Santander Consumer USA 10Q 2021 Q2 Quarterly report

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q


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

For the quarterly period ended June 30, 2021


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

Commission File Number: 001-36270

SANTANDER CONSUMER USA HOLDINGS INC.

(Exact Name of Registrant as Specified in Its Charter)


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

1601 Elm Street

Suite 800

Dallas

Texas

75201

(Address of principal executive offices)

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

Not Applicable

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

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

Title of each class

Trading Symbol (s)

Name of each exchange on which registered

Outstanding shares at July 26, 2021

Common Stock ($0.01 par value)

New York Stock Exchange

306,081,081

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

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

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

Large accelerated filer

☒

Accelerated filer

☐

Emerging growth company

☐

Non-accelerated filer

☐

Smaller reporting company

☐

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

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

No ☒

INDEX


Cautionary Note Regarding Forward-Looking Information		3
PART I: FINANCIAL INFORMATION		7
Item 1.	Unaudited Condensed Consolidated Financial Statements	7
	Unaudited Condensed Consolidated Balance Sheets	7
	Unaudited Condensed Consolidated Statements of Income and Comprehensive Income	8
	Unaudited Condensed Consolidated Statements of Equity	9
	Unaudited Condensed Consolidated Statements of Cash Flows	11
	Note 1. Description of Business, Basis of Presentation, and Accounting Policies	13
	Note 2. Finance Receivables	14
	Note 3. Credit Loss Allowance and Credit Quality	16
	Note 4. Leases	20
	Note 5. Other Assets	21
	Note 6. Variable Interest Entities	23
	Note 7. Debt	25
	Note 8. Shareholders' Equity	28
	Note 9. Derivative Financial Instruments	30
	Note 10. Fair Value of Financial Instruments	32
	Note 11. Investment Gains (Losses), Net	36
	Note 12. Income Taxes	37
	Note 13. Computation of Basic and Diluted Earnings per Common Share	37
	Note 14. Commitments and Contingencies	38
	Note 15. Related-Party Transactions	41
	Note 16. Employee Benefit Plans	44
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	45
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	63
Item 4.	Controls and Procedures	63
PART II: OTHER INFORMATION		64
Item 1.	Legal Proceedings	64
Item 1A.	Risk Factors	64
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	64
Item 3.	Defaults upon Senior Securities	64
Item 4.	Mine Safety Disclosures	64
Item 5.	Other Information	64
Item 6.	Exhibits	66
SIGNATURES		67

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

Cautionary Note Regarding Forward-Looking Information

This Quarterly Report on Form 10-Q contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Any statements about the Company’s expectations, beliefs, plans, predictions, forecasts, objectives, assumptions, or future events or performance are not historical facts and may be forward-looking. These statements are often, but not always, made through the use of words or phrases such as “anticipates,” “believes,” “can,” “could,” “may,” “predicts,” “potential,” “should,” “will,” “estimate,” “plans,” “projects,” “continuing,” “ongoing,” “expects,” “intends,” and similar words or phrases. Although the Company believes that the expectations reflected in these forward-looking statements are reasonable, these statements are not guarantees of future performance and involve risks and uncertainties which are subject to change based on various important factors, some of which are beyond the Company’s control. Among the factors that could cause the Company’s actual performance to differ materially from those suggested by the forward-looking statements are:

•the adverse impact of COVID-19 on our business, financial condition, liquidity and results of operations;

•there can be no assurance that the proposed acquisition of all of our outstanding common stock by SHUSA will be agreed upon, approved and ultimately consummated, and the terms of any such transaction may differ materially from those originally proposed by SHUSA;

•our agreement with Stellantis N.V. may not result in currently anticipated levels of growth and is subject to certain conditions that could result in termination of the agreement;

•continually changing federal, state, and local laws and regulations could materially adversely affect our business, including changes to tax laws and regulations and the outcome of ongoing tax audits by federal, state and local income tax authorities that may require the Company to pay additional taxes or recover fewer overpayments compared to what has been accrued or paid as of period-end;

•adverse economic conditions in the United States and worldwide may negatively impact our results;

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

•significant risks we face implementing our growth strategy including our ability to grow revenue, manage expenses, attract and retain highly-skilled people and raise capital necessary to achieve our business goals;

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

•our financial condition, liquidity, and results of operations depend on the credit performance of our loans;

•loss of our key management or other personnel, or an inability to attract such management and personnel;

•the effects of regulation, actions and/or policies of the Federal Reserve Bank of Boston (FRBB), the Office of the Comptroller of the Currency (OCC), the Consumer Financial Protection Bureau (CFPB), and the European Central Bank (ECB), whose oversight and regulation may limit certain of our activities, including share repurchase programs, the timing and amount of dividends and other limitations on our business;

•acts of God, including pandemics and other significant public health emergencies, and other natural or man-made disasters, and the Company’s ability to deal with disruptions caused by such acts, emergencies and disasters;

•inflation, interest rate, market and monetary fluctuations, including effects from the pending discontinuation of LIBOR as an interest rate benchmark, may, among other things, reduce net interest margins and impact funding sources, revenue and expenses, and the value of assets and obligations;

•adverse publicity, and negative public opinion, whether specific to the Company or regarding other industry participants or industry-wide factors, or other reputational harm;

•the ability of the Company and its third-party vendors to convert, maintain and upgrade, as necessary, the Company’s data processing and other IT infrastructure on a timely and acceptable basis, within projected cost estimates and without significant disruption to the Company’s business;

•the Company’s ability to control operational risks, data security breach risks and outsourcing risks, and the possibility of errors in quantitative models and software the Company uses in its business, including as a result of cyberattacks, technological failure, human error, fraud or malice by internal or external parties, and the possibility that the Company’s controls will prove insufficient, fail or be circumvented;

•future changes in our relationship with SHUSA and Banco Santander that could adversely affect our operations; and

•the other factors that are described in Part I, Item IA – Risk Factors of the Annual Report of the Company on Form 10-K for the year ended December 31, 2020 (the 2020 Annual Report on Form 10-K).

If one or more of the factors affecting the Company’s forward-looking information and statements renders forward-looking information or statements incorrect, the Company’s actual results, performance or achievements could differ materially from those expressed in, or implied by, forward-looking information and statements. Therefore, the Company cautions the reader not to place undue reliance on any forward-looking information or statements. The effect of these factors is difficult to predict. Factors other than these also could adversely affect the Company’s results, and the reader should not consider these factors to be a complete set of all potential risks or uncertainties as new factors emerge from time to time. Management cannot assess the

impact of any such factor on the Company’s business or the extent to which any factor, or combination of factors, may cause results to differ materially from those contained in any forward-looking statement. Forward-looking statements reflect the current beliefs and expectations of the Company's management and only speak as of the date of this document, and the Company undertakes no obligation to update any forward-looking information or statements, whether written or oral, to reflect any change, except as required by law. All forward-looking statements attributable to the Company are expressly qualified by these cautionary statements.

Glossary

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


ABS			Asset-backed securities
ACL			Allowance for credit loss
Advance Rate			The maximum percentage of collateral that a lender is willing to lend.
Affiliates			A party that, directly or indirectly through one or more intermediaries, controls, is controlled by, or is under common control with an entity.
AFS			Available for sale
ALG			Automotive Lease Guide
Amortized costs			Includes unpaid principal balance (UPB), net of discounts and premiums
APR			Annual Percentage Rate
ARRC			Alternative Reference Rates Committee
ASC			Accounting Standards Codification
ASU			Accounting Standards Update

Bluestem			Bluestem Brands, Inc., an online retailer for whose customers SC provides financing
Board			SC’s Board of Directors

CARES Act			The Coronavirus Aid, Relief, and Economic Security Act
CBP			Citizens Bank of Pennsylvania
CCAR			Comprehensive Capital Analysis and Review
CCAP			Chrysler Capital


CDO			Chief Diversity Officer
CECL			Current Expected Credit Loss, Amendments based on ASU 2016-13, ASU 2019-04, and ASU 2019-11
CEO			Chief Executive Officer
CFPB			Consumer Financial Protection Bureau
CFO			Chief Financial Officer
Clean-up Call			The early redemption of a debt instrument by the issuer, generally when the underlying portfolio has amortized to 5% or 10% of its original balance
COVID-19			Coronavirus disease 2019
Credit Enhancement			A method such as overcollateralization, insurance, or a third-party guarantee, whereby a borrower reduces default risk
DCF			Discounted Cash Flow Analysis


Dealer Loan			A Floorplan Loan, real estate loan, working capital loan, or other credit extended to an automobile dealer

DOJ			U.S. Department of Justice





EIR			Effective interest rate
ECL			Expected credit losses
Exchange Act			Securities Exchange Act of 1934, as amended

FICO®			A common credit score created by Fair Isaac Corporation that is used on the credit reports that lenders use to assess an applicant’s credit risk. FICO® is computed using mathematical models that take into account five factors: payment history, current level of indebtedness, types of credit used, length of credit history, and new credit
FIRREA			Financial Institutions Reform, Recovery and Enforcement Act of 1989
Floorplan Loan			A revolving line of credit that finances dealer inventory until sold
Federal Reserve Board			Board of Governors of the Federal Reserve System
FRBB			Federal Reserve Bank of Boston
FTC			Federal Trade Commission

GAP			Guaranteed Auto Protection
GAAP			U.S. Generally Accepted Accounting Principles
HPI			Housing Price Index
HTM			Held to maturity
IPO			SC’s Initial Public Offering
ISDA			International Swaps and Derivative Association


Managed Assets			Managed assets included assets (a) owned and serviced by the Company; (b) owned by the Company and serviced by others; and (c) serviced for others


MPLFA			Ten-year master private-label financing agreement with Stellantis N.V., signed in May 2013


OCC			Office of the Comptroller of the Currency
Overcollateralization			A credit enhancement method whereby more collateral is posted than is required to obtain financing


PD			Probability of default
Private-label			Financing branded in the name of the product manufacturer rather than in the name of the finance provider


