor of SFI or its wholly owned subsidiaries without the consent of Springleaf (which consent shall not be unreasonably withheld); provided, that no such consent of Springleaf shall be required if the Competitor that is a proposed transferee agrees that it shall not have the right to attend any quarterly meeting pursuant to Section 5.2 nor the right to request or receive any Confidential Information (other than, to the extent such information constitutes Confidential Information, normal monthly, quarterly or annual servicing reports, Company financial statements or similar Loan performance information).

(e) No Member may Transfer all or part of its Interest, and any such attempted Transfer shall be void ab initio, unless the following conditions are met:

(i) prior to and as a condition of such Transfer, the Transferring Member obtains a certification from the prospective transferee, in which the prospective transferee certifies that the representations and warranties set forth in Section 3.8(n) and (o) are true and will be true, to the extent they refer to future occurrences, in all respects;

(ii) after giving effect to such transaction, there are (A) no more than 15 Members of the Company and (B) no more than 95 beneficial owners of the Company or any entity owned by the Company for purposes of section 1.7704-1(h) of the Treasury Regulations, including as a beneficial owner with respect to an entity owned by the Company a holder of “notes” which have been issued by such entity (and not otherwise retained by such entity), which notes were not issued pursuant to a “will” level opinion as to their treatment as debt for Federal income tax purposes; and

(iii) after giving effect to such Transfer, the Company would not be required to register as an investment company under, or otherwise be in violation of, the Investment Company Act of 1940 or any rules or regulations promulgated thereunder.

(f) In the event of a purported Transfer by a Member of any Interest in violation of the provisions of this Agreement, such purported Transfer shall be void, and the Company will not give effect to such Transfer.

9.2 Drag-Along Rights.

(a) If the Major Parties (including their Affiliates that are Members) (the “Drag-Along Sellers”) propose to Transfer for cash or Qualified Securities, in a single transaction or in a series of related transactions, either (x) a portion of their Interests that, in the aggregate, is equal to or in excess of the applicable Threshold Percentage or (y) all their Interests

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that, in the aggregate, is equal to or in excess of an aggregate Membership Percentage equal to 50% (each, a “Drag-Along Sale”), to a Person or Persons other than a Major Party or an Affiliate of a Major Party (a “Drag-Along Purchaser”), then such Drag-Along Sellers shall have a right (a “Drag-Along Right”), but not an obligation, to require Blackstone and its Affiliates that are Members (the “Required Sellers”) to tender for purchase to the Drag-Along Purchaser, on the same terms and conditions that apply to the Drag-Along Sellers, a proportionate share of the Interests held by the Required Sellers equal to the proportionate share of the Interests held by the Drag-Along Sellers that are subject to the Drag-Along Sale (the “Dragged Interests”).

(b) If the Drag-Along Sellers elect to exercise the Drag-Along Right under this Section 9.2 with respect to the Dragged Interests, such Drag-Along Sellers shall notify the Required Sellers in writing (the “Drag-Along Notice”). Each Drag-Along Notice shall set forth: (i) the proposed amount and form of consideration and terms and conditions of payment offered by the Drag-Along Purchaser(s) and a summary of any other material terms pertaining to such Drag-Along Sale; and (ii) the Dragged Interests. The Drag-Along Notice shall be given at least thirty (30) days before the closing of the proposed Drag-Along Sale.

(c) Upon the receipt of a Drag-Along Notice, the Required Sellers shall be obligated to sell the Dragged Interests set forth in its Drag-Along Notice on the terms set forth therein and shall execute and/or deliver all instruments, documents and agreements required to be delivered pursuant to such terms.

(d) At the closing of the Transfer to any Drag-Along Purchaser(s) pursuant to this Section 9.2, the Drag-Along Purchaser(s) shall remit to each Drag-Along Seller and the Required Sellers the consideration to be paid for the Interest being purchased from such Drag-Along Seller and the Required Sellers pursuant to the Drag-Along Notice, minus, in each case, any consideration to be escrowed or otherwise held back (the “Holdback Amount”) (which Holdback Amount shall be allocated pro rata among the Drag-Along Sellers and the Required Sellers based on the Interests sold by each) against delivery of the Interests being purchased from the Drag-Along Sellers and the Required Sellers.

(e) Notwithstanding anything else to the contrary contained herein, the Drag-Along Sellers may at any time prior to consummation of a Drag-Along Sale terminate the proposed Drag-Along Sale.

9.3 Tag-Along Rights.

(a) Other than a Transfer pursuant to Section 9.2, if one or more of the Major Parties (the “Tag-Along Seller”) proposes to Transfer, in a single transaction or in a series of related transactions, all or any portion of its Interest to a Person or Persons other than a Major Party or an Affiliate of a Major Party (such person, a “Tag-Along Purchaser”) such that the Major Parties, either individually or in the aggregate, will have transferred (measured on a cumulative basis from the Closing Date) a percentage of their aggregate Interests in excess of the applicable Threshold Percentage (any such Transfer, a “Tag-Along Sale”), then Blackstone and its Affiliates that are Members (each a “Tag-Along Offeree” and collectively, the “Tag-Along Offerees”), shall have the right (the “Tag-Along Right”) to require that the proposed Tag-Along Purchaser to purchase from the Tag-Along Offerees, on the same terms and conditions as apply

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to the Tag-Along Seller, the Interest equal to the number derived by multiplying (x) the total Interest that the proposed Tag-Along Purchaser has agreed or committed to purchase from the Tag-Along Seller, by (y) a fraction, the numerator of which is the total Interest owned by such Tag-Along Offeree, and the denominator of which is the aggregate Interest owned by such Tag-Along Seller and all Tag-Along Offerees (the “Tagged Interest”).

(b) The Tag-Along Seller shall notify the Tag-Along Offerees in writing in the event such Tag-Along Seller proposes to make a Transfer or series of Transfers giving rise to a Tag-Along Right at least thirty (30) days prior to the date on which such Tag-Along Seller expects to consummate such Transfer (the “Sale Notice”), which notice shall specify the Interest that the Tag-Along Purchaser intends to purchase in such Transfer, together with the material terms and conditions of such proposed Transfer (including, without limitation, the price and form of consideration). The Tag-Along Right may be exercised by any Tag-Along Offeree by delivery of a written notice to the Tag-Along Seller and the Company (the “Tag-Along Notice”) within thirty (30) days following receipt of the Sale Notice from such Tag-Along Seller. The Tag-Along Notice shall state the Interest that such Tag-Along Offeree proposes to include in such Transfer to the proposed Tag-Along Purchaser (not to exceed the number as determined above).

(c) Upon the delivery of the Tag-Along Notice, the Tag-Along Offerees that exercise the Tag-Along Right shall be obligated to sell the Tagged Interest set forth in the Sale Notice on the terms set forth therein and shall execute and/or deliver all instruments, documents and agreements required to be delivered pursuant to such terms.

(d) At the closing of the Transfer to any Tag-Along Purchaser pursuant to this Section 9.3, the Tag-Along Purchaser shall remit to the Tag-Along Seller and each Tag-Along Offeree that has exercised its Tag-Along Rights, if any, the consideration to be paid for the Interest being purchased by the Tag-Along Purchaser from such Tag-Along Seller and Tag-Along Offeree pursuant to this Section 9.3, minus, in each case, any Holdback Amount (which Holdback Amount shall be allocated pro rata among the Tag-Along Seller and the Tag Along Offerees based on the Interest sold by each) against delivery of the Interest and the compliance by such Tag-Along Offeree with any other conditions to closing generally applicable to the Tag-Along Seller.

(e) Notwithstanding anything else to the contrary contained herein, the Tag-Along Sellers may at any time prior to consummation of a Tag-Along Sale terminate the proposed Tag-Along Sale.

9.4 Dissolution or Bankruptcy of a Member. Upon the dissolution or bankruptcy of a Member, such Member’s executors, administrators or legal representatives shall have all the rights of a Member (except as provided by the last sentence of this Section 9.4) for the purpose of settling or managing such Member’s estate, including such power as such Member possessed to substitute a successor as a transferee of such Member’s Interest in the Company and to join with such transferee in making the application to substitute such transferee as a Member. However, except as provided in this Section 9.4, such executors, administrators or legal representatives will not have the right to become a Member in the place of their predecessor in interest unless the Managing Member shall so consent.

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9.5 Additional Members. Any proposed transferee under this Article 9 shall be admitted as a member (an “Additional Member”) upon (i) such proposed transferee executing a joinder agreement to this Agreement substantially in the form of the Joinder Agreement attached as Exhibit A hereto, (ii) if requested by the Managing Member, receipt by the Company of an opinion of legal counsel to such proposed transferee, reasonably acceptable to the Managing Member, (x) as to the enforceability of this Agreement against such proposed transferee, (y) to the effect that such Transfer will not cause the Company or any entity owned by the Company to be or become characterized for Federal income tax purposes as an association or publicly traded partnership taxable as a corporation; and (z) such transfer not resulting in any violation of or failure to comply with applicable federal and state securities laws, and (iii) such proposed transferee complying with the applicable conditions with respect to such admission as an Additional Member.

ARTICLE 10

DISSOLUTION; LIQUIDATION

10.1 Dissolution.

(a) The Company shall be dissolved and its affairs shall be wound up upon the first to occur of the following: (i) upon the consent of the Managing Member and the consent of Blackstone and NRZ pursuant to Section 3.2(a)(iv) to dissolve the Company; and (ii) upon the entry of a decree of judicial dissolution under Section 18-802 of the Company Law.

(b) The Managing Member shall cause the Certificate of Formation of the Company to be canceled when the Company is dissolved. All Members at the time of dissolution shall execute such documents as the Managing Member deems necessary or desirable to cause the complete dissolution of the Company. So long as there shall remain at least one Member, the withdrawal, bankruptcy or dissolution of any Member shall not cause a dissolution of the Company.

10.2 Liquidation.

(a) In the event of dissolution, the Managing Member shall conduct only such activities as are necessary to wind up the affairs of the Company (including the sale of the assets of the Company in an orderly manner), and the assets of the Company shall be applied in the manner, and in the order of priority, set forth in Section 18-804 of the Company Law.

(b) The existence of the Company shall terminate when (i) all of the assets of the Company, after payment of or due provision for all debts, liabilities and obligations of the Company, shall have been distributed to the Members in the manner provided for in this Agreement, and (ii) the Certificate of Formation shall have been canceled in the manner required by the Company Act.

(c) In the event of dissolution of the Company, distributions shall be made to Members in accordance with each Member’s Membership Percentage. Notwithstanding anything set forth in this Agreement to the contrary, in the event that any Member’s Capital Account (or, as the case may be, the Capital Account of the Member whose interest is “liquidated”) has a deficit balance, such Member(s) shall have no obligation to restore such deficit balance or otherwise contribute to the capital of the Company.

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ARTICLE 11

CERTAIN TAX MATTERS

11.1 Company Tax Returns. The Tax Matters Partner shall cause to be prepared and filed with the appropriate authorities the informational tax returns necessary for the preparation of the Members federal, state and local income tax and information returns after the close of each taxable year of the Company. The Tax Matters Partner shall send or cause to be sent to each Member as soon as reasonably practicable after the end of each taxable year (or taxable period if less than a year), such information as is necessary to complete such Member’s federal and state income tax or informational returns for that year; provided, however the Tax Matters Partner shall use good faith efforts to provide the Members (a) as soon as reasonably practicable and no later than sixty (60) days after the end of each taxable year (or taxable period if less than a year) estimates of income, gain, loss and deduction (and other items as requested) anticipated to be reported on the federal, state and local Schedule K-1s for such taxable year and (b) quarterly estimates (or projected estimates) of income, gain, loss and deduction (i) on or before March 31 for the first calendar quarter, (ii) on or before May 31 for the second calendar quarter, (iii) on or before August 30 for the third calendar quarter, and (iv) on or before October 31, followed by an updated estimate on or before November 30, for the fourth calendar quarter.

11.2 Designation of Tax Matters Partner. The Members designate NRZ as the “Tax Matters Partner” under section 6231(a)(7) of the Code, to manage administrative tax proceedings conducted at the Company level by the Internal Revenue Service with respect to Company matters, and NRZ shall act in the same capacity with respect to corresponding provisions of state and local law. The Tax Matters Partner is specifically directed and authorized to take whatever steps it, in his or her sole discretion, deems necessary or desirable to perfect such designation, including, without limitation, filing any forms or documents with the Internal Revenue Service and taking such other action as may from time to time be required under Treasury Regulations except that the Company shall not elect to be classified as other than a partnership for income tax purposes without the unanimous consent of the Members; provided, further, that no such election shall be made if it would violate any indenture to which any entity owned by the Company may be subject. Expenses of such administrative proceedings undertaken by the Tax Matters Partner shall be deemed Company expenses.

11.3 Material Tax Election and Tax Decisions. Except as otherwise provided herein, and subject to Section 3.2, the Tax Matters Member in consultation with the Managing Member may make any tax election provided under the Code or any provision of state, local or foreign tax law, and shall, to the fullest extent permitted by law be absolved from all liability for any and all consequences to any previously admitted or subsequently admitted Members resulting from its making or failing to make any such election. In addition, all such material decisions and other matters concerning the computation and allocation of items of income, gain, loss, deduction and credits among the Members, and accounting procedures not specifically and expressly provided for by the terms of this Agreement shall be determined by the Tax Matters Member in consultation with the Managing Member. Notwithstanding the foregoing, without the prior consent of a Member, no election or tax determination shall be made that has a material adverse

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effect to such Member if such effect on such Member, as compared to the effect of the election or tax determination on other Members, is materially disproportionate, assuming for these purposes that all such Members are similarly situated for federal and state income (and all other) tax purposes; provided, however, that no such consent shall be required in any circumstance in which the Tax Matters Partner in consultation with the Managing Member determines that such election or tax determination is required by law to be made. Any determination made pursuant to this Section 11.3 shall be conclusive and binding on all Members.

11.4 Partnership Classification. Notwithstanding anything in this Agreement to the contrary, the Tax Matters Partner in consultation with the Managing Member shall be authorized to interpret any provision of this Agreement in such manner necessary to prevent the Company or any entity owned by the Company from being treated as a publicly traded partnership taxable as a corporation for federal income tax purposes.

ARTICLE 12

MISCELLANEOUS

12.1 Compliance with Applicable Laws and Rules. No business or activity shall be conducted by the Company that is forbidden by or contrary to any applicable law or to the rules or regulations lawfully promulgated thereunder. If any of the terms, conditions or other provisions of this Agreement shall be in conflict with any thereof, such terms, conditions or other provisions shall be deemed modified so as to conform therewith.

12.2 Effect of Certain Provisions of the Company Law. Except to the extent otherwise provided for herein, the Managing Member shall act as “manager” (as defined in the Company Law) throughout the term of the Company, and no elections or further designations of a manager or a managing member of the Company shall be held or made.

12.3 Further Assurances. Each party to this Agreement agrees to execute, acknowledge, deliver, file and record such further certificates, amendments, instruments and documents, and to do all such other acts and things, as may be required by law or as, in the opinion of the Managing Member, may be necessary or advisable to carry out the intents and purposes of this Agreement.

12.4 Notices. Any notice or other communication required or permitted to be given hereunder shall be in writing, and shall be effective (a) when transmitted by facsimile or electronic mail (with an acknowledgment of receipt) or personally delivered on a business day during normal business hours, (b) on the business day following the date of dispatch by overnight courier of national reputation or (c) on the fifth business day following the date of mailing by registered or certified mail, return receipt requested, in each case addressed to the Company or the Members at the address of the Members set forth in Schedule I.