RC			The Risk Committee of the Board
Remarketing			The controlled disposal of vehicles at the end of the lease term or upon early termination or of financed vehicles obtained through repossession and their subsequent sale
Residual Value			The future value of a leased asset at the end of its lease term
Retail installment contracts			Includes retail installment contracts individually acquired or originated by the Company and purchased non-credit deteriorated finance receivables
ROU			Right-of-use (related to operating leases)
RSU			Restricted stock unit
SAF			Santander Auto Finance
Santander			Banco Santander, S.A.
SBNA			Santander Bank, N.A., a wholly-owned subsidiary of SHUSA. Formerly Sovereign Bank, N.A.
SC			Santander Consumer USA Holdings Inc., a Delaware corporation, and its consolidated subsidiaries
SCART			Santander Consumer Auto Receivables Trust, a securitization platform

SC Illinois			Santander Consumer USA Inc., an Illinois corporation and wholly-owned subsidiary of SC
SCRA			Servicemembers Civil Relief Act
SDART			Santander Drive Auto Receivables Trust, a securitization platform
SEC			U.S. Securities and Exchange Commission


SHUSA			Santander Holdings USA, Inc., a wholly-owned subsidiary of Santander and the majority stockholder of SC
SPAIN			Santander Prime Auto Issuing Note Trust, a securitization platform
SRT			Santander Retail Auto Lease Trust, a lease securitization platform

Stellantis N.V.			FCA US LLC, its parent Stellantis N.V., and/or any affiliates
Subvention			Reimbursement of the finance provider by a manufacturer for the difference between a market loan or lease rate and the below-market rate given to a customer

TDR			Troubled Debt Restructuring
Trusts			Special purpose entities utilized in SC’s financing transactions


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

Part I: FINANCIAL INFORMATION

Item 1. Condensed Consolidated Financial Statements (Unaudited)

SANTANDER CONSUMER USA HOLDINGS INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED BALANCE SHEETS

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


	June 30, 2021		December 31, 2020
ASSETS
Cash and cash equivalents - $262,805 and $32,490 held at affiliates, respectively	$	321,976	$	109,053
Finance receivables held for sale, net	391,209		1,567,527
Finance receivables held for investment, at amortized cost	33,120,008		33,114,638
Allowance for credit loss	(5,818,382)		(6,110,633)
Finance receivables held for investment, at amortized cost, net	27,301,626		27,004,005
Restricted cash - $6,027 and $27 held at affiliates, respectively	2,660,662		2,221,094
Accrued interest receivable	347,722		415,765
Leased vehicles, net	16,120,051		16,391,107
Furniture and equipment, net of accumulated depreciation of $111,238 and $104,452, respectively	57,419		62,032

Goodwill	74,056		74,056
Intangible assets, net of amortization of $72,296 and $63,488, respectively	79,183		70,128

Other assets - $9,488 and $14,451 held at affiliates, respectively	892,030		972,726
TOTAL ASSETS	$	48,245,934	$	48,887,493
LIABILITIES AND EQUITY
LIABILITIES
Borrowings and other debt obligations - $10,250,000 and $10,801,318 to/from affiliates, respectively	$	38,202,642	$	41,138,674

Deferred tax liabilities, net	1,718,538		1,263,796
Accounts payable and accrued expenses - $85,790 and $80,428 held at affiliates, respectively	682,450		531,369



Other liabilities - $3,213 and $463 held at affiliates, respectively	412,674		331,693
TOTAL LIABILITIES	41,016,304		43,265,532
Commitments and contingencies (Notes 7 and 14)	0		0
STOCKHOLDERS' EQUITY:
Common stock, $0.01 par value — 1,100,000,000 shares authorized;
363,506,463 and 363,159,613 shares issued and 306,081,081 and 306,091,978 shares outstanding, respectively	3,060		3,061
Additional paid-in capital	389,890		393,800
Accumulated other comprehensive income (loss), net of taxes	(36,855)		(50,566)
Retained earnings	6,873,535		5,275,666
TOTAL STOCKHOLDERS' EQUITY	7,229,630		5,621,961
TOTAL LIABILITIES AND EQUITY	$	48,245,934	$	48,887,493

See notes to unaudited condensed consolidated financial statements.

SANTANDER CONSUMER USA HOLDINGS INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF INCOME AND COMPREHENSIVE INCOME

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


	For the Three Months Ended				For the Six Months Ended
	June 30,				June 30,

	2021		2020		2021		2020
Interest on finance receivables and loans	$	1,229,492	$	1,236,600	$	2,534,143	$	2,510,419
Leased vehicle income	703,916		737,549		1,444,800		1,485,528
Other finance and interest income	3,068		2,657		4,494		10,208
Total finance and other interest income	1,936,476		1,976,806		3,983,437		4,006,155
Interest expense — Including $84,006, $71,055 , $169,909 and $133,825 to affiliates, respectively	237,195		308,982		490,732		637,816
Leased vehicle expense	294,720		610,861		718,515		1,163,773
Net finance and other interest income	1,404,561		1,056,963		2,774,190		2,204,566
Credit loss expense (benefit)	(263,751)		861,896		(127,542)		1,769,783
Net finance and other interest income after credit loss expense	1,668,312		195,067		2,901,732		434,783
Profit sharing	50,553		11,530		117,879		25,825
Net finance and other interest income after credit loss expense and profit sharing	1,617,759		183,537		2,783,853		408,958
Investment gains (losses), net	2,414		(147,582)		(12,298)		(211,008)
Servicing fee income — Including $10,104, $11,321, $19,301 and $23,873 from affiliates, respectively	22,812		19,120		41,506		38,223
Fees, commissions, and other — Including $4,134, $6,567, $7,464 and $9,873 from affiliates, respectively	50,847		82,069		151,375		177,199
Total other income	76,073		(46,393)		180,583		4,414
Compensation and benefits	156,450		127,643		310,345		260,969
Repossession expense	38,845		22,289		84,191		79,951
Other expenses — Including $1,758, $1,208, $3,535 and $2,305 to affiliates, respectively	107,915		116,747		203,166		208,432
Total operating expenses	303,210		266,679		597,702		549,352
Income (loss) before income taxes	1,390,622		(129,535)		2,366,734		(135,980)
Income tax expense (benefit)	332,420		(32,857)		566,877		(35,315)
Net income (loss)	$	1,058,202	$	(96,678)	$	1,799,857	$	(100,665)

Net income (loss)	$	1,058,202	$	(96,678)	$	1,799,857	$	(100,665)
Other comprehensive income (loss):
Unrealized gains (losses) on cash flow hedges, net of tax of $1,614, $41, $4,563 and $(12,502) respectively	5,344		180		14,410		(38,838)
Unrealized gains (losses) on available-for-sale and held-to-maturity debt securities net of tax of $(121), $(74), $(224) and $587, respectively	(381)		(230)		(699)		1,826
Comprehensive income (loss)	$	1,063,165	$	(96,728)	$	1,813,568	$	(137,677)
Net income per common share (basic)	$	3.46	$	(0.30)	$	5.88	$	(0.31)
Net income per common share (diluted)	$	3.45	$	(0.30)	$	5.88	$	(0.31)
Dividend declared per common share	$	0.22	$	0.22	$	0.66	$	0.44
Weighted average common shares (basic)	306,057,004		319,773,636		306,082,852		326,899,844
Weighted average common shares (diluted)	306,289,395		319,878,145		306,327,116		327,137,104

See notes to unaudited condensed consolidated financial statements.

SANTANDER CONSUMER USA HOLDINGS INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF EQUITY

(Unaudited) (In thousands except per share amounts)


	Common Stock			Additional Paid-In Capital		Accumulated Other Comprehensive Income (Loss)		Retained Earnings		Total Stockholders' Equity
	Shares	Amount
Balance — April 1, 2021	306,034	$	3,060	$	387,946	$	(41,818)	$	5,882,665	$	6,231,853

Stock issued in connection with employee incentive compensation plans	47	—		(363)		—		—		(363)
Stock-based compensation expense	—	—		2,307		—		—		2,307

Stock repurchase/Treasury stock	—	—		—		—		—		0
Dividends-Common stock, $0.22/share	—	—		—		—		(67,332)		(67,332)

Net income (loss)	—	—		—		—		1,058,202		1,058,202
Other comprehensive income (loss), net of taxes	—	—		—		4,963		—		4,963
Balance — June 30, 2021	306,081	$	3,060	$	389,890	$	(36,855)	$	6,873,535	$	7,229,630

Balance — April 1, 2020	321,118	$	3,211	$	707,384	$	(63,655)	$	4,499,163	$	5,146,103
Tax impact of adoption of ASU 2019-12	—	—		—		—		(382)		(382)
Stock issued in connection with employee incentive compensation plans	29	—		(112)		—		—		(112)
Stock-based compensation expense	—	—		1,113		—		—		1,113
Stock repurchase/Treasury stock	(4,912)	(49)		(83,939)		—		—		(83,988)
Dividends-Common stock, $0.22/share	—	—		—		—		(70,649)		(70,649)
Tax sharing with affiliate	—	—		108		—		—		108

Net income (loss)	—	—		—		—		(96,678)		(96,678)
Other comprehensive income (loss), net of taxes	—	—		—		(50)		—		(50)
Balance — June 30, 2020	316,235	$	3,162	$	624,554	$	(63,705)	$	4,331,454	$	4,895,465

See notes to unaudited condensed consolidated financial statements.