12.5 Amendments. Amendments may be made to this Agreement from time to time by (and only by) the unanimous written consent of all the Members, subject to the right of the Managing Member to update Schedule I in accordance with Section 3.3.

12.6 Severability. In the event that any one or more of the provisions contained in this Agreement is held invalid, illegal or unenforceable in any respect, the validity, legality and enforceability of the remaining provisions contained herein shall not in any way be affected or impaired thereby.

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12.7 Headings and Captions. All headings and captions contained in this Agreement and the table of contents hereto are inserted for convenience only and shall not be deemed a part of this Agreement.

12.8 Variation of Pronouns. All pronouns and all variations thereof shall be deemed to refer to the masculine, feminine or neuter, singular or plural, as the identity of the person may require.

12.9 Counterparts. This Agreement may be executed in counterparts, each of which shall constitute an original and all of which, when taken together, shall constitute one agreement.

12.10 GOVERNING LAW. THIS AGREEMENT SHALL BE GOVERNED BY THE LAWS OF THE STATE OF DELAWARE, WITHOUT REGARD TO THE CONFLICTS OF LAW PRINCIPLES THEREOF.

12.11 Entire Agreement; No Third Party Beneficiaries. This Agreement supersedes all prior agreements among the parties with respect to the subject matter hereof and contains the entire agreement among the parties with respect to such subject matter. It is understood and agreed among the parties that this Agreement and the covenants made herein are made expressly and solely for the benefit of the parties hereto, and that no other Person (other than (i) the Covered Persons, who shall be third party beneficiaries solely for the purposes of Section 4.2, (ii) the Servicer, who shall be a third party beneficiary for the purposes of Schedule II, and (iii) Affiliates of Springleaf, who shall be third party beneficiaries for the purposes of the Non-Solicitation Obligations), shall be entitled or be deemed to be entitled to any benefits or rights hereunder or be authorized or entitled to enforce any rights, claims or remedies hereunder or by reason hereof.

12.12 Waivers. No waiver of any provision hereof by any party hereto shall be deemed a waiver by any other party nor shall any such waiver by any party be deemed a continuing waiver of any matter by such party. No amendment, modification, supplement, discharge or waiver hereof or hereunder shall require the consent of any person not a party to this Agreement.

12.13 Legal Counsel Relationship. Each of the Company and the Members acknowledges and agrees that Sidley Austin LLP (“Sidley”) has represented the Company and the Major Parties in connection with this Agreement and other transactions related hereto (the “Transactions”). Except for Sidley’s representation of the Company and the Major Parties with respect to the Transactions, in no event shall an attorney-client relationship exist between Sidley, on the one hand, and Blackstone and its Affiliates, on the other hand. Each of the Members further agrees and consents that Sidley shall be permitted to render legal advice and to provide legal services to the Major Parties and to the Company from time to time, and each of the Members covenants and agrees that such representation of the Major Parties or the Company by Sidley from time to time shall not disqualify Sidley from providing legal advice and legal services to the Major Parties or any of their respective Affiliates in matters related or unrelated to this Agreement and the Transactions. Each of the parties to this Agreement hereby agrees, on its

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own behalf and on behalf of its directors, member, partners, officers, employees and Affiliates, that Sidley may serve as counsel to each of the Major Parties and their Affiliates, on the one hand, and the Company and Blackstone, on the other hand, in connection with the negotiation, preparation, execution and delivery of this Agreement and the consummation of the Transactions, and each of the parties hereto hereby consents thereto and waives any conflict of interest arising therefrom, and each of such parties shall cause any Affiliate thereof to consent and waive any conflict of interest arising from such representation.

12.14 Equitable Relief. The Members hereby confirm that damages at law may be an inadequate remedy for a breach or threatened breach of this Agreement and agree that, in the event of a breach or threatened breach of any provision hereof, the respective rights and obligations hereunder shall be enforceable by specific performance, injunction or other equitable remedy (without the need to prove inadequacy of monetary damages), but, nothing herein contained is intended to, nor shall it, limit or affect any right or rights at law or by statute or otherwise of a Member aggrieved as against the other for a breach or threatened breach of any provision hereof, it being the intention by this Section 12.14 to make clear the agreement of the Members that the respective rights and obligations of the Members hereunder shall be enforceable in equity as well as at law or otherwise and that the mention herein of any particular remedy shall not preclude a Member from any other remedy it or he might have, either in law or in equity.

12.15 Expenses.

(a) Each Member will bear its own fees and expenses with respect to the negotiation by it of this Agreement.

(b) SFI and its wholly owned subsidiaries will bear their own fees and expenses with respect to the negotiation by it of the Servicing Agreement, as well as all expenses related to the negotiation with HSBC Finance Corporation and its Affiliates of the London, Kentucky Agreement and the consummation of the transactions contemplated thereby.

(c) In the event that the Purchase Agreement terminates in accordance with its terms, or if Blackstone fails to contribute its required Initial Capital Contribution to the Company in connection with the purchase of the Purchased Assets, Blackstone shall reimburse the Company and the Major Parties for 23% of all Transaction Fees and Expenses and Debt Financing Fees and Expenses incurred by the Company and the Major Parties, such reimbursement to occur promptly after receiving reasonable evidence of the payment or incurrence of any such Transaction Fees and Expenses. Any reimbursement by Blackstone shall not preclude any other or further exercise of any other right, power or remedy available to the Company or the Major Parties.

12.16 Waiver of Action for Partition. Each of the Members irrevocably waives during the term of the Company any right that such Member may have to maintain an action for partition with respect to the property of the Company.

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12.17 Successors and Assigns. Except as otherwise provided herein, all of the terms and provisions of this Agreement shall inure to the benefit of and be binding upon each of the parties hereto and their respective permitted transferees, successors and assigns; provided, however, that no Transfer by any Member shall be made except in accordance with the provisions of Article 9. The covenants and obligations set forth in Section 3.6 and Section 3.9 shall survive any Transfer by a Member for a period of two years following such Transfer.

12.18 Certain Portfolio Company Matters. Notwithstanding anything to the contrary provided elsewhere herein, none of the provisions of this Agreement shall in any way limit the activities of The Blackstone Group L.P. and its Affiliates and their portfolio companies in their businesses as distinct from the business of Blackstone Tactical Opportunities Advisors L.L.C.; provided that Confidential Information is not made available to or obtained by officers, directors, members or employees of The Blackstone Group L.P. or its Affiliates and their portfolio companies who are not involved in the business of Blackstone Tactical Opportunities Advisors L.L.C. (“Non-BTOA Persons”). Should the Confidential Information be accessible to or made available to any Non-BTOA Persons, such Non-BTOA Persons shall be bound by this Agreement in accordance with its terms. Blackstone shall be responsible for any breach of this Section 12.18 by any Non-BTOA Person.

[Signature Page Follows]

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IN WITNESS WHEREOF, the parties hereto have executed this Agreement and agreed to be bound by the terms hereof.

NRZ CONSUMER LLC
By:	/s/ Brian Sigman
	Name:  Brian Sigman
	Title:    Chief Financial Officer

SPRINGLEAF ACQUISITION CORPORATION
By:	/s/ John C. Anderson
	Name:  John C. Anderson
	Title:    Executive Vice President

BTO WILLOW HOLDINGS, L.P., a Delaware limited partnership By: BTO Holdco Manager, L.L.C., a Delaware limited liability company, as its General Partner
By:	/s/ David Blitzer
	Name:  David Blitzer
	Title:    Senior Managing Director

[Signature Page to A&R Limited Liability Company Agreement of

SpringCastle Acquisition, LLC]

Schedule I

Interests

Member and Address	Aggregate Initial Capital Contribution	Membership Percentage
NRZ Consumer LLC c/o Fortress Investment Group 1345 Avenue of the Americas New York, New York 10105 Facsimile: 212-798-6060 Email: kriis@fortress.com	$ 247,970,497 plus 30% of any increase in the Equity Commitment Amount
Springleaf Acquisition Corporation 601 N.W. Second Street Evansville, IN 47708 Facsimile: 812-468-5396 Email: Scott.McKinlay@slfs.com	$388,487,113 plus 47% of any increase in the Equity Commitment Amount
BTO Willow Holdings, L.P. BTO Willow Holdings, L.P. c/o The Blackstone Group 345 Park Avenue New York, NY 10154 Attention: Jasvinder Khaira E-mail: Khaira@blackstone.com With copies to: Christopher James Managing Director The Blackstone Group 345 Park Avenue New York, NY 10154 E-mail: jamesc@blackstone.com and: David S. Katz Willkie Farr & Gallagher LLP 1875 K Street, NW Washington, DC 20006 E-mail: dkatz@willkie.com	$190,110,715 plus 23% of any increase in the Equity Commitment Amount

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Schedule II

Servicing Agreement Obligations

Capitalized terms used in this Schedule II but not otherwise defined in the Agreement shall have the meaning ascribed to such terms in the Servicing Agreement.

SECTION 1. Remedies. The Servicer will not be obligated to exhaust remedies against the Purchaser SPVs or any other third party before seeking payment or reimbursement from the Company for amounts payable or reimbursable pursuant to this Schedule II.

SECTION 2. Servicing Compensation. The Company shall pay or reimburse the Servicer and all Subservicers for all compensation payable to Servicer and Subservicers (without duplication) identified in Section 2.02 (Servicing Compensation) of the Servicing Agreement to the extent not paid or reimbursed as required under the Servicing Agreement.

SECTION 3. Additional Servicing Compensation. Without limitation to Section 1 of this Schedule II, the Company shall make reimbursement payments to the Servicer as follows:

(a) in consideration of its servicing activities under the Agreement and the Servicing Agreement, the Servicer shall be entitled to receive, with respect to any Charged-Off Loan, (i) a monthly amount equal to $200 per annum per Charged-Off Loan multiplied by one-twelfth for the period beginning on the date the Loan becomes a Charged-Off Loan until the earliest of (A) the disposition of the Charged-Off Loan by the Servicer, (B) three months from the date the Loan becomes a Charged-Off Loan if no payments have been received during such period and (C) if a payment is received on the Loan post-charge-off, three months after the date of last receipt of a payment on the account post-charge-off; provided, however, that in the case of clauses (B) or (C) above, if any payments resume on a Charged-Off Loan in any month, the Servicer shall receive a fee for each such Charged-Off Loan for such month in an amount equal to the product of (A) $200 multiplied by (B) one-twelfth;

(b) all reasonable fees, costs, and expenses paid by the Servicer to a third party in connection with (i) the enforcement of any defaulted Loan, including any judicial proceedings with respect to a Loan, (ii) the collection or sale of any defaulted Loan, (iii) the preparation and recording of any assignment of mortgage related to the Loans as required by law or under the Portfolio Loan Purchase Agreement and the preparation, delivery and recording of any lien or loan release in connection with the payoff or settlement of any Loan and (iv) the transportation, storage, imaging, maintenance and disposal (taking into account record retention requirements applicable to such documents) of the legal and servicing files related to the Loans (including any custodial costs) and, to the extent required by law, the return of any such file to a Loan Obligor upon the payoff or settlement of a Loan;

(c) all reasonable fees, costs and expenses paid by the Servicer to a third party and all reasonable internal costs and expenses of the Servicer and any Subservicer in connection with managing counterclaims made by Loan Obligors or Subservicer related to the Loans, provided that (the internal costs and expenses of the Servicer under this clause (c) shall not exceed $500,000 (as allocated among the Purchaser Entities) in the aggregate for any 12-month period hereunder; and

(d) solely with respect to Section 4(b) of either the Pre-Enstar Credit Insurance Administrative Services Agreement or the Purchaser Credit Insurance Administrative Services Agreement (in each case, as defined in the Purchase Agreement), any credit insurance premium advanced by the Servicer to the applicable insurer in respect of any Loan with a monthly premium billing cycle which subsequently charges off without the Servicer having collected such premium from the Loan Obligor.

SECTION 4. Indemnification for Prior Actions. The Company shall indemnify and hold harmless Servicer and all Subservicers from and against any and all Losses suffered or incurred by Servicer and all Subservicers (i) in connection with claims under the Servicing Agreement based upon any failure of Seller (or any other prior owner of a Loan), any Interim Servicer (or any other prior servicer or subservicer) or the originator of any Loan (x) to comply with Requirements of Law with respect to such Loan before the Servicing Transfer Date, (y) to comply with accepted servicing practices with respect to the origination or servicing of any Loan and (z) in connection with the marketing, offering, sale or servicing of any Credit Insurance or the charging of any Credit Insurance Fees, (ii) in connection with any failure of any Purchaser SPV or an Interim Servicer to comply with the Conversion Plan, (iii) in connection with the failure of any Purchaser SPV or an Interim Servicer to provide complete and accurate information to the Servicer, or (iv) in connection with the perpetuation in good faith by the Servicer of the acts or omissions of the Interim Servicer or any other prior servicer, including any debt-collector related liability (including effects of abusive or deceptive collection costs, improperly initiated foreclosures and imposition of improper fees or interest charges). Notwithstanding anything to the contrary herein, (A) none of the Company or any Members shall be responsible or liable for any special, indirect or consequential loss or damage of any kind, including loss of profit, regardless of (i) the form of action and (ii) whether any of them were advised as to the likelihood of such loss or damage, and (B) none of the Company or any Members shall be responsible or liable to the extent of Losses suffered as a result of the breach by the Servicer or a Subservicer under the Servicing Agreement or a subservicing agreement or as a result of the gross negligence, bad faith or willful misconduct of the Servicer or a Subservicer.

SECTION 5. Other Indemnification of the Servicer. The Company shall indemnify the Servicer for (i) any Losses incurred by the Servicer and Subservicers under the Servicing Agreement, except for (a) Losses for which the Servicer is required to provide indemnification pursuant to Section 4.04 of the Servicing Agreement or (b) Losses incurred as a result of the gross negligence, bad faith or willful misconduct of the Servicer or a Subservicer, and (ii) any and all liability that the Servicer incurs under the Back-Up Servicing Agreement, except to the extent the Loss is the result of the Servicer’s breach of the Back-Up Servicing Agreement, gross negligence, willful misconduct or bad faith.

SECTION 6. Indemnification by the Servicer. Pursuant to the Servicing Agreement, the Company shall require the Servicer to indemnify and hold harmless the Company and each Member and their respective directors, officers, employees, partners, members or managers and agents from and against any and all Losses suffered or sustained by any of them by reason of any

acts or omissions of the Servicer or a Subservicer in breach of the Servicing Agreement or as a result of the Servicer’s or a Subservicer’s gross negligence, bad faith or willful misconduct. Each of the Members shall be a third party beneficiary of the Servicing Agreement for the purposes of the indemnification provided by the Servicer in accordance with this Section 6.

SECTION 7. Servicer Call Option. Pursuant to the Servicing Agreement, the Servicer shall not exercise any call option under Section 8.07 of the Indenture without the prior written consent of Blackstone, Springleaf and NRZ.

SECTION 8. Costs Payable by the Servicer. For the avoidance of doubt, and notwithstanding anything else to the contrary herein or in the Servicing Agreement, the Company shall have no obligation to indemnify or reimburse the Servicer for any other costs or expenses not specifically identified in this Agreement or this Schedule II incurred in connection with the performance of its obligations under the Servicing Agreement or the servicing by Servicer of loans owned by the Company or any of its subsidiaries, and the Servicer shall bear all such costs and expenses.