SANTANDER CONSUMER USA HOLDINGS INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF EQUITY

(Unaudited) (In thousands except per share amounts)


	Common Stock			Additional Paid-In Capital		Accumulated Other Comprehensive Income (Loss)		Retained Earnings		Total Stockholders' Equity
	Shares	Amount
Balance — January 1, 2021	306,092	$	3,061	$	393,800	$	(50,566)	$	5,275,666	$	5,621,961


Stock issued in connection with employee incentive compensation plans	347	3		(2,195)		—		—		(2,192)
Stock-based compensation expense	—	—		7,756		—		—		7,756
Stock repurchase/Treasury stock	(358)	(4)		(9,471)		—		—		(9,475)

Dividends-Common stock, $0.66/share	—	—		—		—		(201,988)		(201,988)


Net income (loss)	—	—		—		—		1,799,857		1,799,857
Other comprehensive income (Loss), net of taxes	—	—		—		13,711		—		13,711
Balance — June 30, 2021	306,081	$	3,060	$	389,890	$	(36,855)	$	6,873,535	$	7,229,630

Balance — January 1, 2020	339,202	3,392		1,173,262		(26,693)		6,168,659		7,318,620
Cumulative-effect adjustment upon adoption of ASU 2016-13	—	—		—		—		(1,590,885)		(1,590,885)
Tax impact of adoption of ASU 2019-12	—	—		—		—		(382)		(382)
Stock issued in connection with employee incentive compensation plans	305	3		(1,746)		—		—		(1,743)
Stock-based compensation expense	—	—		5,150		—		—		5,150
Stock repurchase/Treasury stock	(23,272)	(233)		(552,220)		—		—		(552,453)
Dividends-Common stock, $0.44/share	—	—		—		—		(145,273)		(145,273)
Tax sharing with affiliate	—	—		108		—		—		108

Net income	—	—		—		—		(100,665)		(100,665)
Other comprehensive income (loss), net of taxes	—	—		—		(37,012)		—		(37,012)
Balance — June 30, 2020	316,235	$	3,162	$	624,554	$	(63,705)	$	4,331,454	$	4,895,465

See notes to unaudited condensed consolidated financial statements.

SANTANDER CONSUMER USA HOLDINGS INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(Unaudited) (Dollars in thousands)


	For the Six Months Ended June 30,

	2021		2020
Cash flows from operating activities:
Net income (loss)	$	1,799,857	$	(100,665)
Adjustments to reconcile net income to net cash provided by operating activities
Derivative mark to market	(1,348)		9,708
Credit loss expense	(127,542)		1,769,783
Depreciation, amortization and accretion	842,017		1,226,945
Originations and purchases of receivables held for sale	(1,162,802)		(1,637,194)
Proceeds from sales of and collections on retail installment contracts held for sale (a)	1,568,407		63,587

Investment losses, net	12,298		211,008

Stock-based compensation	7,756		5,150
Deferred tax expense/(benefit)	450,403		(34,812)
Net change in:
Revolving personal loans	34,247		(25,598)
Other assets	152,170		(175,220)
Other liabilities	241,575		(120,587)
Net cash provided by operating activities	3,817,038		1,192,105
Cash flows from investing activities:
Originations and purchases of portfolios on finance receivables held for investment	(9,211,622)		(7,335,524)

Collections on finance receivables held for investment	7,668,926		6,010,706
Proceeds from sales of retail installment contracts held for sale, originated as held for investment (b)	2,086,562		512,286
Leased vehicles purchased	(4,280,352)		(3,022,996)
Proceeds from sale of leased vehicles	3,590,432		1,757,528
Manufacturer incentives received	100,832		209,659
Change in revolving personal loans, net	31,121		54,159




Proceeds from repayments and maturities of available-for-sale securities	5,000		0
Purchases of held-to-maturity investment securities	0		(24,040)
Proceeds from repayments and maturities of held-to-maturity securities	20,130		698
Purchases of furniture and equipment	(8,801)		(14,874)
Sales of furniture and equipment	1,378		1



Net cash provided by (used in) investing activities	3,606		(1,852,397)
Cash flows from financing activities:
Proceeds from borrowings and other debt obligations, net of debt issuance costs - $4,065,000 and $7,815,000 from affiliates, respectively	20,395,876		23,961,221
Payments on borrowings and other debt obligations - $(4,615,000) and $(4,265,000) to affiliates, respectively	(23,353,083)		(22,531,448)




Proceeds from stock option exercises, gross	517		409
Shares repurchased	(9,475)		(552,453)
Dividends paid	(201,988)		(145,273)

Net cash provided by (used in) financing activities	(3,168,153)		732,456

(a)Included in this balance is sales proceeds from Bluestem portfolio sale of $608 million for loans originated as held for sale.

(b)Included in this balance is sales proceeds from Bluestem portfolio sale of $188 million for loans originated as held for investment.

SANTANDER CONSUMER USA HOLDINGS INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (Continued)

(Unaudited) (Dollars in thousands)


	For the Six Months Ended June 30,

	2021		2020
Net increase (decrease) in cash and cash equivalents and restricted cash	652,491		72,164
Cash and cash equivalents and restricted cash— Beginning of year	2,330,147		2,161,087
Cash and cash equivalents and restricted cash— End of year	$	2,982,638	$	2,233,251
Supplemental cash flow information:
Cash and cash equivalents	321,976		175,936
Restricted cash	2,660,662		2,057,315
Total cash, cash equivalents and restricted cash	$	2,982,638	$	2,233,251

See notes to unaudited condensed consolidated financial statements.

SANTANDER CONSUMER USA HOLDINGS INC. AND SUBSIDIARIES

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Dollars in thousands, except per share amounts)

(Unaudited)

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

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

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

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

As of June 30, 2021, the Company was owned approximately 80.2% by SHUSA, a subsidiary of Santander, and approximately 19.8% by other shareholders.

On July 2, 2021 the Company announced that it received a non-binding proposal (the “Proposal”) from SHUSA, to acquire all of the outstanding shares of the Company's common stock that are not currently owned by SHUSA at a purchase price of $39.00 per share in cash, subject to conditions set forth in the Proposal (the “Proposed Transaction”). The Board formed an independent special committee (the “Special Committee”), composed of William Rainer, William Muir, and Robert McCarthy and elected William Rainer as its chairperson, to consider the Proposal. The Special Committee has engaged independent financial and legal advisors to assist in its evaluation of the Proposal. There can be no assurance the Proposed Transaction will be completed, or as to the terms of any such transaction.

During the first quarter of 2021, the Company completed the sale of the Bluestem personal lending portfolio to a third party. In addition, the Company executed a forward flow sale agreement with a third party to purchase new advances of all personal lending receivables that the Company purchases from Bluestem through the term of the agreement with Bluestem.

Basis of Presentation

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

These condensed consolidated financial statements have been prepared in accordance with GAAP and pursuant to SEC regulations. In the opinion of management, the accompanying condensed consolidated financial statements reflect all adjustments of a normal and recurring nature necessary for a fair statement of the Consolidated Balance Sheets, Statements of Operations, Statements of Comprehensive Income, Statements of Stockholder's Equity and Statement of Cash Flow for the interim periods indicated, and contain adequate disclosure to make the information presented not misleading. Results of operations for the periods presented herein are not necessarily indicative of results of operations for the entire year. These financial statements should be read in conjunction with the Annual Report of the Company on Form 10-K for the year ended December 31, 2020 (the "2020 Annual Report on Form 10-K").

Use of Estimates

The preparation of condensed consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts in the financial statements and accompanying notes. Actual results could differ from those estimates and those differences may be material. The most significant estimates include the determination of credit loss allowance, fair value measurements, expected end-of-term lease residual values, and income taxes. These estimates, although based on actual historical trends and modeling, may show significant variances over time.

Business Segment Information

The Company has 1 reportable segment, Consumer Finance, which includes the Company’s vehicle financial products and services, including retail installment contracts, vehicle leases, and financial products and services related to recreational vehicles and marine vehicles.

Accounting Policies

There have been no changes in the Company's accounting policies from those disclosed in Part II, Item 8 - Financial Statements and Supplementary Data in the 2020 Annual Report on Form 10-K.

2. Finance Receivables

Held for Investment

Finance receivables held for investment, net is comprised of the following at June 30, 2021 and December 31, 2020:


	June 30, 2021		December 31, 2020
Retail installment contracts, net (a)	$	27,278,329	$	26,975,368
Purchased receivables - credit deteriorated	2,569		6,197


Finance lease receivables (Note 4)	20,728		22,440
Finance receivables held for investment, net	$	27,301,626	$	27,004,005

(a) The Company has elected the fair value option for certain retail installment contracts reported in finance receivables held for investment, net.

As of June 30, 2021 and December 31, 2020, $2,841 and $5,614 of loans were recorded at fair value, respectively (Note 10).

The Company’s held for investment portfolio of retail installment contracts is comprised of the following at June 30, 2021 and December 31, 2020:


	June 30, 2021
	Retail Installment Contracts
	Non-TDR			TDR
Unpaid principal balance	$	28,576,765		$	4,161,892
ACL	(4,299,670)			(1,514,994)

Discount/(premium) (net of subvention and participation)	258,071			(5,123)
Capitalized origination costs and fees	96,897			4,491
Net carrying balance	$	24,632,063		$	2,646,266
ACL as a percentage of unpaid principal balance	15.0		%	36.4		%
ACL and discount as a percentage of unpaid principal balance	14.1		%	36.5		%


	December 31, 2020
	Retail Installment Contracts
	Non-TDR			TDR
Unpaid principal balance	$	28,977,299		$	3,945,040
ACL	(4,792,464)			(1,314,170)

Discount (net of subvention and participation)	66,373			(8,389)
Capitalized origination costs and fees	97,638			4,041
Net carrying balance	$	24,348,846		$	2,626,522
ACL as a percentage of unpaid principal balance	16.5		%	33.3		%
ACL and discount as a percentage of unpaid principal balance	16.3		%	33.5		%

Retail installment contracts

Retail installment contracts are collateralized by vehicle titles, and the Company has the right to repossess the vehicle in the event the consumer defaults on the payment terms of the contract. Most of the Company’s retail installment contracts held for investment are pledged against warehouse lines or securitization bonds (Note 7). Most of the borrowers on the Company’s retail installment contracts held for investment are retail consumers; however, $966,348 and $864,680 of the unpaid principal balance represented fleet contracts with commercial borrowers as of June 30, 2021 and December 31, 2020, respectively.

During the six months ended June 30, 2021 and 2020, the Company originated (including through the SBNA originations program) $8,277,265 and $7,310,275, respectively, in CCAP loans which represented 56% and 62%, respectively, of the total retail installment contract originations (including the SBNA originations program).

As of June 30, 2021, borrowers on the Company’s retail installment contracts held for investment are located in Texas (16%), Florida (11%), California (8%), Georgia (6%) and other states each individually representing less than 5% of the Company’s total portfolio.

Purchased receivables

During the three and six months ended June 30, 2021 and 2020, the Company did 0t acquire any vehicle loan portfolios from third party lenders.

During the three and six months ended June 30, 2021 and 2020, the Company recognized certain retail installment contracts with an unpaid principal balance of 0, 0, 0 and $76,878, respectively, held by non-consolidated securitization Trusts, under optional clean-up calls (Note 6). Following the initial recognition of these loans at fair value, the performing loans in the portfolio are carried at amortized cost, net of allowance for credit losses. The Company elected the fair value option for all non-performing loans acquired (more than 60 days delinquent as of the re-recognition date), for which it was probable that not all contractually required payments would be collected (Note 10).

Held for Sale

The carrying value of the Company’s finance receivables held for sale, net is comprised of the following at June 30, 2021 and December 31, 2020:


	June 30, 2021		December 31, 2020
Retail installment contracts acquired individually	$	391,209	$	674,048

Personal loans (a)	0		893,479

(a) On March 31, 2021, the Company sold the personal lending portfolio. Refer to Note 1 – “Description of Business, Basis of Presentation, and Accounting Principles” to these Condensed Consolidated Financial Statements for more information.

Sales of retail installment contracts, personal loans to third parties and proceeds from sales of charged-off assets for the three and six months ended June 30, 2021 and 2020 were as follows:


	Three Months Ended				Six Months Ended

	June 30, 2021		June 30, 2020		June 30, 2021		June 30, 2020
Sales of retail installment contracts to third parties	$	309,784	$	512,286	$	2,690,569	$	512,286
Sales of Personal Loans to third parties	0		0		1,253,746		0

Proceeds from sales of charged-off assets to third parties	13,901		0		13,901		20,875

3. Allowance for Credit Loss and Credit Quality

Allowance for Credit Loss

The Company maintains an ACL on the retail installment contracts held for investment, excluding those loans measured at fair value in accordance with applicable accounting standards. The Company maintains an expected ACL for receivables from dealers based on risk ratings and individually evaluates loans for specific impairment as necessary. As of June 30, 2021, there is no ACL on receivables from dealers as the portfolio has a zero balance. As of June 30, 2020, the ACL for receivables from dealers was comprised entirely of general allowance as none of these receivables have been determined to be individually impaired. The Company estimates losses on the finance lease receivable portfolio based on delinquency status, loss experience to date, future expectation of losses as well as various economic factors.

Retail installment contracts

The activity in the ACL for the retail installment contracts for the three and six months ended June 30, 2021 and 2020 was as follows:



	Three Months Ended
	June 30, 2021				June 30, 2020
	Retail Installment Contracts
	Non-TDR		TDR		Non-TDR		TDR

Balance — beginning of period	$	4,662,633	$	1,338,708	$	4,482,663	$	973,236

Credit loss expense (benefit)	(481,217)		215,318		744,511		116,419
Charge-offs (a)	(342,030)		(190,511)		(721,218)		(127,617)
Recoveries	460,284		151,479		312,231		75,590

Balance — end of period	$	4,299,670	$	1,514,994	$	4,818,187	$	1,037,628



	Six Months Ended
	June 30, 2021				June 30, 2020
	Retail Installment Contracts
	Non-TDR		TDR		Non-TDR		TDR

Balance — beginning of period	$	4,792,464	$	1,314,170	$	2,123,878	$	914,718
Day 1 - Adjustment to allowance for adoption of CECL standard	0		0		2,030,473		71,833
Credit loss expense (benefit)	(441,158)		314,040		1,501,704		267,268
Charge-offs (a)	(928,823)		(392,972)		(1,620,768)		(417,184)
Recoveries	877,187		279,756		782,900		200,993

Balance — end of period	$	4,299,670	$	1,514,994	$	4,818,187	$	1,037,628

(a) Charge-offs decreased significantly, primarily driven by macro-economic improvements and lower delinquencies. Additionally, Charge-offs for retail installment contracts includes partial write-down of loans to the collateral value less estimated costs to sell, for which a bankruptcy notice was received. There is no additional ACL on these loans.

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

The Company estimates current expected credit losses based on prospective information as well as account level models based on historical data. Unemployment, HPI, and used vehicle index growth rates, along with loan level characteristics, are the key inputs used in the models for prediction of the likelihood that the borrower will default in the forecasted period (the probability of default). The used vehicle index is also used to estimate the loss in the event of default.

The Company has determined the reasonable and supportable period to be three years at which time economic forecasts generally tend to revert to historical averages. The Company utilizes qualitative factors to capture any additional risks that may not be captured in either the economic forecasts or in the historical data, including consideration of the current levels of delinquency and used vehicle prices.

The Company generally uses a third-party vendor's consensus baseline macroeconomic scenario for the quantitative estimate and additional positive and negative macroeconomic scenarios to make a qualitative adjustment for macroeconomic uncertainty, and considers adjustments to macroeconomic inputs and outputs based on market volatility. The scenarios used are periodically updated with weightings assigned by management and approved through established committee governance.

The Company’s ACL decreased $0.2 billion and $0.3 billion for the three and six months ended June 30, 2021. The decrease was primarily due to an improved macroeconomic outlook and a decrease of lifetime expected credit losses for non-TDR loans mainly due to credit quality and performance.

Other portfolios

The ACL for the period end and its activity for the finance lease receivable portfolio and purchased receivable portfolio-credit deteriorated, for the three and six months ended June 30, 2021 and 2020, was insignificant.

Delinquencies

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

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

A summary of delinquencies as of June 30, 2021, and December 31, 2020 is as follows:


	June 30, 2021
	Finance Receivables Held for Investment
	Retail Installment Contract Loans		Purchased Receivables Portfolios - credit deteriorated		Total		Percent

Amortized cost, 30-59 days past due	$	1,816,384	$	589	$	1,816,973	5.5	%
Amortized cost over 59 days	791,144		421		791,565		2.4	%
Total delinquent balance at amortized cost (a)	$	2,607,528	$	1,010	$	2,608,538	7.9	%

(a) The amount of accrued interest excluded from the disclosed amortized cost table is $58,889.


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

Amortized cost, 30-59 days past due	$	1,971,766	$	687	$	1,972,453	6.0	%
Amortized cost over 59 days	1,038,869		441		1,039,310		3.1	%
Total delinquent balance at amortized cost (a)	$	3,010,635	$	1,128	$	3,011,763	9.1	%

(a) The amount of accrued interest excluded from the disclosed amortized cost table is $73,794.

On March 31, 2021, the Company sold the personal lending portfolio. Refer to Note 1 – “Description of Business, Basis of Presentation, and Accounting Principles” to these Condensed Consolidated Financial Statements for more information. The unpaid principal balance on revolving personal loans 90 days past due and still accruing totaled $78,880 as of December 31, 2020.

Non-Accrual Loans for Retail Installment Contracts

The amortized cost basis of financial instruments that are either non-accrual with related expected credit loss or non-accrual without related expected credit loss for retail installment contracts is as follows:


	June 30, 2021
	Non-accrual loans		Non-accrual loans with no allowance (a)		Interest income recognized on nonaccrual loans (YTD)		Non-accrual loans as a percent of total amortized cost
Non-TDR	$	585,677	$	148,965	$	30,071	1.8	%
TDR	318,933		45,766		16,641		1.0	%
Total non-accrual loans	$	904,610	$	194,731	$	46,712	2.8	%


	December 31, 2020
	Non-accrual loans		Non-accrual loans with no allowance (a)		Interest income recognized on nonaccrual loans (YTD)		Non-accrual loans as a percent of total amortized cost
Non-TDR	$	748,026	$	145,287	$	72,926	2.3	%
TDR	385,021		46,498		35,620		1.2	%
Total nonaccrual loans	$	1,133,047	$	191,785	$	108,546	3.5	%

(a) These represent loans for which a bankruptcy notice was received and that have been partially written down to the collateral value less estimated costs to sell. Accordingly, there is no additional ACL on these loans.

Delinquent balances and nonaccrual balances are lower as of June 30, 2021 compared to December 31, 2020 primarily due to government stimulus payments and tax refunds provided to customers.

Credit Quality Indicators

FICO® Distribution (determined at origination) — Amortized Cost Basis (in millions) by Origination Year for Retail Installment Contacts


															Total
June 30,	2021		2020		2019		2018		2017		2016		Prior		Amount		%

No-FICO®s	1,224		1,358		859		394		332		147		73		4,387		13.3%
<540	1,164		1,477		1,083		701		335		184		162		5,106		15.4%
540-599	3,155		3,478		2,340		1,322		491		288		207		11,281		34.1%
600-639	2,036		2,117		1,372		732		238		149		90		6,734		20.3%
>=640 (a)	1,705		1,918		999		597		184		116		66		5,585		16.9%
Total (b)	$	9,284	$	10,348	$	6,653	$	3,746	$	1,580	$	884	$	598	$	33,093	100.00%

(a) Beginning in 2021, loans with FICO score of 640 are disclosed in the >=640 category.

(b) The amount of accrued interest excluded from the disclosed amortized cost table is $348 million.


															Total
December 31,	2020		2019		2018		2017		2016		2015		Prior		Amount		%

No-FICO®s	1,760		1,151		530		501		247		128		26		4,343		13.1%
<540	1,789		1,370		913		454		263		186		90		5,065		15.3%
540-599	4,269		3,005		1,736		673		423		264		96		10,466		31.7%
600-639	2,759		1,838		990		335		230		126		47		6,325		19.1%
>640 (a)	4,040		1,411		810		265		200		124		33		6,883		20.8%
Total (b)	$	14,617	$	8,775	$	4,979	$	2,228	$	1,363	$	828	$	292	$	33,082	100.0%

(a) As of December 31, 2020, loans with FICO score of 640 were included in the 600-639 category.

(b) The amount of accrued interest excluded from the disclosed amortized cost table is $416 million.