As used in the Schedule II, “Losses” shall not include special, indirect, or consequential loss or damage of any kind whatsoever (including, without limitation, loss of profit) irrespective of whether the indemnifying Person has been advised of the likelihood of such loss or damage and regardless of the form of action.

For purposes of allocating among the Purchaser Entities the amount of any payment, reimbursement and indemnification due to or from Servicer, such amounts shall be allocated as follows: (i) 0.6% to SpringCastle America, LLC, (ii) 38.6% to SpringCastle Credit, LLC and (iii) 60.8% to SpringCastle Finance, LLC.

Exhibit A

Form of Joinder Agreement

This JOINDER AGREEMENT (this “Agreement”), dated as of [                ], is made and entered into by and between [                ] (“Transferor”), and [                ] (“Transferee”).

Preliminary Statements

This Agreement is the Joinder Agreement attached as an Exhibit to the Amended and Restated Limited Liability Company Agreement of SpringCastle Acquisition LLC (the “Company”), effective as of April 1, 2013 (as the same may be amended, modified or restated from time to time, the “LLC Agreement”). Capitalized terms used herein that are not defined have the meanings assigned to such terms in the LLC Agreement.

Transferor is the beneficial and record holder of the Interests set forth opposite such Member’s name on Schedule I hereto.

Transferor has agreed to Transfer to Transferee, and Transferee has agreed to acquire from Transferor, [            ] (the “Transferred Interest”).

Pursuant to certain provisions of the LLC Agreement, among other things, it a condition precedent to the valid transfer of the Transferred Interest that Transferor and Transferee execute this Agreement and deliver the same (in execution form) to the Company.

NOW THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties, intending to be legally bound, hereto agree as follows:

1. Representations and Warranties. Transferee hereby represents and warrants to Transferor and the Company, as of the date hereof, as follows:

(a) Transferee has (i) received a copy of the LLC Agreement, (ii) had an opportunity to review and consider the LLC Agreement and its terms and (iii) had the opportunity to consult with counsel and other advisors selected by Transferee regarding the LLC Agreement and this Agreement.

(b) Transferee has reviewed the representations and warranties set forth in Section 3.8 of the LLC Agreement and all such representations and warranties, as they relate to the Transferee, are true, correct and complete in all respects.

(c) If: (i) a natural person, Transferee has full legal capacity to enter into and perform his or her obligations hereunder and under the LLC Agreement; or (ii) a Person (other than an individual), Transferee is authorized, empowered and qualified to execute and deliver this Agreement and the LLC Agreement and to acquire and hold the Transferred Interest.

(d) Transferee is not acquiring the Transferred Interest as a result of or subsequent to any advertisement, article, notice or other communication published in any newspaper, magazine or similar media or broadcast over television or radio, any seminar or meeting, or any other means of general solicitation by a Person not previously known to Transferee in connection with investments in securities generally.

(e) Transferee has not engaged any broker or other Person that is entitled to a commission, fee or other remuneration as a result of the execution, delivery or performance of this Agreement or the LLC Agreement.

(f) This Agreement has been duly executed and delivered by Transferee and constitutes, and will constitute, as the case may be, his or its legal, valid and binding obligations, enforceable against Transferee in accordance with its terms.

2. Joinder. Transferee, in order to become the owner of the Transferred Interests, hereby agrees that from and after the Effective Time (as defined below), Transferee shall be deemed to be a Member of the Company and a party to the LLC Agreement and shall be entitled to all the benefits and subject to all the obligations of the Transferor pertaining to the Transferred Interest thereunder, and the Transferred Interest shall be subject to all the restrictions and conditions applicable thereto as set forth therein.

3. Effective Time. This Agreement shall take effect (the “Effective Time”) immediately upon (i) execution by both Transferor and Transferee and delivery to the Company pursuant to the terms set forth in the LLC Agreement and (ii) satisfaction of the other conditions to transfer of the Transferred Interests set forth in the^. LLC Agreement. Each party represents and warrants to the Company that the transfer of the Transferred Interests is in compliance with the conditions to transfer set forth in the LLC Agreement.

4. Counterparts. This Agreement may be executed in counterparts, each of which shall constitute an original and all of which, when taken together, shall constitute one agreement.

5. GOVERNING LAW. THIS AGREEMENT SHALL BE GOVERNED BY THE LAWS OF THE STATE OF DELAWARE, WITHOUT REGARD TO THE CONFLICTS OF LAW PRINCIPLES THEREOF.

6. Third Party Beneficiary. The parties acknowledge and agree that the Company, the Servicer and Affiliates of Springleaf are express third party beneficiaries of this Agreement, with the right to enforce the same against the parties hereto, and no other Person may rely upon or enforce this Agreement or any rights hereunder.

7. Amendment. This Agreement may not be amended or modified, nor may any provision hereof be waived, except in a written instrument duly executed and delivered by the Transferor and Transferee and acknowledged and agreed to by the Company.

8. Successors and Assigns; Assignment. This Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective heirs, personal representatives, executors, successors and permitted assigns. No party hereto may assign or otherwise transfer this Agreement or any interest herein or any right, remedy, duty or obligation hereunder, whether voluntarily or involuntarily, by operation of law or otherwise, without the express written consent of the other parties hereto and the Company.

9. Headings and Captions. All headings and captions contained in this Agreement and the table of contents hereto are inserted for convenience only and shall not be deemed a part of this Agreement.

IN WITNESS WHEREOF, the parties hereto have duly executed this Agreement as of the date first noted above.

        TRANSFEROR

        [                                                     ]

        By:

        Name:

        Title:

        TRANSFEREE

        [                                                     ]

        By:

        Name:

        Title:

EX-10.15

Exhibit 10.15

Execution Version

SERVICING AGREEMENT

Dated as of April 1, 2013

SPRINGCASTLE SERIES ASSET BACKED NOTES 2013-A

among

SPRINGLEAF FINANCE, INC.,

as the Servicer,

SPRINGCASTLE AMERICA FUNDING, LLC

SPRINGCASTLE CREDIT FUNDING, LLC

SPRINGCASTLE FINANCE FUNDING, LLC,

as the Co-Issuers

and

WILMINGTON TRUST, NATIONAL ASSOCIATION,

in its capacity as a Loan Trustee for each of the Co-Issuers

TABLE OF CONTENTS

		Page
ARTICLE I
DEFINITIONS
SECTION 1.01	Definitions		1
ARTICLE II
ADMINISTRATION AND SERVICING OF LOANS
SECTION 2.01	Acceptance of Appointment and Other Matters Relating to the Servicer		2
SECTION 2.02	Servicing Compensation		4
SECTION 2.03	Representations, Warranties and Covenants of the Servicer		5
SECTION 2.04	Adjustments		8
SECTION 2.05	Back-up Servicing Agreement		8
SECTION 2.06	Monthly Servicer Report		8
SECTION 2.07	Annual Compliance Certificate		8
SECTION 2.08	Copies of Reports Available		8
SECTION 2.09	Notices to Springleaf		8
SECTION 2.10	Subservicers		8
SECTION 2.11	Servicing Transfer		9
SECTION 2.12	Power of Attorney		10
ARTICLE III
COLLECTIONS AND ALLOCATIONS
SECTION 3.01	Collections and Allocations		12
ARTICLE IV
OTHER MATTERS RELATING TO THE SERVICER
SECTION 4.01	Reserved		13
SECTION 4.02	Merger or Consolidation of, or Assumption of the Obligations of, the Servicer		13
SECTION 4.03	Limitation on Liability of the Servicer and Others		13
SECTION 4.04	Servicer Indemnification of the Co-Issuers, the Loan Trustees, the Paying Agent and the Indenture Trustee		14
SECTION 4.05	Resignation of the Servicer		14
SECTION 4.06	Access to Certain Documentation and Information Regarding the Loans		15
SECTION 4.07	Delegation of Duties		16
SECTION 4.08	Examination of Records		16
SECTION 4.09	Insurance		16
ARTICLE V
DEFAULTS
SECTION 5.01	Servicer Defaults		17
SECTION 5.02	Indenture Trustee to Act; Appointment of Successor		19

TABLE OF CONTENTS

(continued)

		Page
ARTICLE VI
TERMINATION
SECTION 6.01	Termination of Agreement as to Servicing		21
SECTION 6.02	Optional Purchase		21
ARTICLE VII
MISCELLANEOUS PROVISIONS
SECTION 7.01	Amendment; Waiver of Past Defaults; Assignment		22
SECTION 7.02	GOVERNING LAW		23
SECTION 7.03	Notices		23
SECTION 7.04	Severability of Provisions		25
SECTION 7.05	Further Assurances		25
SECTION 7.06	Nonpetition Covenant		26
SECTION 7.07	No Waiver; Cumulative Remedies		26
SECTION 7.08	Counterparts		26
SECTION 7.09	Third-Party Beneficiaries		26
SECTION 7.10	Merger and Integration		26
SECTION 7.11	Headings		26
SECTION 7.12	Limitation of Liability of Loan Trustees		26
SECTION 7.13	Survival		27
SCHEDULES
Schedule I	Required Servicing Protocols
EXHIBITS
Exhibit A	Form of Servicer Officer’s Certificate
Exhibit B	Servicing Transfer Timeline

ii

SERVICING AGREEMENT, dated as of April 1, 2013, among Springleaf Finance, Inc., an Indiana corporation, as the Servicer, SpringCastle America Funding, LLC, a Delaware limited liability company, SpringCastle Credit Funding, LLC, a Delaware limited liability company, and SpringCastle Finance Funding, LLC, a Delaware limited liability company, as the Co-Issuers and Wilmington Trust, National Association, not in its individual capacity but solely in its capacity as a Loan Trustee to each Co-Issuer.

In consideration of the mutual agreements herein contained, each party agrees as follows for the benefit of the Paying Agent, the Indenture Trustee and the Noteholders to the extent specifically provided herein and in the Indenture:

ARTICLE 1

Definitions

SECTION 1.01 Definitions. Certain capitalized terms in this Servicing Agreement are defined in and shall have the respective meanings assigned to them in Part A of Schedule I to that certain Indenture dated as of even date herewith among the Co-Issuers, the Loan Trustees, the Indenture Trustee and the Servicer., (together with Part B of such Schedule I, the “Definitions Schedule”). The rules of construction set forth in Part B of the Definitions Schedule shall be applicable to this Servicing Agreement.

[END OF ARTICLE I]

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ARTICLE II

Administration and Servicing of Loans

SECTION 2.01 Acceptance of Appointment and Other Matters Relating to the Servicer.

(a) The Co-Issuers and the Loan Trustees authorize Springleaf (but without transfer to Springleaf of any Co-Issuer’s or any Loan Trustee’s right to service the Loans) and Springleaf agrees to act, as an independent contractor, as the Servicer effective upon the Servicing Transfer on the Servicing Transfer Date for a particular Loan, in accordance with the terms of this Servicing Agreement, and the Noteholders, by their acceptance of their Notes, consent to Springleaf acting as Servicer.

(b)

(i) From and after the Servicing Transfer Date for a Loan, the Servicer shall service and administer such Loan and shall extend, amend or otherwise modify such Loan, by complying in all material respects with the following (collectively, the “Servicing Standard”): (A) the Credit and Collection Policy, (B) the Required Servicing Protocols, and (C) applicable Requirements of Law; provided, however, that Servicer shall not be obligated to foreclose or otherwise enforce a collateral security interest on any Loan nor, with respect to any PHL Loan, to monitor the delinquency status of real estate taxes or hazard or flood insurance premiums on mortgage properties or monitor the lien status of any mortgage securing a PHL Loan. In servicing and administering the Loans, the Servicer shall employ the same standard of care as it employs in servicing and administering consumer loans that it holds for its own account.

(ii) From and after the Servicing Transfer Completion Date, the Servicer shall perform the administration, servicing, billing, collecting and reporting functions related to Credit Insurance that the Co-Issuers have agreed to perform under the Credit Insurance ASA.

(iii) The Servicer shall have full power and authority, acting alone or through any party properly designated by it hereunder, including the Subservicers, to do any and all things in connection with such servicing and administration which it may deem necessary or desirable, consistent with the terms of this Servicing Agreement and the Servicing Standard. Without limiting the generality of the foregoing and subject to Section 5.01, unless such power is revoked by the Indenture Trustee on account of the occurrence of a Servicer Default pursuant to Section 5.01, the Servicer shall have full power and authority (i) to make withdrawals or to instruct the Paying Agent to make withdrawals from the Collection Account or the Advance Reserve Account, permitted by the terms of this Servicing Agreement or the Indenture and (ii) subject to the authority granted to the Interim Servicers and HSBC Bank under the Interim Servicing Agreement, to execute and deliver, on behalf of the Co-Issuers, any and all instruments of satisfaction or cancellation, or of partial or full release or discharge, and all other comparable instruments, with respect to the Loans and, after the delinquency of any Loan and to the extent permitted under and in compliance with applicable Servicing Standards, to commence collection proceedings with respect to such Loans. The Servicer shall, no less frequently than monthly,

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promptly forward or cause to be forwarded to the Custodian (i) original documents evidencing an assumption, modification, consolidation or extension of any PHL Loan entered into in accordance with this Servicing Agreement that were not previously delivered to the Custodian and (ii) with respect to any PUL Loan, original documents, if any, evidencing an assumption, modification, consolidation or extension of any Note the original of which is held by the Custodian. The Co-Issuers, the Loan Trustees, the Paying Agent and the Indenture Trustee shall furnish the Servicer with any documents reasonably requested by the Servicer as necessary or appropriate to enable the Servicer to carry out its servicing and administrative duties hereunder (the “Documents Provided to Servicer:); provided, however, that no Co-Issuer, Loan Trustee nor the Paying Agent nor the Indenture Trustee shall be liable for any negligence with respect to, or misuse of, any such Documents Provided to Servicer by the Servicer or any of its agents or Subservicer and the Servicer shall hold the Co-Issuers, the Loan Trustees, the Paying Agent and the Indenture Trustee harmless against any Losses, claims, damages, fines or penalties of any nature incurred in connection therewith in accordance with Section 4.04.

(c) From and after the Servicing Transfer Completion Date, the Servicer is hereby directed to and, consistent with such direction, the Servicer shall advance the amount of any additional borrowing by the related Loan Obligor (each an “Intra-Month Draw Advance”) to the extent required under the related Loan Agreements and not prohibited by any Requirements of Law. Such Intra-Month Draw Advances will be made from (i) Collections received by Servicer and not yet remitted to the Collection Account, (ii) if such Collections are insufficient, the Collection Account, (iii) if such Collections and funds in the Collection Account are insufficient, the Advance Reserve Account or (iv) if all such amounts described in the preceding clauses (i) through (iii) are insufficient, the Servicer’s own funds. The Servicer shall be entitled to reimburse itself for any such unreimbursed Intra-Month Draw Advances previously made with its own funds from Collections received or by withdrawing such Intra-Month Draw Advance amounts from the Collection Account or Advance Reserve Account at a future date.

(d) Prior to the Servicing Transfer Completion Date, the Servicer shall provide oversight of the Interim Servicers’ activities under the Interim Servicing Agreement as and to the extent permitted under the Interim Servicing Agreement and shall use coordinate the servicing transfer of Loans to and onboarding of such Loans to Servicer’s system in accordance with the Servicing Transfer Timeline and Section 2.11 hereto.

(e) The Servicer shall not be required to use separate servicing operations, offices or employees for servicing the Loans from the operations, offices, employees used by the Servicer in connection with servicing other consumer loans. Except as otherwise contemplated hereunder with respect to the Collection Account, the Servicer shall not be required to use separate accounts for servicing the Loans from the accounts used by the Servicer in connection with servicing other consumer loans.