Troubled Debt Restructurings

In certain circumstances, the Company modifies the terms of its finance receivables to financially troubled borrowers. Modifications may include a temporary reduction in monthly payment, reduction in interest rate, an extension of the maturity date, rescheduling of future cash flows, or a combination thereof. A modification of finance receivable terms is considered a TDR if the Company grants a concession to a borrower for economic or legal reasons related to the debtor’s financial difficulties that would not otherwise have been considered. The purchased receivables portfolio - credit deteriorated, operating and finance leases, and loans held for sale are excluded from the scope of the applicable guidance. The Company’s TDR balance as of June 30, 2021 and December 31, 2020 primarily consisted of loans that

had been deferred or modified to receive a temporary reduction in monthly payment. As of June 30, 2021 and December 31, 2020, there were 0 receivables from dealers classified as a TDR.

For loans not classified as TDRs, the Company generally estimates an appropriate allowance for credit losses based on delinquency status, the Company’s historical loss experience, estimated values of underlying collateral, and various economic factors. Once a loan has been classified as a TDR, it is generally assessed for impairment based on the present value of expected future cash flows discounted at the loan’s original effective interest rate considering available evidence. For loans that are considered collateral-dependent, such as certain bankruptcy modifications, impairment is measured based on the fair value of the collateral, less its estimated cost to sell.

A loan that has been classified as a TDR remains so until the loan is liquidated through payoff or charge-off. The recognition of interest income on TDR loans reflects management’s best estimate of the amount that is reasonably assured of collection and is consistent with the estimate of future cash flows used in the impairment measurement. Any accrued but unpaid interest is fully reserved through the recognition of additional impairment, if not expected to be collected.

The table below presents the Company’s amortized cost of TDRs as of June 30, 2021 and December 31, 2020:


	June 30, 2021		December 31, 2020

	Retail Installment Contracts
Amortized Cost (including accrued interest) (a)	$	4,210,211	$	4,011,780
Impairment	(1,514,994)		(1,314,170)
Amortized cost including accrued interest, net of impairment	$	2,695,217	$	2,697,610

(a) As of June 30, 2021, this balance excludes $60.5 million of collateral-dependent bankruptcy TDRs that have been written down by $14.8 million to fair value less cost to sell. As of December 31, 2020, this balance excludes $67.9 million of collateral-dependent bankruptcy TDRs that have been written down by $21.4 million to fair value less cost to sell.

A summary of the amortized cost of the Company’s delinquent TDRs at June 30, 2021 and December 31, 2020 is as follows:


	June 30, 2021		December 31, 2020

	Retail Installment Contracts

30-59 days past due	$	670,680	$	637,560
Delinquent balance over 59 days	308,503		344,776
Total delinquent TDRs	$	979,183	$	982,336

Average amortized cost and interest income recognized on TDR loans are as follows:



	Three Months Ended				Six Months Ended
	June 30, 2021		June 30, 2020		June 30, 2021		June 30, 2020
	Retail Installment Contracts				Retail Installment Contracts
Average amortized cost (including accrued interest)	$	4,364,132	$	3,759,022	$	4,262,180	$	3,801,801
Interest income recognized	213,835		135,768		423,115		292,006

The following table summarizes the financial effects, excluding impacts related to credit loss allowance and impairment, of TDRs that occurred for the three and six months ended June 30, 2021 and 2020:



	Three Months Ended				Six Months Ended
	June 30, 2021		June 30, 2020		June 30, 2021		June 30, 2020
	Retail Installment Contracts				Retail Installment Contracts
Amortized cost (including accrued interest) before TDR	$	204,035	$	905,143	$	1,106,179	$	1,082,358
Amortized cost (including accrued interest) after TDR (a)	204,671		920,850		1,112,578		1,098,453
Number of contracts (not in thousands)	11,100		45,340		55,291		55,166

(a) excluding collateral-dependent bankruptcy TDRs

A TDR is considered to be in default at charge-off. For retail installment contracts, charge-off is at the earlier of the date of repossession or 120 days past due. Loan restructurings accounted for as TDRs within the previous twelve months that subsequently defaulted during the three and six months ended June 30, 2021 and 2020 are summarized in

the following table:



	Three Months Ended				Six Months Ended
	June 30, 2021		June 30, 2020		June 30, 2021		June 30, 2020
	Retail Installment Contracts				Retail Installment Contracts
Amortized cost (including accrued interest) in TDRs that subsequently defaulted (a)`	$	82,476	$	31,534	$	192,655	$	100,868
Number of contracts (not in thousands)	4,135		2,003		9,772		6,088

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

4. Leases (SC as Lessor)

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

For modified or extended leases, income continues to accrue during the extension period and remaining lease payments are recorded on a straight-line basis over the modified lease term.

Operating Leases

Leased vehicles, net, which is comprised of leases originated under the MPLFA, consisted of the following as of June 30, 2021 and December 31, 2020:


	June 30, 2021		December 31, 2020
Leased vehicles	$	21,085,807	$	22,056,063
Less: accumulated depreciation	(4,249,968)		(4,796,595)
Depreciated net capitalized cost	16,835,839		17,259,468
Manufacturer subvention payments, net of accretion	(813,508)		(934,381)
Origination fees and other costs	97,720		66,020
Net book value	$	16,120,051	$	16,391,107

The following summarizes the maturity analysis of lease payments due to the Company as lessor under operating leases as of June 30, 2021:



Remainder of 2021	$	1,564,223
2022	1,932,353
2023	1,151,719
2024	153,851
2025	8,519
Thereafter	813
Total	$	4,811,478

Finance Leases

Certain leases originated by the Company are accounted for as direct financing leases, as the contractual residual values are nominal amounts. Finance lease receivables, net consisted of the following as of June 30, 2021 and December 31, 2020:


	June 30, 2021		December 31, 2020
Gross investment in finance leases	$	32,881	$	34,461
Origination fees and other	296		289
Less: unearned income	(8,731)		(8,311)
Net investment in finance leases before allowance	24,446		26,439
Less: allowance for lease losses (a)	(3,718)		(3,999)
Net investment in finance leases	$	20,728	$	22,440

The following summarizes the maturity analysis of lease payments due to the Company, as lessor, under finance leases as of June 30, 2021:



Remainder of 2021	$	5,224
2022	9,545
2023	8,017
2024	5,863
2025	3,432
Thereafter	800
Total	$	32,881

5. Other Assets

Other assets were comprised as follows:


	June 30, 2021		December 31, 2020
Vehicles (a)	$	304,889	$	311,557
Manufacturer subvention payments receivable (b)	38,876		57,996
Upfront fee (b)	54,439		69,286
Derivative assets at fair value (c)	17,571		4,740
Derivative - collateral	77,494		92,132
Operating leases (Right-of-use-assets)	47,567		46,441
Available-for-sale debt securities	90,642		95,654
Held-to-maturity debt securities (d)	115,736		44,875
Equity securities not held for trading	3,157		1,380
Prepaids	44,946		45,667
Accounts receivable	52,853		34,607
Federal and State tax receivable	1,396		99,666
Other	42,464		68,725
Other assets	$	892,030	$	972,726

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

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

(c)Derivative assets at fair value represent the gross amount of derivatives presented in the condensed consolidated financial statements. Refer to Note 9 - "Derivative Financial Instruments" to these Condensed Consolidated Financial Statements for the detail of these amounts.

(d)Held-to-maturity debt securities includes accrued interest as of June 30, 2021.

Operating Leases (SC as Lessee)

The Company has entered into various operating leases, primarily for office space. Operating leases are included within other assets as operating lease ROU assets and other liabilities within our condensed consolidated balance sheets. ROU assets represent our right to use an underlying asset for the lease term and lease liabilities represent our obligation to make lease payments arising from the lease.

Most of our real estate leases include one or more options to renew, with renewal terms that can extend the lease term from one year to 15 years or more. The exercise of lease renewal options is at our sole discretion. The Company does not include any of the renewal options in the lease term as it is not reasonably certain that these options will be exercised.

Supplemental information relating to these operating leases is as follows:


	June 30, 2021			December 31, 2020
Operating leases-right of use assets	$	47,567		$	46,441
Other liabilities	64,480			64,927
Weighted average lease term	4.7			5.5
Weighted average discount rate	3.2		%	3.4		%

Lease expense incurred totaled $3,225 and $3,545 for the three months ended June 30, 2021 and 2020, respectively, and $6,492 and $7,107 for the six months ended June 30, 2021 and 2020, respectively and is included within “other operating costs” in the income statement. Leases with an initial term of 12 months or less are not recorded on the balance sheet; we recognize lease expense for these leases on a straight-line basis over the lease term. Cash paid for amounts included in the measurement of operating lease liabilities was $8,631 and $8,582 during the six months ended June 30, 2021 and 2020, respectively.

The maturity of lease liabilities at June 30, 2021 are as follows:


	June 30, 2021
2021	$	8,298
2022	16,236
2023	12,762
2024	12,701
2025	12,765
Thereafter	6,925
Total	$	69,687
Less: Interest	(5,207)
Present value of lease liabilities	$	64,480

Available-for-sale and Held-to-maturity debt securities

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

Debt securities that the Company has the positive intent and ability to hold until maturity are classified as HTM securities. HTM securities are reported at cost and adjusted for payments, charge-offs, amortization of premium and accretion of discount. These securities are used to meet risk retention requirements under regulatory rules.

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

The following tables present the amortized cost, gross unrealized gains and losses and approximate fair values of debt securities available-for-sale and held-to-maturity debt securities:


	June 30, 2021
	Amortized cost (before unrealized gains / losses)		Gross Unrealized gain		Gross Unrealized loss		Fair value
Available-for-sale debt securities (US Treasury securities)	$	88,989	$	1,653	$	0	$	90,642
Held-to-maturity debt securities (Asset-Backed Notes)	$	115,672	$	642	$	0	$	116,314

Contractual Maturities

The contractual maturities of available-for-sale and held-to-maturity debt instruments are summarized in the following table:


	June 30, 2021
	Available-for-sale debt securities				Held-to-maturity debt securities
	Amortized cost		Fair value		Amortized cost		Fair value
Due within one year	$	50,774	$	51,412	$	0	$	0
Due after one year but within 5 years	38,215		39,230		55,115		55,461
Due after 5 year but within 10 years	0		0		60,557		60,853
Total	$	88,989	$	90,642	$	115,672	$	116,314

There were no transfers of securities between available-for-sale and held-to-maturity periods ended June 30, 2021 or December 31, 2020.

The Company did not record an allowance for credit-related losses on available-for-sale and held-to-maturity securities at June 30, 2021 or December 31, 2020. As discussed in Part II, Item 8 – Financial Statements and Supplementary Data (Note 1) in the 2020 Annual Report on Form 10-K, there is no reserve for securities for which management has an expectation that nonpayment of the amortized cost basis is zero.

Other Investments

Other investments includes equity securities not held for trading. The Company generally retains 5% of the investments created in its off-balance sheet securitization to meet regulatory risk retention requirements. Equity securities are measured at fair value as of June 30, 2021 for $3,157, with changes in fair value recognized in net income.

6. Variable Interest Entities

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

For further description of the Company’s securitization activities, involvement with VIEs and accounting policies regarding consolidation of VIEs, see Part II, Item 8 – Financial Statements and Supplementary Data (Note 7) in the 2020 Annual Report on Form 10-K.

On-balance sheet variable interest entities

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



	June 30, 2021		December 31, 2020
Assets
Restricted cash	$	1,977,541	$	1,737,021
Finance receivables held for sale, net	269,168		581,938
Finance receivables held for investment, net	21,773,401		22,572,549
Leased vehicles, net	16,120,051		16,391,107
Various other assets	777,437		791,306
Total assets	$	40,917,598	$	42,073,921
Liabilities
Notes payable	$	29,589,557	$	31,700,709
Various other liabilities	23,707		84,922
Total liabilities	$	29,613,264	$	31,785,631

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

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

As of June 30, 2021 and December 31, 2020, the Company was servicing $26,320,450 and $27,658,182, respectively, of gross retail installment contracts that had been transferred to consolidated Trusts. The remainder of the Company’s retail installment contracts remain unpledged.

A summary of the cash flows received from consolidated securitization Trusts during the three and six months ended June 30, 2021 and 2020, is as follows:


	Three Months Ended				Six Months Ended

	June 30, 2021		June 30, 2020		June 30, 2021		June 30, 2020

Assets securitized	$	7,238,608	$	3,887,075	$	11,361,659	$	10,562,806

Net proceeds from new securitizations (a)	$	5,990,485	$	2,932,117	$	9,576,609	$	6,808,647
Net proceeds from retained bonds	132,186		1,526		195,967		55,993
Cash received for servicing fees (b)	230,408		246,545		458,595		493,288
Net distributions from Trusts (b)	1,903,257		621,708		3,043,634		1,557,381
Total cash received from Trusts	$	8,256,336	$	3,801,896	$	13,274,805	$	8,915,309

(a)Includes additional advances on existing securitizations.

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

Off-balance sheet variable interest entities

During the six months ended June 30, 2021 and 2020, the Company sold $1,891,278 and $512,286 respectively, of gross retail installment contracts to third party investors in off-balance sheet securitizations for a gain of $7,233 and a loss of $26,884, respectively. Gains and losses are recorded in investment gains, net, in the accompanying condensed consolidated statements of income.

As of June 30, 2021 and December 31, 2020, the Company was servicing $3,225,176 and $2,226,786, respectively, of gross retail installment contracts that have been sold in off-balance sheet securitizations and were subject to an optional clean-up call. The portfolio was comprised as follows:


	June 30, 2021		December 31, 2020


Related party SPAIN serviced securitizations	$	840,143	$	1,214,644
Third party SCART serviced securitizations	2,338,472		929,429
Third party CCAP serviced securitizations	46,561		82,713
Total serviced for others portfolio	$	3,225,176	$	2,226,786

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

A summary of the cash flows received from off-balance sheet securitization Trusts for the three and six months ended June 30, 2021 and 2020, is as follows:



	Three Months Ended				Six Months Ended

	June 30, 2021		June 30, 2020		June 30, 2021		June 30, 2020
Receivables securitized (a)	$	0	$	512,286	$	1,891,278	$	512,286

Net proceeds from new securitizations	0		460,086		1,779,532		460,086
Cash received for servicing fees	9,294		5,079		16,021		11,258
Total cash received from securitization trusts	9,294		465,165		$	1,795,553	$	471,344

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

7. Debt


Total borrowings and other debt obligations as of June 30, 2021 and December 31, 2020 consists of:
	June 30, 2021		December 31, 2020
Notes Payable — Facilities with Third Parties	$	761,045	$	4,159,955
Notes Payable — Secured Structured Financings	27,191,597		26,177,401

Notes Payable — Facilities with Santander and Related Subsidiaries (a)	10,250,000		10,801,318
	$	38,202,642	$	41,138,674

Notes Payable - Credit Facilities

The following table presents information regarding the Company’s credit facilities as of June 30, 2021 and December 31, 2020:


	June 30, 2021
	Maturity Date(s)	Utilized Balance		Committed Amount		Effective Rate	Assets Pledged		Restricted Cash Pledged
Facilities with third parties:
Warehouse line	June 2023	$	0	$	500,000	0%	$	257,653	$	0
Warehouse line	March 2023	61,045		1,250,000		1.49%	642,823		1
Warehouse line	October 2022	0		1,500,000		0%	352,012		0
Warehouse line	October 2022	0		3,500,000		10.64%	356,412		0
Warehouse line	October 2022	0		500,000		0%	20,859		500
Warehouse line	October 2022	0		2,100,000		0%	464,045		64
Warehouse line	January 2023	700,000		1,000,000		1.29%	1,408,652		0
Warehouse line	November 2022	0		500,000		0%	326,272		0
Warehouse line	July 2022	0		900,000		0%	0		1,684
Total facilities with third parties		761,045		11,750,000			3,828,728		2,249
Facilities with Santander and related subsidiaries:
Promissory Note	December 2021	250,000		250,000		3.70%	0		0
Promissory Note	December 2022	250,000		250,000		3.95%	0		0
Promissory Note	December 2023	250,000		250,000		5.25%	0		0
Promissory Note	December 2022	250,000		250,000		5.00%	0		0
Promissory Note	May 2023	350,000		350,000		3.80%	0		0
Promissory Note	November 2022	400,000		400,000		3.00%	0		0
Promissory Note	April 2023	450,000		450,000		6.13%	0		0
Promissory Note	June 2022	500,000		500,000		3.30%	0		0
Promissory Note	July 2024	500,000		500,000		3.90%	0		0
Promissory Note	March 2022	650,000		650,000		4.20%	0		0
Promissory Note	August 2021	650,000		650,000		3.44%	0		0
Promissory Note	September 2023	750,000		750,000		3.28%	0		0
Promissory Note	May 2025	1,000,000		1,000,000		3.99%	0		0
Promissory Note	June 2022	2,000,000		2,000,000		1.34%	0		0
Promissory Note	September 2022	2,000,000		2,000,000		1.04%	0		0
Line of credit	July 2021	0		500,000		2.10%	0		0
Line of credit	March 2023	0		2,500,000		3.30%	0		0
Total facilities with Santander and related subsidiaries		10,250,000		13,250,000			0		0
Total revolving credit facilities		$	11,011,045	$	25,000,000		$	3,828,728	$	2,249

(a) In 2017, the Company entered into an interest rate swap to hedge the interest rate risk on this fixed rate debt. This derivative was designated as fair value hedge at inception. This derivative was later terminated and the unamortized fair value hedge adjustment as of June 30, 2021 and December 31, 2020 was 0 and $1.3 million, respectively, the amortization of which reduced interest expense over the life of the fixed rate debt.


	December 31, 2020
	Maturity Date(s)	Utilized Balance		Committed Amount		Effective Rate	Assets Pledged		Restricted Cash Pledged
Facilities with third parties:
Warehouse line	August 2022	$	0	$	500,000	1.50%	$	159,348	$	0
Warehouse line	March 2022	942,845		1,250,000		1.34%	1,621,206		1
Warehouse line	October 2022	1,000,600		1,500,000		1.85%	639,875		0
Warehouse line	October 2022	441,143		3,500,000		3.45%	2,057,758		0
Warehouse line	October 2022	168,300		500,000		3.07%	243,649		1,201
Warehouse line	October 2022	845,800		2,100,000		3.29%	1,156,885		0
Warehouse line	January 2022	415,700		1,000,000		1.81%	595,518		0
Warehouse line	November 2022	177,600		500,000		1.18%	371,959		0
Warehouse line	July 2022	0		900,000		1.46%	0		1,684
Repurchase facility	January 2021	167,967		167,967		1.64%	217,200		0

Total facilities with third parties		4,159,955		11,917,967			7,063,398		2,886
Facilities with Santander and related subsidiaries:
Promissory Note	December 2021	250,000		250,000		3.70%	0		0
Promissory Note	December 2022	250,000		250,000		3.95%	0		0
Promissory Note	December 2023	250,000		250,000		5.25%	0		0
Promissory Note	December 2022	250,000		250,000		5.00%	0		0
Promissory Note	May 2021	250,000		250,000		2.25%	0		0
Promissory Note	March 2021	300,000		300,000		3.95%	0		0
Promissory Note	May 2023	350,000		350,000		3.80%	0		0
Promissory Note	November 2022	400,000		400,000		3.00%	0		0
Promissory Note	April 2023	450,000		450,000		6.13%	0		0
Promissory Note	June 2022	500,000		500,000		3.30%	0		0
Promissory Note	July 2024	500,000		500,000		3.90%	0		0
Promissory Note	March 2022	650,000		650,000		4.20%	0		0
Promissory Note	August 2021	650,000		650,000		3.44%	0		0
Promissory Note	September 2023	750,000		750,000		3.27%	0		0
Promissory Note	May 2025	1,000,000		1,000,000		3.99%	0		0
Promissory Note	June 2022	2,000,000		2,000,000		1.40%	0		0
Promissory Note	September 2022	2,000,000		2,000,000		1.04%	0		0
Line of credit	July 2021	0		500,000		2.19%	0		0
Line of credit	March 2022	0		2,500,000		3.34%	0		0
Total facilities with Santander and related subsidiaries		10,800,000		13,800,000			0		0
Total revolving credit facilities		14,959,955		25,717,967			7,063,398		2,886

Notes Payable - Facilities with Third Parties

The warehouse lines and repurchase facilities are fully collateralized by a designated portion of the Company’s retail installment contracts (Note 2), leased vehicles (Note 4), securitization notes payables and residuals retained by the Company.