(g) The Servicer shall: (i) not amend any related Loan Agreement other than on a per customer basis in accordance with the Servicing Standard; (ii) comply, in all material respects, with the terms and conditions of the related Loan Agreements, based on the form and substance of such Loan Agreements as they are made available to Servicer as of the Servicing Transfer Date for such Loan and as reflected in the related loan level data transferred to Servicer as of the Servicing Transfer Date for such Loan; and (iii) promptly inform the Co-Issuers of any material claims or litigation with respect to the Loans.

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(h) The Servicer will take commercially reasonable steps to ensure that its and any Subservicer’s firewalls and encryption technology will prevent unauthorized access to and use of information and personal information.

(i) Notwithstanding that the Servicer has no duty or obligation hereunder to foreclose or otherwise realize on any collateral that may be securing a Loan, the Servicer confirms that, should any such foreclosure be undertaken, the Servicer shall use commercially reasonable efforts to ensure that the Servicer, its personnel, any subservicers and any agents retained by the Servicer or any subservicers, including, but not limited to, law firms and attorneys, are in full compliance with those state and local, and any other applicable laws, rules, regulations and ordinances in connection with any such foreclosures and other actions taken with respect to foreclosed properties or tenants of such properties on behalf of the Co-Issuers, the Loan Trustees and the Indenture Trustee.

(j) The Servicer shall make interest rate adjustments for each Loan in compliance with the requirements of the related mortgage and Note. The Servicer shall execute and deliver any notices required by each mortgage and Note regarding such interest rate adjustments.

(k) The Servicer shall, as soon as practicable but no later than May 8, 2013, determine whether the actual Adjusted Loan Principal Balance as of the Cut-Off Date was less than $3,841,604,723 and shall promptly inform the Sellers, the Co-Issuers, the Loan Trustee, the Indenture Trustee and the Paying Agent of the amount of any capital contributions that need to be funded under the Loan Purchase Agreements on account of such shortfall.

SECTION 2.02 Servicing Compensation.

(a) In consideration of its servicing activities hereunder, the Servicer shall be entitled to receive the Servicing Fee (as defined below) which shall be payable at the times and in the manner set forth in the Indenture. The “Servicing Fee” for any Payment Date shall be an amount equal to the sum of the following applicable amounts for each Loan:

(i) prior to the Servicing Transfer Completion Date, for each Loan that is not a Serviced Loan as of the beginning of the applicable Collection Period, an amount equal to (A) for the Payment Dates in respect of the first and second Collection Periods, $1.66, (B) for the Payment Dates in respect of the third and fourth Collection Periods, $2.50 and (C) for any Payment Date with respect to any Collection Period thereafter (but prior to the Servicing Transfer Completion Date), $3.33; or

(ii) (A) until the Payment Date that is three years from the date of the Servicing Transfer Completion Date, for each Loan that is a Serviced Loan as of the beginning of the applicable Collection Period, an amount equal to the product of (x) 2.25% (i.e., 0.0225), multiplied by (y) the aggregate Loan Principal Balance of such Serviced Loan as of the first day of the related Collection Period, multiplied by (z) one-twelfth; and

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(B) thereafter, for each Loan that is a Serviced Loan as of the beginning of the applicable Collection Period, an amount equal to the product of (x) 2.50% (i.e., 0.025), multiplied by (y) the aggregate Loan Principal Balance of such Serviced Loan as of the first day of the related Collection Period, multiplied by (z) one-twelfth;

provided that from and after the Servicing Transfer Completion Date, the minimum monthly Servicing Fee shall be $250,000.

(b) On the Payment Date related to the Collection Period in which the Servicing Transfer Completion Date occurs, the Servicer shall be entitled to receive a one-time set up fee for loan onboarding in an amount equal to $625,000 which shall be paid to the Servicer in accordance with the priority of payments in Section 8.06 of the Indenture.

(c) Subject to the Servicer’s right to receive the payments and reimbursements described herein (including any of the subsections of this Section 2.02 above), the Servicer shall be required to pay all fees, costs and expenses, including the reasonable fees and disbursements of attorneys, independent accountants and all other fees, costs and expenses incurred by the Servicer in connection with its activities hereunder, including, without limitation, any fees payable to any Subservicer or any other Person performing any of the Servicer’s duties and obligations hereunder. The Servicer shall be required to pay such fees, costs and expenses (to the extent not subject to the Servicer’s right to receive the payments and reimbursements described herein (including any of the subsections of this Section 2.02)) for its own account and such fees, costs and expenses shall not be allocable to the Trust Estate.

SECTION 2.03 Representations, Warranties and Covenants of the Servicer. The Servicer and any Successor Servicer by its appointment hereunder hereby makes, with respect to itself only, on the Closing Date (or on the date of the appointment of such Successor Servicer), the following representations, warranties and covenants on which the Co-Issuers and the Loan Trustees shall be deemed to rely in entering into this Servicing Agreement:

(a) Organization. It is an organization validly existing and in good standing under the laws of, and is duly qualified to do business in, the jurisdiction of its incorporation or organization and has, in all material respects, full power and authority to own its properties and conduct its consumer loan business as presently owned or conducted, and to execute, deliver and perform its obligations under this Servicing Agreement and each other Transaction Document to which it is a party.

(b) Due Qualification. It is in good standing and duly qualified to do business (or is exempt from such requirements) and (i) the Servicer has obtained all necessary licenses and approvals in each jurisdiction in which it is performing the primary servicing function for any of the Loans under this Servicing Agreement or (ii) each Subservicer has obtained all necessary licenses and approvals in each jurisdiction in which such Subservicer is performing the primary servicing function for any of the Loans under this Servicing Agreement, except where the failure to so qualify or obtain licenses or approvals would not have an Adverse Effect.

(c) Due Authorization. The execution, delivery, and performance by it of this Servicing Agreement and the other agreements and instruments executed and delivered by it as contemplated hereby, have been duly authorized it by all necessary action on the part of such party.

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(d) Binding Obligation. This Servicing Agreement and each other Transaction Document to which it is a party constitutes a legal, valid and binding obligation of such party, enforceable in accordance with its terms, except as such enforceability may be limited by applicable Debtor Relief Laws or by general principles of equity (whether considered in a proceeding at law or in equity).

(e) No Conflict. The execution and delivery of this Servicing Agreement and each Transaction Document to which it is a party by it, and the performance by it of the transactions contemplated by this Servicing Agreement and the fulfillment by it of the terms hereof and thereof applicable to such party, will not conflict with, violate or result in any breach of any of the terms and provisions of, or constitute (with or without notice or lapse of time or both) a default under, any material indenture, contract, agreement, mortgage, deed of trust or other instrument to which it is a party or by which it or its properties are bound.

(f) No Violation. The execution and delivery by it of this Servicing Agreement and each other Transaction Document to which it is a party, the performance by it of the transactions contemplated by this Servicing Agreement and each other Transaction Document to which it is a party and the fulfillment by it of the terms hereof and thereof applicable to such party will not conflict with or violate any Requirements of Law applicable to such party.

(g) No Proceedings. There are no Proceedings or investigations pending against it before any Governmental Authority or, to the best of its knowledge, threatened, seeking to prevent the consummation of any of the transactions contemplated by this Servicing Agreement or seeking any determination or ruling that, in the reasonable judgment of such party, would materially and adversely affect the performance by it of its obligations under this Servicing Agreement and the other Transaction Documents to which it is a party.

(h) Compliance with Requirements of Law; Credit and Collection Policy. It shall duly satisfy all obligations on its part to be fulfilled hereunder or in connection with each Loan and will maintain in effect all qualifications required under the Servicing Standard in order to service each Loan in accordance with the Servicing Standard.

(i) No Modification, Rescission or Cancellation. It shall not permit any material amendment, waiver, modification, rescission or cancellation of any Loan, except in accordance in all material respects with this Servicing Agreement, the Servicing Standard, or as ordered by a court of competent jurisdiction or other Governmental Authority.

(j) Protection of Rights. It shall take no action which, nor omit to take any action the omission of which, would impair, in any material respect, the rights of any Co-Issuer, any Loan Trustee or the Indenture Trustee in any Loan, nor shall it reschedule, revise or defer payments due on any Loan, except in each case in accordance in all material respects with this Servicing Agreement and the Servicing Standard provided, however, that Servicer shall not be obligated to foreclose or otherwise enforce a collateral security interest on any Loan nor, with

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respect to any PHL Loan, to monitor the delinquency status of real estate taxes or hazard or flood insurance premiums on mortgage properties or monitor the lien status of any mortgage securing a PHL Loan.

(k) Credit and Collection Policy. It shall not, and shall not permit any Subservicer to, amend, modify, waive or supplement the Credit and Collection Policy in any manner that could reasonably be expected to result in an Adverse Effect.

(l) Further Assurances. It shall do and perform, from time to time, such acts as are within its power and authority as the Servicer, as applicable, to maintain the perfection and priority of the security interests in the Loans under the Loan Purchase Agreements, such costs to be borne by the Co-Issuers.

(m) As of the Servicing Transfer Date for any Loan, the Servicer will have and will thereafter maintain the facilities, adequate staffing and experienced personnel and procedures necessary for the sound servicing of such Loans.

In the event any of the representations, warranties or covenants of the Servicer contained in paragraphs (h), (i), or (j) of this Section 2.03 with respect to any Loan is breached, which breach materially adversely affects the interests of the Noteholders, and is not cured within thirty (30) days (the “Cure Period”) from the date on which the Servicer discovered such breach or the Servicer is notified by any Co-Issuer, any Loan Trustee, the Indenture Trustee, the Paying Agent of such breach, then any Loan or Loans to which such event relates shall be assigned and transferred to the Servicer on the terms and conditions set forth below.

The Servicer shall effect such assignment by making a deposit into the Collection Account in immediately available funds not later than the Payment Date immediately following the related Collection Period in which such Cure Period expired in an amount equal to the product of (x) the Applicable Purchase Percentage times (y) the Loan Principal Balance of the affected Loans as of such date.

Upon each such deposit into the Collection Account by the Servicer, the applicable Co-Issuer and its Loan Trustee shall automatically and without further action sell, transfer, assign, set over and otherwise convey to the Servicer, without recourse, representation or warranty, all right, title and interest of such Co- Issuer and Loan Trustee in and to such Loans, all monies due or to become due and all amounts received or receivable with respect thereto and all proceeds thereof. Such Co-Issuer and Loan Trustee shall execute such documents and instruments of transfer or assignment and take such other actions as shall be reasonably requested by the Servicer to effect the conveyance of any such Loans pursuant to this Section 2.03 but only upon receipt of an Officer’s Certificate of the Servicer that states that all conditions set forth in this Section have been satisfied. The obligation of the Servicer to accept reassignment or assignment of such Loans, and to make the deposits required to be made to the Collection Account as provided in the preceding paragraph, shall constitute the sole remedy available to the Co-Issuers and the Loan Trustees with respect to a breach of such representations, warranties and covenants, except as provided in Section 4.04.

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SECTION 2.04 Adjustments. If (i) the Servicer or any Subservicer makes a deposit into the Collection Account in respect of a Collection of a Loan and such Collection was received by the Servicer or such Subservicer in the form of a check or other payment which is not honored or is reversed for any reason or (ii) the Servicer or any Subservicer makes a mistake with respect to the amount of any Collection and deposits an amount that is less than or more than the actual amount of such Collection, the Servicer or such Subservicer shall appropriately adjust the amount subsequently deposited into the Collection Account to reflect such dishonored or reversed payment or mistake. Any such adjustment shall be reflected in the records of the Servicer or the applicable Subservicer with respect to such Loan.

SECTION 2.05 Back-up Servicing Agreement. The Servicer shall comply with its obligations set forth under the Back-up Servicing Agreement.

SECTION 2.06 Monthly Servicer Report. Not later than the twenty-seventh (27^th) day of each calendar month, or if such day is not a Business Day, the next succeeding Business Day, the Servicer shall deliver to each Co-Issuer, the Loan Trustees, the Back-up Servicer, the Paying Agent and the Indenture Trustee the Monthly Servicer Report with respect to the prior Collection Period; provided, that if, during the Interim Servicing Period, the Servicer has not received from the Interim Servicer the monthly report contemplated by Exhibit B-2 to the Interim Servicing Agreement at least two (2) Business Days prior to such twenty-seventh (27^th) day, the Servicer may postpone delivery of the Monthly Servicer Report to the earlier of (x) the second (2^nd) Business Day following its receipt of such monthly report and (y) the last Business Day of such calendar month.

SECTION 2.07 Annual Compliance Certificate. The Servicer shall deliver to the Co-Issuers, the Loan Trustees, the Back-up Servicer and the Indenture Trustee on or before April 30 of each calendar year, beginning with April 30, 2014, an Officer’s Certificate substantially in the form of Exhibit A hereto, together with an agreed upon procedures letter delivered by an independent provider with respect to the Servicer’s activities under the Transaction Documents.

SECTION 2.08 Copies of Reports Available. A copy of each Monthly Servicer Report and Officer’s Certificate provided pursuant to Section 2.06 or 2.07, respectively, may be obtained by any Noteholder in the manner prescribed under Section 8.09 of the Indenture.

SECTION 2.09 Notices to Springleaf. In the event that Springleaf is no longer acting as Servicer, any Successor Servicer shall deliver to Springleaf each Monthly Servicer Report, Officer’s Certificate and report required to be provided thereafter pursuant to Section 2.06, 2.07 or 2.08.

SECTION 2.10 Subservicers.

(a) Servicer may appoint one or more of its Affiliates as subservicers (each a “Subservicer”) to perform any of Servicer’s obligations hereunder from time to time in its sole discretion; provided that, such servicing arrangement and the term of the related subservicing agreement (if any) must provide for the servicing of the Loans in a manner consistent with the servicing arrangements contemplated hereunder.

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(b) The Servicer shall be entitled to terminate the subservicing of the Loans by any Subservicer so appointed at any time in its sole discretion. Notwithstanding anything else to the contrary contained herein, all rights and obligations of any Subservicer so appointed shall terminate upon the occurrence of a Successor Servicing Transfer Date.

(c) Each Subservicer shall be entitled to compensation for its services as a Subservicer as agreed to by the Servicer and such Subservicer provided that (i) the Servicer will be solely responsible for any subservicing fees payable to the Subservicer in respect of its servicing activities with respect to the Loans and the Co-Issuers will not be required to pay any such fees to any Subservicer and (ii) no subservicing arrangement shall result in an increase of the Servicing Fee payable to the Servicer.

(d) Notwithstanding the appointment of the Subservicers for any such servicing and administration of the related Loans or any other purpose hereunder, the Servicer shall remain obligated and solely liable to the Co-Issuers, the Loan Trustees, the Indenture Trustee, the Paying Agent and the Noteholders for the servicing and administering of the Loans in accordance in all material respects with the provisions of this Servicing Agreement without diminution of such obligation or liability by virtue of such subservicing arrangement to the same extent and under the same terms and conditions as if the Servicer alone were servicing and administering the Loans.

SECTION 2.11 Servicing Transfer.

(a) The Servicer hereby agrees that it will use commercially reasonable efforts to effectuate the Servicing Transfer to the Servicer, or its designee, within the time frame contemplated under the terms of the Interim Servicing Agreement and the Servicing Transfer Timeline.