Facilities with Santander and Related Subsidiaries

Lines of Credit

SHUSA provides the Company with $500,000 of committed revolving credit and $2,500,000 of contingent liquidity that can be drawn on an unsecured basis.

Promissory Notes

SHUSA provides the Company with $6,250,000 of unsecured promissory notes.

Santander provides the Company with $4,000,000 of unsecured promissory notes.

Notes Payable - Secured Structured Financings

The following table presents information regarding secured structured financings as of June 30, 2021 and December 31, 2020:


	June 30, 2021
	Estimated Maturity Date(s) at Issuance	Balance		Initial Note Amounts Issued (d)		Initial Weighted Average Interest Rate	Collateral (b)		Restricted Cash
2017 Securitizations	July 2022 - September 2024	476,322		5,137,510		1.35% - 2.52%	829,908		125,501
2018 Securitizations	February 2024 - April 2026	1,823,831		11,000,280		2.41% - 3.42%	2,940,950		321,561
2019 Securitizations	May 2024 - February 2027	5,095,697		11,924,720		2.08% - 3.34%	6,707,597		565,785
2020 Securitizations	November 2024 - May 2028	6,506,638		10,028,425		0.60% - 2.73%	8,269,593		609,700
2021 Securitizations	November 2025 - January 2029	8,136,579		8,796,820		0.50% - 0.65%	9,437,490		336,411
Public Securitizations (a)		22,039,067		46,887,755			28,185,538		1,958,958
2013 Private issuances	July 2024 - September 2024	340,578		1,537,025		1.28%	1,248,507		751
2018 Private issuances	June 2022 - April 2024	1,738,648		2,200,002		2.42% - 3.17%	2,458,541		0
2019 Private issuance	September 2022 - November 2026	1,990,776		3,524,536		2.45% - 3.90%	2,818,356		10,682
2020 Private issuance	April 2024 - December 2027	1,082,528		1,500,000		1.29% - 2.68%	1,488,621		4,902

Privately issued amortizing notes (c)		5,152,530		8,761,563			8,014,025		16,335
Total secured structured financings		$	27,191,597	$	55,649,318		$	36,199,563	$	1,975,293

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

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

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

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


	December 31, 2020
	Estimated Maturity Date(s) at Issuance	Balance		Initial Note Amounts Issued		Initial Weighted Average Interest Rate	Collateral		Restricted Cash
2016 Securitizations	August 2022 - March 2024	$	259,078	$	2,519,810	1.63% - 2.34%	$	354,985	$	85,041
2017 Securitizations	July 2022 - September 2024	1,049,867		8,262,940		1.35% - 2.52%	1,661,845		211,606
2018 Securitizations	May 2022 - April 2026	2,723,099		12,039,840		2.41% - 3.42%	4,130,936		376,246
2019 Securitizations	May 2024 - February 2027	6,653,226		11,924,720		2.08% - 3.34%	8,582,241		488,546
2020 Securitizations	November 2024 - May 2028	8,256,890		10,028,425		0.60% - 2.73%	10,292,570		548,912
Public Securitizations		18,942,160		44,775,735			25,022,577		1,710,351
2013 Private issuances	July 2024 - September 2024	777,210		1,537,025		1.28%	1,843,443		751
2018 Private issuances	June 2022 - April 2024	2,768,145		4,186,002		2.42%- 3.53%	4,223,567		7,675
2019 Private issuance	September 2022 - November 2026	2,584,974		3,524,536		2.45% - 3.90%	3,632,833		10,457
2020 Private issuance	April 2024 - December 2027	1,104,912		1,500,000		1.29% - 2.68%	1,532,280		4,902
Privately issued amortizing notes		7,235,241		10,747,563			11,232,123		23,785
Total secured structured financings		$	26,177,401	$	55,523,298		$	36,254,700	$	1,734,136

Most of the Company’s secured structured financings are in the form of public, SEC-registered securitizations. The Company also executes private securitizations under Rule 144A of the Securities Act and periodically issues private term amortizing notes, which are structured similarly to securitizations but are acquired by banks and conduits. The Company’s securitizations and private issuances are collateralized by vehicle retail installment contracts and loans or leases. As of June 30, 2021 and December 31, 2020, the Company had private issuances of notes backed by vehicle leases totaling $8.0 billion and $8.7 billion, respectively.

Unamortized debt issuance costs are amortized as interest expense over the terms of the related notes payable using the effective interest method and are classified as a discount to the related recorded debt balance. Amortized debt issuance costs were $5,851 and $8,683 for the three months ended June 30, 2021 and 2020, respectively, and $23,887 and $18,036 for the six months ended June 30, 2021 and 2020, respectively. For securitizations, the term takes into consideration the expected execution of the contractual call option, if applicable. Amortization of premium or accretion of discount on notes payable is also included in interest expense using the effective interest method over the estimated remaining life of the notes. Total interest expense on secured structured financings for the three months ended June 30, 2021 and 2020 was $116,143 and $173,069, respectively, and for the six months ended June 30, 2021 and 2020 was $238,657 and $371,532, respectively.

8. Shareholders’ Equity

Share Repurchases

In June 2019, the Company announced that the Board had authorized purchases by the Company of up to $1.1 billion, excluding commissions, of its outstanding common stock effective from the third quarter of 2019 through the end of the second quarter of 2020. During the three months ended March 31, 2020, the Company purchased shares of its common stock through a modified Dutch Auction Tender Offer, and extended the share repurchase program through the end of the third quarter of 2020.

On July 31, 2020, the Company announced that SHUSA’s request for certain exceptions to the Federal Reserve Board’s interim policy (the “Interim Policy”), prohibiting share repurchases (other than repurchases relating to issuances of common stock under employee stock ownership plans) and limiting dividends paid by certain CCAR institutions to the average trailing four quarters of net income, had been approved. Such exception approval permitted the Company to continue its share repurchase program through the end of the third quarter of 2020. On August 10, 2020, the Company announced that it had substantially exhausted the amount of shares the Company was permitted to

repurchase under the exception approval and that the Company expected to repurchase an immaterial number of shares remaining under the exception approval.

Subsequently, the Federal Reserve Board extended the Interim Policy through the second quarter of 2021. As a result of the extension of the Interim Policy, the Company, consistent with the Interim Policy, could repurchase only a number of shares of the Company’s common stock equal to the amount of share issuances related to the Company’s expensed employee compensation through the second quarter of 2021.

Please find below the details of the Company's tender offer and other share repurchase programs for the three and six months ended June 30, 2021 and 2020:


	Three Months Ended				Six Months Ended

	June 30, 2021		June 30, 2020		June 30, 2021		June 30, 2020
Tender offer (a):
Number of shares purchased	0		0		0		17,514,707
Average price per share	$	0	$	0	$	0	$	26.00
Cost of shares purchased (b)	$	0	$	0	$	0	$	455,382

Other share repurchases:
Number of shares purchased	0		4,911,300		357,747		5,757,761
Average price per share	$	0	$	17.08	$	26.46	$	16.60
Cost of shares purchased (b)	$	0	$	83,890	$	9,468	$	95,590

Total number of shares purchased	0		4,911,300		357,747		23,272,468
Average price per share	$	0	$	17.08	$	26.46	$	23.67
Total cost of shares purchased (b)	$	0	$	83,890	$	9,468	$	550,972

(a) During the three months ended March 31, 2020, the Company purchased shares of its common stock through a modified Dutch Auction Tender Offer.

(b) Cost of shares exclude commissions

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

Treasury Stock

The Company had 57,425,382 and 57,067,635 shares of treasury stock outstanding, with a cost of $1,311,339 and $1,301,864 as of June 30, 2021 and December 31, 2020, respectively. NaN shares were withheld to cover income taxes related to stock issued in connection with employee incentive compensation plans for the six months ended June 30, 2021. The value of the treasury stock is included within the additional paid-in-capital.

Accumulated Other Comprehensive Income (Loss)

A summary of changes in accumulated other comprehensive income (loss), net of tax, for the three and six months ended June 30, 2021 and 2020 is as follows:



	Three Months Ended				Six Months Ended

	June 30, 2021		June 30, 2020		June 30, 2021		June 30, 2020
Beginning balance, unrealized gains (losses)	$	(41,818)	$	(63,655)	$	(50,566)	$	(26,693)
Other comprehensive income (loss) before reclassifications (gross)	(781)		(5,722)		2,189		(43,306)
Amounts (gross) reclassified out of accumulated other comprehensive income (loss)	5,744		5,672		11,522		6,294
Ending balance, unrealized gains (losses)	$	(36,855)	$	(63,705)	$	(36,855)	$	(63,705)

Amounts (gross) reclassified out of accumulated other comprehensive income (loss) during the three and six months ended June 30, 2021 and 2020 consist of the following:



	Three Months Ended				Six Months Ended				Income statement line item

Reclassification	June 30, 2021		June 30, 2020		June 30, 2021		June 30, 2020
Cash flow hedges	$	7,650	$	7,497	$	15,308	$	8,321	Interest expense

Tax benefit	(1,906)		(1,825)		(3,786)		(2,027)
Net of tax	$	5,744	$	5,672	$	11,522	$	6,294

Dividends

The Company paid a cash dividend of $0.22 per share of common stock to shareholders in May 2021. Further, the Company has declared a cash dividend of $0.22 per share, to be paid on August 19, 2021, to shareholders of record as of the close of business on August 9, 2021.