(b) The Servicer shall conduct an operational test of its servicing system no later than ten (10) days prior to the Servicing Transfer Completion Date to ensure that all necessary updates have been made or shall be made in preparation for the boarding of the Loans to its servicing system for the onboarding of the Loans.

(c) On or prior to the Servicing Transfer Completion Date or as soon as practicable thereafter, the Servicer shall send, or cause to be sent, (i) to each Loan Obligor under a PHL Loan that is identified by the Interim Servicer as being secured by a first lien, such written notices as are required under the Real Estate Settlement Procedures Act and 12 CFR Section 1024.21 to inform such Loan Obligor of the change in servicer from the applicable Interim Servicer to Servicer and (ii) to each other Loan Obligor, a written notice informing such Loan Obligor of the change in servicer from the applicable Interim Servicer to Servicer to the extent provided in Section 3.04(c) of the Interim Servicing Agreement; provided, that the Servicer shall not be required to send such notices with respect to any Loan that, as of the Servicing Transfer Completion Date, is a non-performing Loan or the Loan Obligor of which is subject to an Insolvency Proceeding if the Servicer determines that such notice is not permissible under applicable Requirements of Law or would otherwise interfere with ongoing proceedings to collect such Loan.

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(d) For any Loan for which the related Loan Obligor is, as of the Servicing Transfer Completion Date, permitted to write a check to draw upon its line of credit (each, a “Convenience Check”), the Servicer will (or will engage a vendor) to provide the same ability to such Loan Obligor to draw upon such Loan Obligor’s line of credit through Convenience Checks as of the Servicing Transfer Completion Date unless and until such line of credit is either suspended or terminated, at no cost to such Loan Obligor. The Servicer will take all appropriate action that may be necessary to notify the Loan Obligors of any changes to their accounts as soon as practicable on or after the Servicing Transfer Completion Date.

(e) As of the Servicing Transfer Completion Date, all servicing responsibilities with respect to the Loans shall pass to the Servicer and the Interim Servicers shall cease all servicing responsibilities with respect to the Loans and the Servicer shall cause any Collections received from the Interim Servicers or HSBC after such Servicing Transfer Completion Date with respect to the Loans to be transferred to the Collection Account promptly after the Servicer’s receipt of such Collections.

SECTION 2.12 Power of Attorney.

In order to enable the Servicer to more fully perform its duties hereunder, each Co-Issuer and each Loan Trustee hereby affirms that it has made, constituted and appointed, and by these presents does hereby nominate, make, constitute and appoint, the Servicer as such Co-Issuer’s and Loan Trustee’s true and lawful attorney-in-fact and in such Co-Issuer or Loan Trustee’s name, place and stead, to perform any and all acts which may be necessary or appropriate to enable the Servicer to service and administer the Serviced Loans on the terms and conditions set forth herein, such authorized power to include but not be limited to the following powers:

FIRST: To prepare, execute, deliver and record any and all deeds, assignments, endorsements and other instruments of conveyance or assignment, and any and all instruments of modification, amendment, assumption, renewal, extension, termination, release, conveyance, reconveyance, satisfaction or cancellation, or of partial or full release or discharge, and any and all other comparable or related instruments with respect to the Loans, any underlying property or properties securing a Loan (the “Collateral”), and/or any Collateral acquired by the Servicer through foreclosure, deed- in-lieu of foreclosure, abandonment, reclamation from bankruptcy or otherwise following a default on the related Loan, including any such assignments, conveyances and other instruments of any Loan as permitted under the Servicing Agreement and the Indenture;

SECOND: To agree and to contract with any person, in any manner and upon terms and conditions deemed, in the sole discretion of said attorney-in-fact, necessary or appropriate for the accomplishment of any such modification, amendment, assumption, renewal, extension, termination, release, conveyance, reconveyance, satisfaction or cancellation of any Loans, Collateral and/or property received in furtherance of any of the transactions contemplated by the foregoing;

THIRD: To endorse, sign, deliver and deposit any and all checks, drafts or instruments of deposits issued by obligors, insurance companies or vendors to the extent that the same represent funds paid on any Loans or proceeds of any Loan or any Collateral;

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FOURTH: To commence any legal proceeding on behalf of the Company to enforce a Loan or foreclose on any Collateral;

FIFTH: To perform any and all acts of any kind or nature whatsoever as the Servicer may deem necessary or desirable to effect the satisfaction, cancellation, assignment, release or discharge of any Loans, together with any liens and security interests securing same, that the Servicer has determined to have been paid in full;

SEVENTH: To execute and deliver any and all financing statements, continuation statements and other documents or instruments necessary to maintain any lien created by the mortgage, deed of trust or other instrument creating a lien on any Collateral; and

EIGHTH: To do and perform any and every act necessary, requisite or proper in connection with the foregoing and with the exercise of the Servicer’s obligations under this Servicing Agreement;

in each of the foregoing cases, with full and unqualified authority to delegate any or all of the foregoing powers to any person or persons whom said attorney-in-fact shall select. The foregoing powers are coupled with an interest and shall be irrevocable so long as this Servicing Agreement remains in effect and shall run in favor of any Successor Servicer. Each Co-Issuer and each Loan Trustee hereby further agrees that any third party receiving a duly executed copy or facsimile of this Servicing Agreement, together with a statement from the Servicer that it is entitled to exercise this power of attorney on behalf of such Co-Issuer or Loan Trustee as described above, may rely on such power, and that any subsequent notice of revocation or termination hereof or other revocation or termination hereof by operation of law shall be ineffective as to such third party. Each Co-Issuer and each Loan Trustee further agrees to execute any separate power of attorney reaffirming the powers set forth herein as the Servicer may reasonably request in connection with any exercise of the Servicer’s powers and obligations under this Servicing Agreement.

[END OF ARTICLE II]

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ARTICLE III

Collections and Allocations

SECTION 3.01 Collections and Allocations.

(a) The Servicer shall comply with its obligations in Article VIII of the Indenture.

(b) The Servicer shall cause each Subservicer to deliver any Collections received by such Subservicer to the Servicer for deposit into the Collection Account as promptly as possible on or after the date of receipt of such Collections by such Subservicer, provided that, the Servicer shall remit any Collections it receives that it is not entitled to retain for its own account hereunder to the Collection Account no later than the second (2^nd) Business Day following its date of processing of such amounts; provided that (i) on account of boarding and other transition activity immediately following the Servicing Transfer Completion Date, the Servicer may have up. to ten (10) Business Days following the date of processing to deposit Collections in the Collection Account for Collections received by the Servicer during the ten (10) Business Day period immediately following the Servicing Transfer Completion Date; and (ii) if (y) no Servicer Default has occurred and is continuing and (z) the Servicer maintains a long term rating of “A” or higher and a short term rating of “A-1” or higher from S&P and the other requirements set forth in Section 8.03 of the Indenture are satisfied, the Servicer need not make the deposits of Collections into the Collection Account as provided in the preceding sentence, but may make a single deposit in the Collection Account in immediately available funds not later than 11:00 a.m., New York City time, on the Business Day preceding each Payment Date in an amount equal to the Collections received during the related Collection Period.

(c) For the avoidance of doubt, Servicer Collection Charges and Credit Insurance Fees do not constitute Collections and are not required to be remitted to the Collection Account.

[END OF ARTICLE III]

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ARTICLE IV

Other Matters Relating to the Servicer

SECTION 4.01 Reserved.

SECTION 4.02 Merger or Consolidation of, or Assumption of the Obligations of, the Servicer. The Servicer shall keep in full force and effect its existence and rights as a corporation and shall obtain and preserve its qualification to do business in all jurisdictions in which such qualification is or shall be necessary to protect the validity and enforceability of this Servicing Agreement or any of the Loans, and to enable the Servicer to perform its duties under this Servicing Agreement. The Servicer shall not consolidate with or merge into any other corporation, limited partnership, limited liability company or other entity or convey, transfer or sell its properties and assets substantially as an entirety to any Person, unless:

(a) (i) the entity formed by such consolidation or into which the Servicer is merged (in each case, if other than the Servicer) or the Person which acquires by conveyance, transfer or sale the properties and assets of the Servicer substantially as an entirety shall be an Eligible Servicer (after giving effect to such consolidation, merger or transfer) and (ii) if the Servicer is not the surviving Person, such surviving Person shall expressly assume, by a written agreement supplemental hereto, executed and delivered to the Co-Issuers, the Loan Trustees, the Paying Agent and the Indenture Trustee, in a form reasonably satisfactory to the Co-Issuers, the Loan Trustees, the Paying Agent and the Indenture Trustee, the performance of every covenant and obligation of the Servicer hereunder and under each other Transaction Document to which it is a party; and

(b) the Servicer or the surviving Person of such consolidation or merger or Person which acquires the properties and assets of the Servicer has delivered to the Co-Issuers, the Loan Trustees, the Paying Agent and the Indenture Trustee (A) an Officer’s Certificate of the Servicer or such entity, as applicable, stating that such consolidation, merger, conveyance, transfer or sale complies with this Section 4.02 (provided that the Opinion of Counsel need not include an opinion as to compliance with clause (a)(i) above), and (B) an Officer’s Certificate of the Servicer or such entity, as applicable, and an Opinion of Counsel each stating that such supplemental agreement described in clause (a) is a valid and binding obligation of such surviving or transferee Person enforceable against such Person in accordance with its terms, except as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting creditors’ rights generally from time to time in effect or general principles of equity.

Upon any such merger, consolidation or transfer of all or substantially all of the assets of the Servicer in accordance with this Section 4.02, the surviving or transferee Person shall be the successor to and substituted for the Servicer for all purposes under this Servicing Agreement.

SECTION 4.03 Limitation on Liability of the Servicer and Others.

(a) Except as provided in Section 4.04, neither the Servicer nor any of the directors, officers, partners, members, managers, employees, Subservicers or agents of the

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Servicer in its capacity as Servicer shall be under any liability to any Co-Issuer, any Loan Trustee, the Indenture Trustee, the Paying Agent, the Noteholders or any other Person for any action taken or for refraining from the taking of any action in good faith in its capacity as Servicer in accordance with this Servicing Agreement; provided, however, that this provision shall not protect the Servicer or any such Person against contractual liability under this Servicing Agreement for any breach of warranties or representations made herein, or any failure to perform any express contractual duties set forth herein, or any liability which would otherwise be imposed by reason of willful misfeasance, bad faith or gross negligence in the performance of its duties or by reason of reckless disregard of its obligations and its duties hereunder. The Servicer and any director, officer, employee, partner, member or manager or agent of the Servicer may rely in good faith on any document of any kind prima facie properly executed and submitted by any Person (other than the Servicer) respecting any matters arising hereunder. The Servicer shall not be under any obligation to appear in, prosecute or defend any legal action which is not incidental to its duties as Servicer in accordance with this Servicing Agreement and which in its reasonable judgment may involve it in any material expense or liability. In furtherance of its obligations hereunder, the Servicer may, in its sole discretion, undertake any such legal action which it may deem necessary or desirable for the benefit of the Co-Issuers and the Noteholders with respect to this Servicing Agreement and the rights and duties of the parties hereto and the interests of the Co-Issuers and the Noteholders hereunder.

SECTION 4.04 Servicer Indemnification of the Co-Issuers, the Loan Trustees, the Paying Agent and the Indenture Trustee. Subject to Section 4.03, the Servicer shall indemnify and hold harmless each Co-Issuer, each Loan Trustee (as such and in its individual capacity), the Indenture Trustee and any trustees predecessor thereto, the Paying Agent, each Seller and their respective directors, officers, employees, partners, members or managers and agents (each, an “Indemnified Person”) from and against any and all loss, liability, claim, action, suit, cost, expense, damage or injury, of any kind and nature whatsoever, including any judgment, award, settlement, fines, reasonable attorneys’ fees and other costs or expenses incurred in connection with the defense of any action, Proceeding, investigation or claim (any of the foregoing, “Losses”) suffered or sustained by any of them by reason of any acts or omissions of the Servicer (including any Losses arising from misuse or negligence with respect to Documents Provided to Servicer that are indemnified pursuant to Section 2.01(b)(iii)) which are in breach of this Servicing Agreement or which arise by reason of willful misfeasance, bad faith or gross negligence in the Servicer’s performance of its duties or by reason of reckless disregard of its obligations and its duties hereunder; provided that the Servicer shall not be obligated to indemnify any such Indemnified Person for any Losses that arise from the gross negligence or willful misconduct of such Indemnified Person or its affiliates, directors, officers, employees, partners, members, managers or agents. Notwithstanding anything to the contrary herein, the Servicer shall not in any event be responsible or liable for special, indirect, or consequential loss or damage of any kind whatsoever (including, without limitation, loss of profit) irrespective of whether the Servicer has been advised of the likelihood of such loss or damage and regardless of the form of action.

SECTION 4.05 Resignation of the Servicer.

(a) The Servicer shall not resign from or, subject to Section 4.05(b) below, assign, the obligations and duties hereby imposed on it except upon a determination that (i) the

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performance of its duties hereunder is no longer permissible under Requirements of Law and (ii) there is no reasonable action which the Servicer could take to make the performance of its duties hereunder permissible under Requirements of Law. Any determination permitting the resignation of the Servicer shall be evidenced by an Opinion of Counsel, at its own expense, to such effect delivered to the Co-Issuers, the Loan Trustees and the Indenture Trustee. No resignation shall become effective until a Successor Servicer (which shall be the Back-up Servicer unless the Back-up Servicer is the resigning Servicer) or the Indenture Trustee shall have assumed the responsibilities and obligations of the Servicer in accordance with Section 5.02 hereof, subject, in the case of an assumption by the Back-up Servicer, to the provisions of the Back-up Servicing Agreement. If within one hundred twenty (120) days of the date of the determination that the Servicer may no longer act as Servicer as described above the Indenture Trustee is unable to appoint a Successor Servicer, the Indenture Trustee shall serve as Successor Servicer. Notwithstanding the foregoing, the Indenture Trustee shall, if it is legally unable so to act, petition a court of competent jurisdiction to appoint any established institution qualifying as an Eligible Servicer as the Successor Servicer hereunder.

(b) Notwithstanding anything in this Servicing Agreement to the contrary, the Servicer may assign (which assignment shall not constitute a resignation for purposes of the foregoing clause (a)) part or all of its obligations and duties as Servicer under this Servicing Agreement to an Affiliate of the Servicer so long as: (v) such entity shall be an Eligible Servicer as of the date of such assignment; (w) such surviving Person shall expressly assume, by a written agreement supplemental hereto, executed and delivered to the Co-Issuers, the Loan Trustees, the Paying Agent and the Indenture Trustee, in a form reasonably satisfactory to the Co-Issuers, the Loan Trustees, the Paying Agent and the Indenture Trustee, the performance of every covenant and obligation of the Servicer assigned to it; (x) the Servicer shall have reasonably determined, as evidenced by an Officer’s Certificate of the Servicer delivered to the Indenture Trustee and the Loan Trustees, that such assignment will not materially adversely affect the interests of the Noteholders; (y) the Servicer shall have caused such assignee to deliver to the Co-Issuers, the Loan Trustees, the Paying Agent and the Indenture Trustee an Officer’s Certificate of such Affiliate and an Opinion of Counsel, each stating that such supplemental agreement described in clause (w) is a valid and binding obligation of such Affiliate enforceable against such Affiliate in accordance with its terms, except as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting creditors’ rights generally from time to time in effect or general principles of equity; and (z) the Servicer shall have delivered an Opinion of Counsel (i) stating that the assignment is permitted in accordance with the terms of this Section 4.05 and (ii) if such assignment is made to any entity other than Springleaf Finance Corporation, confirming (based on reasonable assumptions) that such assignment will not materially adversely affect the interests of the Noteholders.

SECTION 4.06 Access to Certain Documentation and Information Regarding the Loans. The Servicer shall provide to each Co-Issuer (including any regulatory agency having or claiming to have authority over any Co-Issuer), each Loan Trustee, the Paying Agent or the Indenture Trustee, as applicable, access to the documentation regarding the Loans, such access being afforded without charge but only (a) upon reasonable request, (b) during normal business hours, (c) subject to the Servicer’s normal security and confidentiality procedures and (d) at reasonably accessible offices in the continental United States designated by the Servicer. Nothing in this Section shall derogate from the obligation of any Co-Issuer, any Loan Trustee,

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the Paying Agent, the Indenture Trustee or the Servicer to observe any Requirements of Law prohibiting disclosure of information regarding the Loan Obligors and the failure of the Servicer to provide access as provided in this Section as a result of such obligation shall not constitute a breach of this Section.

SECTION 4.07 Delegation of Duties. In the ordinary course of business (and subject to the standard of care set forth in Section 2.01), the Servicer may at any time delegate its duties hereunder with respect to the Loans to any Person (including the Subservicers) that agrees to conduct such duties in accordance with the Servicing Standard and this Servicing Agreement. Such delegation shall not relieve the Servicer of its liability and responsibility with respect to such duties, and shall not constitute a resignation within the meaning of Section 4.05.

SECTION 4.08 Examination of Records. The Servicer shall make such notations in its computer files or other records that it reasonably deems appropriate to make manifest that the Loans have been conveyed to the Co-Issuers and their related Loan Trustees. The Servicer shall, prior to the sale or transfer to a third party of any receivable held in its custody, examine its computer records and other records to determine that such loan is not, and does not include, a Loan. Upon such examination and conclusion that such loan is not, and does not include, a Loan, the Servicer shall be free to sell, transfer or otherwise assign such loan.

SECTION 4.09 Insurance. The Servicer will maintain in full force and effect (a) an adequate errors and omissions insurance policy and (b) such other insurance coverage, by financially sound and respectable insurers, on all properties of a character usually insured by organizations engaged in the same or similar business against loss or damage of a kind customarily insured against by such organizations.

[END OF ARTICLE IV]

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ARTICLE V

Defaults

SECTION 5.01 Servicer Defaults. If any one of the following events (a “Servicer Default”) shall occur and be continuing:

(a) any failure by the Servicer to make any payment, transfer or deposit or to give instructions or to give notice to the Indenture Trustee to make such payment, transfer or deposit by the date such payment, transfer or deposit or instruction or notice is required to be made under the terms of this Servicing Agreement or the Indenture, and which continues unremedied for a period of five (5) Business Days after the date on which notice of such failure, requiring the same to be remedied, shall have been given by registered or certified mail to the Servicer by any Co-Issuer, any Loan Trustee, the Paying Agent or the Indenture Trustee, or to the Servicer, any Co-Issuer, any Loan Trustee, the Paying Agent and the Indenture Trustee by the Required Noteholders; or

(b) failure on the part of the Servicer duly to observe or perform in any material respect any other covenants or agreements of the Servicer set forth in this Servicing Agreement or the Indenture, which failure has a material adverse effect on the interests of the Noteholders (as determined by the Required Noteholders), and which continues unremedied for a period of sixty (60) days after the date on which notice of such failure, requiring the same to be remedied, shall have been given by registered or certified mail to the Servicer by any Co-Issuer, any Loan Trustee, the Paying Agent or the Indenture Trustee, or to the Servicer, any Co-Issuer, any Loan Trustee, the Paying Agent and the Indenture Trustee by the Required Noteholders; or

(c) any representation, warranty or certification made by the Servicer in this Servicing Agreement or the Indenture or in any certificate delivered pursuant to this Servicing Agreement or the Indenture shall prove to have been incorrect in any material respect when made or deemed made, and such failure has a material adverse effect on the interests of the Noteholders (as determined by the Required Noteholders), and which continues unremedied for a period of thirty (30) days after the date on which a notice specifying such incorrect representation or warranty and requiring the same to be remedied, shall have been given by registered or certified mail to the Servicer by any Co-Issuer, any Loan Trustee, the Paying Agent or the Indenture Trustee, or to the Servicer, any Co-Issuer, any Loan Trustee, the Paying Agent and the Indenture Trustee by the Required Holders; or

(d) an Insolvency Event shall occur with respect to the Servicer;

then, in the event of any Servicer Default, so long as a Servicer Default is continuing, the Indenture Trustee may (and upon the written direction of the Required Noteholders shall), by notice then given to the Servicer, the Co-Issuers, the Loan Trustees, the Paying Agent and the Back-up Servicer (a “Termination Notice”), terminate all of the rights and obligations of the Servicer as Servicer under this Servicing Agreement and the Indenture. The existence of a Servicer Default may be waived with the consent of the Required Noteholders.

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After receipt by the Servicer of a Termination Notice, and effective on the date on which the Successor Servicer assumes the servicing obligations hereunder, all authority and power of the Servicer under this Servicing Agreement shall pass to and be vested in the Successor Servicer (a “Successor Servicing Transfer”) appointed by the Indenture Trustee pursuant to Section 5.02; and, without limitation, the Indenture Trustee is hereby authorized and empowered (upon the failure of the Servicer to cooperate promptly) to execute and deliver, on behalf of the Servicer, as attorney-in-fact or otherwise, all documents and other instruments upon the failure of the Servicer to execute or deliver such documents or instruments, and to do and accomplish all other acts or things necessary or appropriate to effect the purposes of such Successor Servicing Transfer. Notwithstanding the receipt of the Servicer of a Termination Notice, the terminated Servicer shall, as provided in Section 5.02(a), continue to be bound to perform as Servicer in accordance with the terms of this Servicing Agreement until the Successor Servicer has assumed such servicing obligations. The Servicer agrees to cooperate with the Indenture Trustee and such Successor Servicer in (i) effecting the termination of the responsibilities and rights of the Servicer to conduct servicing hereunder and (ii) transferring all duties and obligations of the Servicer hereunder to such Successor Servicer, including the transfer to such Successor Servicer of all authority of the Servicer to service and administer the Loans provided for under this Servicing Agreement, including all authority over all Collections which shall on the date of transfer be held by the Servicer for deposit, or which have been deposited by the Servicer, in the Collection Account, or which shall thereafter be received with respect to the Loans, and in assisting the Successor Servicer. The Servicer shall work with the Successor Servicer to transfer to the Successor Servicer all its electronic records relating to the Loans, together with all other records, correspondence and documents necessary for the continued servicing and administration of the Loans in the manner and at such times as the Successor Servicer shall reasonably request. To the extent that a Servicer Default gives rise to the Successor Servicing Transfer, the predecessor Servicer shall be responsible for all reasonable expenses incurred in transferring the servicing duties to the Successor Servicer; provided that Servicer shall be entitled to be reimbursed for all amounts to which Servicer is entitled pursuant to Section 2.02, and any other amounts owed to Servicer under this Servicing Agreement as of such termination date. To the extent that compliance with this Section shall require the Servicer to disclose to the Successor Servicer information of any kind which the Servicer deems to be confidential or give the Successor Servicer access to software or other intellectual property, the Successor Servicer shall be required to enter into such customary licensing and confidentiality agreements as the Servicer shall deem reasonably necessary to protect its interests.

Notwithstanding the foregoing, a delay in or failure of performance referred to in paragraph (a) above shall not constitute a Servicer Default if such delay or failure could not be prevented by the exercise of reasonable diligence by the Servicer and such delay or failure was caused by an act of God or the public enemy, acts of declared or undeclared war, public disorder, rebellion or sabotage, epidemics, landslides, lightning, fire, hurricanes, earthquakes, floods or similar causes. If, following the expiration of the sixty (60)-day period in the case of a delay or failure of performance described in paragraph (b) above or the thirty (30)-day period in the case of a delay or failure of performance described in paragraph (c) above, the applicable delay or failure of performance remains outstanding but the Servicer continues to work diligently to remedy such delay or failure of performance, then Servicer shall have an additional thirty (30) days upon notice from the Servicer to the Indenture Trustee to attempt to recommence performance. If performance has not substantially resumed after such additional thirty (30) day

18

period, then the Indenture Trustee may terminate the Servicer by written notice to the Servicer. Such notice shall specify the event upon which the termination is based. Termination under this paragraph shall be effective immediately upon delivery of the notice. Servicer shall not have any liability to any party as a consequence of any such termination, other than with respect to obligations accrued and unperformed as of the date of termination. The preceding sentences shall not relieve the Servicer from using all commercially reasonable efforts to perform its obligations in a timely manner in accordance with the terms of this Servicing Agreement and the Indenture and the Servicer shall provide the Indenture Trustee and the Co-Issuers with an Officer’s Certificate giving prompt notice of such failure or delay by it, together with a description of its efforts so far to perform its obligations.

SECTION 5.02 Indenture Trustee to Act; Appointment of Successor.

(a) On and after the receipt or delivery by the Servicer of a Termination Notice pursuant to Section 5.01, the Servicer shall continue to perform all servicing functions under this Servicing Agreement, and shall be entitled to the related Servicing Fees and other amounts to which it is entitled in connection therewith, until the earlier of the (i) date specified on the Termination Notice or otherwise specified by the Indenture Trustee and (ii) the Successor Servicing Transfer Date. The Indenture Trustee shall as promptly as possible after the giving of a Termination Notice appoint an Eligible Servicer (which shall be the Back-up Servicer unless the Back-up Servicer is then acting as the Servicer) as a successor Servicer (the “Successor Servicer”), and such Successor Servicer shall accept its appointment by a written assumption in a form acceptable to the Indenture Trustee. In the event that a Successor Servicer has not been appointed or has not accepted its appointment at the time when the Servicer ceases to act as Servicer, the Indenture Trustee without further action shall automatically be appointed the Successor Servicer. The Indenture Trustee may delegate any of its servicing obligations to an Affiliate or agent in accordance with Section 2.01(b) and Section 4.07. Notwithstanding the foregoing, the Indenture Trustee shall, if it is legally unable or unwilling so to act, petition a court of competent jurisdiction to appoint any established institution qualifying as an Eligible Servicer as the Successor Servicer hereunder.

(b) Upon its appointment, the Successor Servicer shall be the successor in all respects to the Servicer with respect to servicing functions under this Servicing Agreement and shall be subject to all the responsibilities, duties and liabilities relating thereto placed on the Servicer by the terms and provisions hereof (other than in the case of the Back-up Servicer, any such responsibility, duty or liability that it is not required to assume under the terms of the Back-up Servicing Agreement), and all references in this Servicing Agreement to the Servicer shall be deemed to refer to the Successor Servicer.

Within five (5) Business Days after the Servicer becomes aware of any uncured Servicer Default, the Servicer shall give notice thereof to the Co-Issuers, the Loan Trustees, the Paying Agent and the Indenture Trustee. Within five (5) Business Days after any Co-Issuer, any Loan Trustee, the Paying Agent or Indenture Trustee becomes aware of any uncured Event of Default under the Indenture that is continuing and reasonably could be expected to have a material adverse effect on Servicer’s ability to perform its obligations hereunder, such Co-Issuer, Loan Trustee, the Paying Agent or the Indenture Trustee, as applicable, shall give notice thereof to the Servicer. Upon any termination or appointment of a Successor Servicer pursuant to this

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Article V, the Indenture Trustee shall give prompt notice thereof to the Noteholders. Any successor appointed as provided herein shall execute, acknowledge and deliver to the Servicer and to the Co-Issuers, Loan Trustees, the Paying Agent and the Indenture Trustee (if the Indenture Trustee is not the Successor Servicer) an instrument accepting such appointment, whereupon such successor shall become fully vested with all the rights, powers, duties, responsibilities, obligations and liabilities of the Servicer, with like effect as if originally named as a party to this Servicing Agreement and the Indenture.

[END OF ARTICLE V]

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ARTICLE VI

Termination

SECTION 6.01 Termination of Agreement as to Servicing. Unless earlier terminated as contemplated herein, all rights of the Indenture Trustee, the Paying Agent and the Noteholders set forth herein, and all the respective obligations and responsibilities hereunder of the Co-Issuers, the Loan Trustees and the Servicer to the Paying Agent, shall terminate on the date of the later of the repayment or satisfaction of the Notes and the termination of the Indenture. Such partial termination shall be automatic, without any required action of the Indenture Trustee, the Paying Agent, any Co-Issuer, any Loan Trustee or any Noteholder. From and after any such partial termination, this Servicing Agreement shall continue in effect with respect to the respective rights, obligations and responsibilities of the Co-Issuers, the Loan Trustees and the Servicer to each other until the earlier of (i) such time as all of the Loans have been collected in full or been charged-off as uncollectible and (ii) the date on which none of the Co-Issuers or the Loan Trustees continue to own any Loans, at which time the appointment of the Servicer under this Servicing Agreement and the respective obligations and responsibilities under this Servicing Agreement of all such parties hereto shall terminate automatically, without any required action on the part of any such party, except with respect to the obligations described in Section 7.06 which will survive such termination

SECTION 6.02 Optional Purchase. On any day occurring on or after the date on which the principal balance of the Outstanding Notes is reduced to 20% or less of the principal balance of the Outstanding Notes as of the Closing Date (subject to the consent of the members of the Sellers), the Servicer shall have the option to purchase all of the Loans at a purchase price equal to the Asset Redemption Price in accordance with Section 8.07(b) of the Indenture. If the Servicer elects to exercise such option, it shall comply with all applicable conditions set forth in the Indenture. Upon proper exercise of such option and payment of the Asset Redemption Price, all or the applicable portion of the Loans to be sold in such optional purchase shall be sold to the Servicer at a price equal to the related Asset Redemption Price. The proceeds of any such optional purchase shall be applied to the Notes in accordance with the provisions for the redemption of such Notes on such date as set forth in the Indenture.

[END OF ARTICLE VI]

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ARTICLE VII

Miscellaneous Provisions

SECTION 7.01 Amendment; Waiver of Past Defaults; Assignment.

(a) This Servicing Agreement may be amended from time to time by the Servicer, the Co-Issuers and the Loan Trustee, by a written instrument signed by each of them, but without consent of any of the Noteholders (i) to cure any ambiguity, to correct or supplement any provision herein that may be inconsistent with any other provision herein, or (ii) as may be necessary or advisable in order to avoid the imposition of any withholding taxes or state or local income or franchise taxes imposed on any Co-Issuer’s property or its income; provided, however, that such action shall not adversely affect in any material respect the interest of any of the Noteholders or Loan Trustees as evidenced by an Officer’s Certificate of each Co-Issuer to such effect delivered to the Indenture Trustee and the Loan Trustees. Additionally, this Servicing Agreement may be amended from time to time by the Servicer, the Co-Issuers and the Loan Trustees, by a written instrument signed by each of them, but without consent of any of the Noteholders, provided, however, that the party requesting such amendment shall, at its own expense, provide the Indenture Trustee with an Opinion of Counsel and an Officer’s Certificate each stating that such amendment: (i) will not materially adversely affect the interests of the Noteholders and (ii) is permitted by this Servicing Agreement.

(b) This Servicing Agreement may also be amended from time to time by the Servicer, the Co-Issuers and the Loan Trustees, with the consent of the Required Noteholders, for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Servicing Agreement or of modifying in any manner the rights of the Noteholders; provided, however, that no such amendment shall directly or indirectly (i) reduce in any manner the amount of or delay the timing of any distributions to be made to Noteholders or deposits of amounts to be so distributed without the consent of each affected Noteholder, (ii) change the definition of or the manner of calculating the interest of any Noteholder without the consent of each affected Noteholder or (iii) reduce the aforesaid percentage required to consent to any such amendment without the consent of each Noteholder.

(c) Promptly after the execution of any such amendment or consent (other than an amendment pursuant to paragraph (a)), the Co-Issuers shall furnish a copy of such amendment to the Indenture Trustee and each Noteholder.

(d) It shall not be necessary for the consent of Noteholders under this Section 7.01 to approve the particular form of any proposed amendment, but it shall be sufficient if such consent shall approve the substance thereof. The manner of obtaining such consents and of evidencing the authorization of the execution thereof by Noteholders shall be subject to such reasonable requirements as the Indenture Trustee may prescribe.

(e) The Required Noteholders may, on behalf of all Noteholders, waive any default by any Co-Issuer or the Servicer in the performance of their obligations hereunder and its consequences, except the failure to make any distributions required to be made to Noteholders or to make any required deposits of any amounts to be so distributed (which such default may only

22

be waived by 100% of the affected Noteholders). Upon any such waiver of a past default, such default shall cease to exist, and any default arising therefrom shall be deemed to have been remedied for every purpose of this Servicing Agreement. No such waiver shall extend to any subsequent or other default or impair any right consequent thereon except to the extent expressly so waived.

(f) Each Loan Trustee may, but shall not be obligated to, enter into any such amendment which affects such Loan Trustee’s rights, duties, benefits, protections, privileges or immunities under this Servicing Agreement or otherwise. In connection with the execution of any amendment hereunder, each Loan Trustee shall be entitled to receive an Opinion of Counsel, at the expense of the party requesting such amendment, to the effect that such amendment is permitted under the terms of this Servicing Agreement.

(g) This Servicing Agreement shall bind and inure to the benefit of and be enforceable by the Servicer, the Co-Issuers and the Loan Trustees and their respective successors and assigns. Except as contemplated in Section 4.02 and Section 4.05, no party to this Servicing Agreement may assign any interest in this Servicing Agreement, except that (i) any Co-Issuer may assign its interest in this Servicing Agreement to the Indenture Trustee under the Indenture and (ii) any party may assign its interest in this Agreement to any other Person if (A) at least ten days prior to the assignment notice is given to each other party hereto, and (B) each other party gives its prior written consent to the assignment.

SECTION 7.02 GOVERNING LAW. THIS SERVICING AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH THE INTERNAL LAWS OF THE STATE OF NEW YORK WITHOUT REFERENCE TO ITS CONFLICT OF LAWS PROVISIONS (OTHER THAN SECTION 5-1401 OF THE GENERAL OBLIGATIONS LAW) AND THE OBLIGATIONS, RIGHTS AND REMEDIES OF THE PARTIES HEREUNDER SHALL BE DETERMINED IN ACCORDANCE WITH SUCH LAWS.

SECTION 7.03 Notices.

All demands, notices, instructions, directions and communications under this Servicing Agreement shall be in writing and shall be deemed to have been duly given if personally delivered at, mailed by certified or registered mail, return receipt requested, or delivered by nationally recognized overnight courier or sent by facsimile transmission.

(a) in the case of the Servicer, to:

Springleaf Finance, Inc.

601 NW Second Street

Evansville, Indiana 47708

Attention: General Counsel

Telephone: (812) 468-5502

Facsimile: (812) 468-5396

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(b) in the case of any Co-Issuer, to:

Springleaf Finance, Inc.

601 N.W. Second Street

Evansville, IN 47708

Facsimile: (812)468-5042

Attention: John Anderson, Head of Capital Markets

E-mail: iohn.anderson@slfs.com

and

Springleaf Finance, Inc.

601 N.W. Second Street

Evansville, IN 47708

Facsimile: (812) 468-5396

Attention: Scott D. McKinlay, Senior Vice President and General Counsel

E-mail: scott.mckinlay@slfs.com

and

Newcastle Investment Corp.

c/o Fortress Investment Group

1345 Avenue of the Americas

New York, New York 10105

Facsimile: (212) 798-6060

Attention: Brian Sigman, Chief Financial Officer

Email: Bsigman@fortress.com

and

Newcastle Investment Corp

c/o Fortress Investment Group

1345 Avenue of the Americas

New York, New York 10105

Facsimile: (212)798-6060

Attention: Jay Strauss

Email: istrauss@fortress.com

(c) in the case of any Loan Trustee, to:

Wilmington Trust, National Association

Rodney Square North

1100 North Market Street

Wilmington, Delaware 19890

Attention: Corporate Trust Department

Telephone: (302) 636-6372

Facsimile: (302) 636-4140

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(d) in the case of the Indenture Trustee, to:

U.S. Bank National Association

60 Livingston Avenue, EP-MN-WS3D

St. Paul, Minnesota 55107-2232

Attn: Structured Finance/Springcastle 2013-A;

Telephone: (651)466-5049

Facsimile: (651) 466-7363

(e) in the case of the Paying Agent:

Wells Fargo Bank, N.A.

Corporate Trust Services/Structured Products Services

Sixth and Marquette Ave.

MAC N9311-161

Minneapolis, Minnesota 55479

Attention: Marianna Stershic

Telephone: (612) 667-7181

Facsimile: (612) 667-3464

(f) in the case of the Back-up Servicer, to:

Wells Fargo Bank, N.A.

Corporate Trust Services

Sixth and Marquette Avenue

MAC N9311-161

Minneapolis, Minnesota 55479

Attention: Marianna Stershic

Telephone: (612) 667-7181

Facsimile: (612) 667-3464

(g) to any other Person as specified in the Indenture; or, as to each party, at such other address or facsimile number as shall be designated by such party in a written notice to each other party.

SECTION 7.04 Severability of Provisions. If any one or more of the covenants, agreements, provisions or terms of this Servicing Agreement shall for any reason whatsoever be held invalid, then such provisions shall be deemed severable from the remaining provisions of this Servicing Agreement and shall in no way affect the validity or enforceability of the remaining provisions.

SECTION 7.05 Further Assurances. Each Co-Issuer, Loan Trustee and the Servicer agree to do and perform, from time to time, any and all acts and to authorize or execute any and all further instruments required or reasonably requested by any other party hereto in order to more fully to effect the purposes of this Servicing Agreement.

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SECTION 7.06 Nonpetition Covenant. Notwithstanding any prior termination of this Servicing Agreement, the Servicer shall not, prior to the date which is one year and one day (or any longer preference period) after the termination of this Servicing Agreement, acquiesce in or petition or otherwise invoke the process of any Governmental Authority for the purpose of commencing or sustaining a case against any Co-Issuer under any Debtor Relief Law or appointing a receiver, liquidator, assignee, trustee, custodian, sequestrator or other similar official of the Co-Issuer or any substantial part of its property or ordering the winding-up or liquidation of the affairs of and Co-Issuer.

SECTION 7.07 No Waiver; Cumulative Remedies. No failure to exercise and no delay in exercising, on the part of any Co-Issuer, the Servicer, any Loan Trustee, the Noteholders, the Paying Agent or the Indenture Trustee, any right, remedy, power or privilege under this Servicing Agreement shall operate as a waiver thereof; nor shall any single or partial exercise of any right, remedy, power or privilege under this Servicing Agreement preclude any other or further exercise thereof or the exercise of any other right, remedy, power or privilege. The rights, remedies, powers and privileges provided under this Servicing Agreement are cumulative and not exhaustive of any rights, remedies, powers and privileges provided by law.

SECTION 7.08 Counterparts. This Servicing Agreement may be executed in two or more counterparts (and by different parties on separate counterparts), each of which shall be an original, but all of which together shall constitute one and the same instrument.

SECTION 7.09 Third-Party Beneficiaries. This Servicing Agreement will inure to the benefit of and be binding upon the parties hereto, the Noteholders, the Indenture Trustee and the Paying Agent and their respective successors and permitted assigns. Each of the Backup Servicer, the Indenture Trustee, the Paying Agent and, for purposes of Sections 4.04 and 6.02 hereof, each of the Sellers, is a third-party beneficiary to this Servicing Agreement and is entitled to the rights and benefits hereunder and may enforce the provisions hereof as if it were a party hereto. Except as otherwise expressly provided in this Servicing Agreement, no other Person will have any right or obligation hereunder.

SECTION 7.10 Merger and Integration. Except as specifically stated otherwise herein, this Servicing Agreement sets forth the entire understanding of the parties relating to the subject matter hereof, and all prior understandings, written or oral, are superseded by this Servicing Agreement. This Servicing Agreement may not be modified, amended, waived or supplemented except as provided herein.

SECTION 7.11 Headings. The headings herein are for purposes of reference only and shall not otherwise affect the meaning or interpretation of any provision hereof.

SECTION 7.12 Limitation of Liability of Loan Trustees. It is expressly understood and agreed by the parties hereto that (a) this Servicing Agreement is executed and delivered by Wilmington Trust, National Association, not individually or personally but solely as trustee of legal title to the Loans, in the exercise of the powers and authority conferred and

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vested in it under the Loan Trust Agreements and (b) under no circumstances shall Wilmington Trust, National Association, be personally liable for the payment of any indebtedness or expenses of any Co-Issuer or Loan Trustee, or be liable for the breach or failure of any obligation, representation, warranty or covenant made or undertaken by any Co-Issuer or Loan Trustee under this Servicing Agreement,

SECTION 7.13 Survival. Sections 1.01, 2.01, 2.02, 2.03, 2.09, Article IV, Article V, Article VII and Schedule I of this Servicing Agreement shall survive any expiration or termination of this Servicing Agreement, along with any other provision of this Servicing Agreement necessary to interpret any such provision, and any other provisions of this Servicing Agreement related to the servicing of Loans or Servicer’s right to compensation therefor so long as termination assistance services are required to be provided pursuant to Section 5.01.

[END OF ARTICLE VII]

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IN WITNESS WHEREOF, the Servicer, each Co-Issuer and each Loan Trustee have caused this Servicing Agreement to be duly executed by their respective officers as of the date first above written.

SPRINGLEAF FINANCE, INC.,
as Servicer
By:
	Name:	John C. Anderson
	Title:	Executive Vice President, Capital Markets

SIGNATURE PAGE TO

SERVICING AGREEMENT

SPRINGCASTLE AMERICA FUNDING, LLC,
as Co-Issuer
By:
	Name:	John C. Anderson
	Title:	President
SPRINGCASTLE CREDIT FUNDING, LLC,
as a Co-Issuer
By:
	Name:	John C. Anderson
	Title:	President
SPRINGCASTLE FINANCE FUNDING, LLC,
as a Co-Issuer
By:
	Name:	John C. Anderson
	Title:	President

SIGNATURE PAGE TO

SERVICING AGREEMENT

WILMINGTON TRUST, NATIONAL ASSOCIATION, not in its individual capacity, but solely as Loan Trustee on behalf of SpringCastle America Funding, LLC
By:
	Name:	Roseline K. Maney
	Title:	Vice President
WILMINGTON TRUST, NATIONAL ASSOCIATION, not in its individual capacity, but solely as Loan Trustee on behalf of SpringCastle Credit Funding, LLC
By:
	Name:	Roseline K. Maney
	Title:	Vice President
WILMINGTON TRUST, NATIONAL ASSOCIATION, not in its individual capacity, but solely as Loan Trustee on behalf of SpringCastle Finance Funding, LLC
By:
	Name:	Roseline K. Maney
	Title:	Vice President

SIGNATURE PAGE TO

SERVICING AGREEMENT

ACKNOWLEDGED AND AGREED TO AS TO SECTIONS 2.01, 4.05, 4.06, 5.01, 5.02 AND 6.01 BY:

U.S. BANK NATIONAL ASSOCIATION, as
Indenture Trustee
By:
	Name:	John L. Linssen
	Title:	Vice President

SIGNATURE PAGE TO

SERVICING AGREEMENT

ACKNOWLEDGED AND AGREED TO AS TO SECTIONS 2.01, 4.06, 5.01, 5.02 AND 6.01 BY:

WELLS FARGO BANK, N.A., as Paying Agent
By:
	Name:	Marianna C. Stershic
	Title:	Vice President

SIGNATURE PAGE TO

SERVICING AGREEMENT

SCHEDULE I

Required Servicing Protocols

Section 1. Definitions. Capitalized terms used in this Schedule I and not otherwise defined in the Servicing Agreement shall have the following meanings:

“Agency” means HUD, FTC or a State Agency, as applicable.

“Applicable Requirements” means, as of the time of reference, (a) the terms of the Loan Agreement or Note, as applicable, (b) all Requirements of Law applicable to the servicing of or the purchase, sale, enforcement and insuring or guaranty of, or filing of claims in connection with, the related Loans and (c) all Governmental Orders applicable to the servicing rights or the related Loans.

“Bank Regulator” means any federal or state governmental agency or authority charged with the supervision or regulation of banks and their holding companies or mortgage banking (including the Board of Governors of the Federal Reserve System, OCC, FDIC and the Consumer Financial Protection Bureau), which regulates Portfolio Sellers or HSBC Finance Corporation.

“FTC” means the Federal Trade Commission or any successor thereto.

“Governmental Authority” means any federal, national, supranational, state, provincial, local or similar government, governmental or quasi-governmental, regulatory or administrative authority, agency, commission or political sub-division or any court, tribunal or judicial or arbitral body, including any Bank Regulator or Agency.

“Governmental Order” means any order, writ, judgment, injunction, decree, stipulation, determination or award issued by or entered into with any Governmental Authority.

“HUD” means the United States Department of Housing and Urban Development or any successor thereto.

“Law” means any federal, national, supranational, state, provincial, local or similar statute, law, ordinance, regulation, regulatory guidance of general applicability, rule, code, order, requirement or rule of law (including common law and any applicable unclaimed or escheatable property laws).

“Loan Agreement” means a loan repayment agreement, personal credit line account agreement, home equity credit line revolving loan agreement, retail installment sales contract or other loan agreement, credit agreement or other agreement evidencing a debt with respect to a Loan, together with any assignment, extension, endorsement or modification thereof.

“Loss Mitigation” means any loan modification (including trial modification), loss avoidance or reduction, foreclosure alternative or foreclosure prevention effort or process, including pursuant to any federal, state or local program, or proprietary program of a Portfolio Seller or an Interim Servicer, initiated or offered to the related Loan Obligor by a Portfolio Seller or an Interim Servicer with respect to any Loan.

“Note” means, with respect to any Loan, a promissory note or notes or other evidence of debt with respect to such Loan, together with any assignment, reinstatement, extension, endorsement or modification thereof.

“PHL Loan” means a Loan that is a fixed or variable rate personal homeowner closed- end loan or open-end line of credit.

“State Agency” means any state agency or other entity with authority to regulate the mortgage-related activities of a Portfolio Seller or to determine the investment or servicing requirements with regard to mortgage loan origination, purchasing, servicing or master servicing performed by a Portfolio Seller.

Section 2. Servicing of Loans.

(a) From and after the Servicing Transfer Date for any Loan, the Servicer shall service any such Serviced Loan that is subject to Loss Mitigation in accordance with the terms of any such Loss Mitigation and the Servicing Standard in all material respects. If the applicable Portfolio Seller or the applicable Interim Servicer has commenced any Loss Mitigation process, and such Loss Mitigation process is ongoing as of the initial Servicing Transfer Date for any Loan, the Servicer shall continue such Loss Mitigation process until completion.

(b) From and after the Servicing Transfer Date for any PHL Loan, the Servicer shall:

(i) permit Loan Obligors under any such open-end PHL Loan to cancel and terminate such open-end PHL Loan at any time and adequately disclose to Loan Obligors under any such open-end PHL Loan the procedures required to cancel and terminate such open-end PHL Loan;

(ii) not charge any Loan Obligor a prepayment penalty for prepayment of any such PHL Loan;

(iii) separately identify on each monthly account statement delivered to any Loan Obligor under any such PHL Loan the amount, if any, of monthly credit insurance premium paid by such Loan Obligor in connection with such PHL Loan;

(iv) allocate all interest short amounts with respect to each such PHL Loan into a deferred interest account; disclose any amount of deferred interest and any interest short as of the date of the last payment on each Loan Obligor’s monthly billing statement for

2

each such PHL Loan; and allocate interest short with respect to each such PHL Loan to the deferred interest account no less often than on a quarterly basis except to the extent that a full payment (or equivalent) must be made in the quarter for the reallocation to occur;

(v) not unilaterally convert Loan Obligors under any such PHL Loan from biweekly payments to semi-monthly payments or otherwise change a Loan Obligor’s payment date under any such PHL Loan without disclosing the new payment date and obtaining such Loan Obligor’s consent; and

(vi) provide payoff information to Loan Obligors under any such PHL Loan or their authorized representatives on all underlying liens held by the applicable Co-Issuer, within five business days of a Loan Obligor’s written request, or as specifically permitted by state or federal Law; and subject to applicable federal and state Laws, inform Loan Obligor under any such PHL Loan that requests by mortgage brokers or other agents must be in writing and must include a written authorization from the related Loan Obligor to provide the requested information.

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EXHIBIT A

FORM OF SERVICER OFFICER’S CERTIFICATE

The undersigned, the duly [OFFICER TITLE] of Springleaf Finance, Inc. (“SLFI”), does hereby certify, on behalf of SLFI and not in an individual capacity, that:

1. SLFI is, as of the date hereof, the Servicer under that certain Servicing Agreement dated as of April 1, 2013 (as amended and supplemented, or otherwise modified and in effect from time to time, the “Servicing Agreement”), by and among SLFI, as the Servicer, and SpringCastle America Funding, LLC, a Delaware limited liability company, SpringCastle Credit Funding, LLC, a Delaware limited liability company, and SpringCastle Finance Funding, LLC, a Delaware limited liability company, as the Co-Issuers, and Wilmington Trust, National Association, in its capacity as a Loan Trustee to each Co-Issuer.

2. The undersigned is a Servicing Officer and is duly authorized pursuant to the Servicing Agreement to execute and deliver this Officer’s Certificate to the Co-Issuer and the Indenture Trustee.

3. A review of the activities of the Servicer during the calendar year ended December 31,         , and of its performance under the Servicing Agreement was conducted under my supervision.

4. Based on such review, the Servicer has, to the best of my knowledge, performed in all material respects all of its obligations under the Servicing Agreement and other Transaction Documents throughout such year and no Servicer Default has occurred and is continuing, except as set forth in paragraph 5 below.

5. The following is a description of each Servicer Default known to me to have occurred and be continuing as of the date of this Officer’s Certificate made by the Servicer during the year ended December 31,         , which sets forth in detail the (a) nature of each such Servicer Default, (b) the action taken by the Servicer, if any, to remedy each such Servicer Default and (c) the current status of each such Servicer Default: (If applicable, insert “None.”)

Capitalized terms used but not defined herein are used as defined in the Servicing Agreement.

IN WITNESS WHEREOF, each of the undersigned has duly executed this Officer’s Certificate this      day of                 .¹

By:

Name:

Title:

¹  Required to be delivered on or before April 30 of each calendar year, beginning with April 30, 2014 pursuant to Section 2.07 of the Servicing Agreement.

EXHIBIT B

SERVICING TRANSFER TIMELINE

System	Springleaf	Completion Date
Account Data Conversion	¨  Complete all CMII, MS, and RMS discovery activities. ¨  Complete all mapping activities ¨  Complete all gap design, development and testing ¨  Complete final (3rd) mock conversion ¨  Complete account conversion to SCORE ¨  Complete Data Warehouse Conversion ¨  Post Load Support	4/1 5/31 7/31 8/30 9/2 9/4 12/31
Financial Data Extract	¨  Complete all design ¨  Complete final (4th) mock conversion ¨  Process 1st production file ¨  Complete all development	3/7 3/29 4/1 4/8
Insurance Interface	¨  Obtain product information ¨  Determine reporting platform ¨  Determine CPI process, if any ¨  Complete analysis and design ¨  Complete development ¨  Complete testing ¨  Promote changes to Production	4/1 2/28 3/8 4/30 6/28 7/31 9/3
Billing Statement Conversion	¨  Identify statement types ¨  Identify volumes by product type/due date ¨  Modify Stock ¨  Place stock order	3/29 4/30 5/31 7/31
Payment Processing Conversion	¨  Determine if payments need to be kept separate at USB. ¨  Identify payment types ¨  Map payment types to SLFS ¨  Define post payment processing	3/22 3/29 4/30 5/31
Image Conversion	¨  Complete image ingestion design ¨  Complete image transfer design ¨  Receive images ¨  Compete image ingestion	6/7 6/21 8/15 11/1

EX-21.1

Exhibit 21.1

SPRINGLEAF HOLDINGS, INC. (f/k/a SPRINGLEAF HOLDINGS, LLC) SUBSIDIARIES

Subsidiary	State / Country of Incorporation / Formation
AGFC Capital Trust I	Delaware
American General Mortgage Loan Trust 2006-1	Indiana
American General Mortgage Loan Trust 2009-1	Delaware
American General Mortgage Loan Trust 2010-1	Delaware
CommoLoCo, Inc.	Puerto Rico
CREDITHRIFT of Puerto Rico, Inc.	Puerto Rico
Eighteenth Street Funding LLC	Delaware
Eighth Street Funding, LLC	Delaware
Eleventh Street Funding LLC	Delaware
Fifteenth Street Funding LLC	Delaware
Fourteenth Street Funding LLC	Delaware
HSA Residential Mortgage Services of Texas, Inc.	Delaware
Interstate Agency, Inc.	Indiana
Merit Life Insurance Co.	Indiana
Midbrook Funding LLC	Delaware
MorEquity, Inc.	Nevada
Ocean Finance and Mortgages Limited	England and Wales
Ocean Money (II) Limited	England and Wales
Ocean Money Limited	England and Wales
Second Street Funding Corporation	Delaware
Service Bureau of Indiana, Inc.	Indiana
Seventeenth Street Funding LLC	Delaware
Sixteenth Street Funding LLC	Delaware
Sixth Street Funding LLC	Delaware
Springleaf Acquisition Corporation	Delaware
Springleaf Asset Holding II, Inc.	Delaware
Springleaf Asset Holding, Inc.	Delaware
Springleaf Auto Finance, Inc. [Delaware]	Delaware
Springleaf Auto Finance, Inc. [Tennessee]	Tennessee
Springleaf Branch Holding Company	Delaware
Springleaf Consumer Loan Holding Company	Delaware
Springleaf Consumer Loan Management Corporation	Delaware
Springleaf Consumer Loan of Pennsylvania, Inc.	Pennsylvania
Springleaf Consumer Loan of West Virginia, Inc.	West Virginia
Springleaf Consumer Loan, Inc.	Delaware
Springleaf Documentation Services, Inc.	California
Springleaf Finance Commercial Corp.	Indiana
Springleaf Finance Corporation	Indiana
Springleaf Finance Management Corporation	Indiana
Springleaf Finance, Inc. [Indiana]	Indiana

Springleaf Finance, Inc. [Nevada]	Nevada
Springleaf Financial Cash Services, Inc.	Delaware
Springleaf Financial Center Thrift Company	California
Springleaf Financial Center, Inc.	Indiana
Springleaf Financial Center, Incorporated	Indiana
Springleaf Financial Funding Company	Delaware
Springleaf Financial Funding Company II	Delaware
Springleaf Financial Funding II Holding Company	Delaware
Springleaf Financial Services of Alabama, Inc.	Delaware
Springleaf Financial Services of America, Inc. [Delaware]	Delaware
Springleaf Financial Services of America, Inc. [Iowa]	Iowa
Springleaf Financial Services of America, Inc. [North Carolina]	North Carolina
Springleaf Financial Services of Arizona, Inc.	Arizona
Springleaf Financial Services of Arkansas, Inc.	Delaware
Springleaf Financial Services of Florida, Inc.	Florida
Springleaf Financial Services of Hawaii, Inc.	Hawaii
Springleaf Financial Services of Illinois, Inc.	Illinois
Springleaf Financial Services of Indiana, Inc.	Indiana
Springleaf Financial Services of Louisiana, Inc.	Louisiana
Springleaf Financial Services of Massachusetts, Inc.	Massachusetts
Springleaf Financial Services of New Hampshire, Inc.	Delaware
Springleaf Financial Services of New York, Inc.	New York
Springleaf Financial Services of North Carolina, Inc.	North Carolina
Springleaf Financial Services of Ohio, Inc.	Ohio
Springleaf Financial Services of Pennsylvania, Inc.	Pennsylvania
Springleaf Financial Services of South Carolina, Inc.	South Carolina
Springleaf Financial Services of Utah, Inc.	Utah
Springleaf Financial Services of Washington, Inc.	Washington
Springleaf Financial Services of Wisconsin, Inc.	Wisconsin
Springleaf Financial Services of Wyoming, Inc.	Wyoming
Springleaf Financial Services, Inc.	Delaware
Springleaf Financial Technology, Inc.	Indiana
Springleaf Funding Trust 2013-A	Delaware
Springleaf Funding Trust 2013-B	Delaware
Springleaf General Services Corporation	Delaware
Springleaf Home Equity, Inc. [Delaware]	Delaware
Springleaf Home Equity, Inc. [West Virginia]	West Virginia
Springleaf Mortgage Holding Company	Delaware
Springleaf Mortgage Loan Trust 2011-1	Delaware
Springleaf Mortgage Loan Trust 2012-1	Delaware
Springleaf Mortgage Loan Trust 2012-2	Delaware
Springleaf Mortgage Loan Trust 2012-3	Delaware
Springleaf Mortgage Loan Trust 2013-1	Delaware
Springleaf Mortgage Loan Trust 2013-2	Delaware
Springleaf Mortgage Management Corporation	Delaware

Springleaf Mortgage Services of Pennsylvania, Inc.	Pennsylvania
Springleaf Mortgage Services of West Virginia, Inc.	West Virginia
Springleaf Mortgage Services, Inc.	Delaware
Springleaf Properties, Inc.	Indiana
Springleaf REIT Holdings LLC	Delaware
Springleaf REIT Inc.	Delaware
Springleaf Ventures, Inc.	Delaware
State Financial Services—Springleaf, Inc.	Texas
Sumner Brook Funding LLC	Delaware
Tenth Street Funding LLC	Delaware
Third Street Funding LLC	Delaware
Thrift, Incorporated	Indiana
Twelfth Street Funding LLC	Delaware
Twentieth Street Funding LLC	Delaware
Wilmington Finance, Inc.	Delaware
Yosemite Insurance Company	Indiana
SpringCastle Acquisition, LLC	Delaware
SpringCastle America LLC	Delaware
SpringCastle America Funding LLC	Delaware
SpringCastle Credit LLC	Delaware
SpringCastle Credit Funding LLC	Delaware
SpringCastle Finance LLC	Delaware
SpringCastle Finance Funding LLC	Delaware
SpringCastle Holdings LLC	Delaware

EX-23.1

Exhibit 23.1

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We hereby consent to the use in this Registration Statement on Form S-1 of Springleaf Holdings, LLC of our report dated April 8, 2013, except for the corrections to amounts previously reported as discussed in Note 2 and the addition of Earnings Per Share information in Note 18 dated August 15, 2013 relating to the financial statements of Springleaf Finance, Inc., which appears in such Registration Statement. We also consent to the use of our report dated August 15, 2013 relating to the financial statement schedule, which appears in exhibit 16 of such Registration Statement. We also consent to the reference to us under the heading “Experts” in such Registration Statement.

/s/ PricewaterhouseCoopers LLP

Chicago, Illinois

October 1, 2013

EX-23.2

Exhibit 23.2

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We hereby consent to the use in this Registration Statement on Form S-1 of Springleaf Holdings, LLC of our report dated August 15, 2013 relating to the balance sheet of Springleaf Holdings, LLC, which appears in such Registration Statement. We also consent to the reference to us under the heading “Experts” in such Registration Statement.

/s/ PricewaterhouseCoopers LLP

Chicago, Illinois

October 1, 2013

CORRESP

[Letterhead of Skadden, Arps, Slate, Meagher & Flom LLP]

October 1, 2013

BY HAND AND EDGAR

Mr. Todd Schiffman

Securities and Exchange Commission

Division of Corporate Finance

100 F Street, N.E.

Washington, DC 20549-7010

RE: Springleaf Holdings, LLC

Amendment No. 1 to Registration Statement on Form S-1

Filed September 16, 2013

File No. 333-190653

Dear Mr. Schiffman,

On behalf of Springleaf Holdings, LLC (the “Company”), enclosed is a copy of Amendment No. 2 (the “Amendment”) to the above-referenced Registration Statement on Form S-1 (the “Registration Statement”), as filed with the Securities and Exchange Commission (the “Commission”) on the date hereof, marked to show changes from the Registration Statement filed with the Commission on September 16, 2013.

The changes reflected in the Amendment include those made in response to the comments of the staff of the Commission (the “Staff”) set forth in the Staff’s letter of September 20, 2013 (the “Comment Letter”). The Amendment also includes other changes that are intended to update, clarify, correct and render more complete the information contained therein.

Set forth below are the Company’s responses to the Staff’s comments. The headings and paragraph numbers of this letter correspond to the headings and paragraph numbers contained in the Comment Letter and, to facilitate the Staff’s review, we have reproduced the text of the Staff’s comments in italics below. Capitalized terms used but not defined herein have the meanings given to them in the Registration Statement. All references to page numbers and captions (other than those in the Staff’s comments) correspond to the page numbers and captions in the Amendment.

Todd Schiffman

Securities and Exchange Commission

October 1, 2013

Page 2

General

1. Please file all required exhibits by your next amendment.

The Company has filed a number of additional exhibits with the Amendment and will file all remaining exhibits prior to the Company seeking effectiveness of the Registration Statement.

Management’s Discussion and Analysis..., page 28

Results of Operations, page 54

2. We note your response to our previous comment 17 in our letter dated September 6, 2013. Please include the substance of your response in the document.

The disclosure on page 57 of the Amendment has been revised to include the substance of the Company’s prior response.

Todd Schiffman

Securities and Exchange Commission

October 1, 2013

Page 3

Please telephone the undersigned at (212) 735-2918 or Michael Schwartz at (212) 735-3694 if you have any questions or require any additional information.

Very truly yours,

/s/ Gregory A. Fernicola

Gregory A. Fernicola

cc: Josh Samples, Securities and Exchange Commission

Mike Volley, Securities and Exchange Commission

Amit Pande, Securities and Exchange Commission

Scott McKinlay, Springleaf Holdings, LLC

Michael Schwartz, Skadden, Arps, Slate, Meagher & Flom LLP