9. Derivative Financial Instruments

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

The underlying notional amounts of these derivative financial instruments at June 30, 2021 and December 31, 2020, are as follows:


	June 30, 2021						December 31, 2020
	Notional		Asset		Liability		Notional		Asset		Liability
Interest rate swap agreements designated as cash flow hedges	$	2,150,000	$	704	$	(52,065)	$	2,450,000	$	123	$	(70,589)
Interest rate swap agreements not designated as hedges	250,000		0		(9,615)		250,000		0		(12,934)
Interest rate cap agreements	8,640,189		16,867		0		10,199,134		4,617		0
Options for interest rate cap agreements	8,640,189		0		(16,867)		10,199,134		0		(4,617)

The aggregate fair value of the interest rate swap agreements is included on the Company’s consolidated balance sheets in other assets and other liabilities, as appropriate. The aggregate fair value of interest rate cap agreements are included in other assets and the related options in other liabilities on the Company’s consolidated balance sheets. See Note 10 - “Fair Value of Financial Instruments” to these Condensed Consolidated Financial Statements for additional disclosure of fair value and balance sheet location of the Company’s derivative financial instruments.

The Company enters into legally enforceable master netting agreements that reduce risk by permitting netting of transactions, such as derivatives and collateral posting, with the same counterparty on the occurrence of certain events. A master netting agreement allows two counterparties the ability to net-settle amounts under all contracts, including any related collateral posted, through a single payment. The right to offset and certain terms regarding the collateral process, such as valuation, credit events and settlement, are contained in ISDA master agreements. The Company has elected to present derivative balances on a gross basis even if the derivative is subject to a legally enforceable master netting (ISDA) agreement. Collateral that is received or pledged for these transactions is disclosed within the “Gross Amounts Not Offset in the Consolidated Balance Sheet” section of the tables below. Information on the offsetting of derivative assets and derivative liabilities due to the right of offset was as follows, as of June 30, 2021 and December 31, 2020:



	Gross Amounts Not Offset in the Consolidated Balance Sheet
	Assets Presented in the Consolidated Balance Sheet		Collateral Received (a)		Net Amount
June 30, 2021

Interest rate swaps - third party (b)	$	704	$	(704)	$	0
Interest rate caps - Santander and affiliates	$	3,213	$	(3,213)	$	0
Interest rate caps - third party	13,654		(13,654)		0


Total derivatives subject to a master netting arrangement or similar arrangement	17,571		(17,571)		0
Total derivatives not subject to a master netting arrangement or similar arrangement	0		0		0
Total derivative assets	$	17,571	$	(17,571)	$	0
Total financial assets	$	17,571	$	(17,571)	$	0

December 31, 2020

Interest rate swaps - third party (b)	$	123	$	(123)	$	0
Interest rate caps - Santander and affiliates	463		(463)		0
Interest rate caps - third party	4,154		(4,154)		0
Total derivatives subject to a master netting arrangement or similar arrangement	4,740		(4,740)		0
Total derivatives not subject to a master netting arrangement or similar arrangement	0		0		0
Total derivative assets	$	4,740	$	(4,740)	$	0
Total financial assets	$	4,740	$	(4,740)	$	0

(a) Collateral received includes cash, cash equivalents, initial margin and other financial instruments. Cash collateral received is reported in Other liabilities in the consolidated balance sheet. Financial instruments that are pledged to the Company are not reflected in the accompanying balance sheet since the Company does not control or have the ability of rehypothecation of these instruments. In certain instances, the counter party is over-collateralized since the actual amount of collateral received exceeds the associated financial asset. As a result, the actual amount of collateral received that is reported may be greater than the amount shown in the table above.

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



	Gross Amounts Not Offset in the Consolidated Balance Sheet
	Liabilities Presented in the Consolidated Balance Sheet		Collateral Pledged (a)		Net Amount
June 30, 2021

Interest rate swaps - third party (b)	$	61,680	$	(61,680)	$	0


Interest rate caps - Santander and affiliates	3,213		(3,050)		163
Interest rate caps - third party	13,654		(6,153)		7,501

Total derivatives subject to a master netting arrangement or similar arrangement	78,547		(70,883)		7,664


Total derivatives not subject to a master netting arrangement or similar arrangement	0		0		0
Total derivative liabilities	$	78,547	$	(70,883)	$	7,664
Total financial liabilities	$	78,547	$	(70,883)	$	7,664

December 31, 2020

Interest rate swaps - third party	$	83,523	$	(83,523)	$	0
Interest rate caps - Santander and affiliates	463		(463)		0
Interest rate caps - third party	4,154		(4,154)		0
Total derivatives subject to a master netting arrangement or similar arrangement	88,140		(88,140)		0


Total derivatives not subject to a master netting arrangement or similar arrangement	0		0		0
Total derivative liabilities	$	88,140	$	(88,140)	$	0
Total financial liabilities	$	88,140	$	(88,140)	$	0

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

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

The gross gains (losses) reclassified from accumulated other comprehensive income (loss) to net income, are included as components of interest expense. The impacts on the consolidated statements of income and comprehensive income

for the three and six months ended June 30, 2021 and 2020 were as follows:


	Three Months Ended June 30, 2021
	Recognized in Earnings		Gross Gains (Loss) Recognized in Accumulated Other Comprehensive Income (Loss)		Gross amount Reclassified From Accumulated Other Comprehensive Income to Interest Expense
Interest rate swap agreements designated as cash flow hedges	$	0	$	(694)	$	(7,650)





Derivative instruments not designated as hedges
Losses (Gains) recognized in interest expenses	$	214


	Three Months Ended June 30, 2020
	Recognized in Earnings		Gross Gains (Loss) Recognized in Accumulated Other Comprehensive Income (Loss)		Gross amount Reclassified From Accumulated Other Comprehensive Income to Interest Expense
Interest rate swap agreements designated as cash flow hedges	$	0	$	(7,275)	$	(7,497)





Derivative instruments not designated as hedges
Losses (Gains) recognized in interest expenses	$	1,036


	Six Months Ended June 30, 2021
	Recognized in Earnings		Gross Gains (Loss) Recognized in Accumulated Other Comprehensive Income (Loss)		Gross amount Reclassified From Accumulated Other Comprehensive Income to Interest Expense
Interest rate swap agreements designated as cash flow hedges	$	0	$	3,664	$	(15,308)





Derivative instruments not designated as hedges
Losses (Gains) recognized in interest expenses	$	(30)


	Six Months Ended June 30, 2020
	Recognized in Earnings		Gross Gains (Loss) Recognized in Accumulated Other Comprehensive Income (Loss)		Gross amount Reclassified From Accumulated Other Comprehensive Income to Interest Expense
Interest rate swap agreements designated as cash flow hedges	$	0	$	(59,661)	$	(8,321)





Derivative instruments not designated as hedges
Losses (Gains) recognized in interest expenses	$	10,207

The Company estimates that approximately $27,376 of unrealized gains included in accumulated other comprehensive income (loss) will be reclassified to interest expense within the next twelve months.

10. Fair Value of Financial Instruments

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

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

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

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

Financial Instruments Measured At Fair Value on a Recurring Basis

The following tables present the Company’s assets and liabilities that are measured at fair value on a recurring basis at June 30, 2021 and December 31, 2020, and the level within the fair value hierarchy:


	Level 1		Level 2		Level 3		Balance at June 30, 2021		Level 1		Level 2		Level 3		Balance at December 31, 2020
Other assets:
Trading interest rate caps (a)	$	0	$	16,867	$	—	$	16,867	$	0	$	4,617	$	0	$	4,617
Cash flow hedging interest rate swaps (a)	0		704		0		$	704	0		123		0		$	123

Available-for-sale-debt securities (b)	0		90,642		0		$	90,642	0		95,654		0		$	95,654
Retail installment contracts (c)(d)	0		0		2,841		$	2,841	0		0		5,614		$	5,614
Other liabilities:
Trading options for interest rate caps (a)	0		16,867		0		$	16,867	0		4,617		0		$	4,617
Cash flow hedging interest rate swaps (a)	0		52,065		0		$	52,065	0		70,589		0		$	70,589
Trading interest rate swaps (a)	0		9,615		0		$	9,615	0		12,934		0		$	12,934

(a)The valuation is determined using widely accepted valuation techniques including a DCF on the expected cash flows of each derivative. This analysis reflects the contractual terms of the derivative, including the period to maturity, and uses observable market-based inputs. The Company incorporates credit valuation adjustments to appropriately reflect both its own nonperformance risk and the respective counterparty’s nonperformance risk in the fair value measurement of its derivatives. In adjusting the fair value of its derivative contracts for the effect of nonperformance risk, the Company has considered the impact of netting and any applicable credit enhancements, such as collateral postings and guarantees. The Company utilizes the exception in ASC 820-10-35-18D (commonly referred to as the “portfolio exception”) with respect to measuring counterparty credit risk for instruments (Note 9).

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

(c)The fair values of the retail installment contracts are estimated using a DCF model are classified as Level 3. Changes in the fair value are recorded in investment gains (losses), net in the consolidated statement of income.

(d)The aggregate fair value of retail installment contracts in non-accrual status, as of June 30, 2021 and December 31, 2020, is $343 and $1,129, respectively.

Level 3 Rollforward for Assets and Liabilities Measured at Fair Value on a Recurring Basis

The following table presents the changes in retail installment contracts held for investment balances classified as Level 3 balances for the three and six months ended June 30, 2021 and 2020:



	Three Months Ended June 30,				Six Months Ended June 30,
	2021		2020		2021		2020
Balance — beginning of year	$	3,965	$	15,307	$	5,614	$	4,719
Additions / issuances	0		0		0		2,512
Transfer from level 2 (a)	0		0		0		17,634
Net collection activities	(1,124)		(4,764)		(2,773)		(14,444)
Gains recognized in earnings	0		42		0		164
Balance — end of year	$	2,841	$	10,585	$	2,841	$	10,585

(a) The Company transferred retail installment contracts from Level 2 to Level 3 during the three months ended March 31, 2020 because the fair value for these assets could not be determined by using readily observable inputs at March 31, 2020. There were no other material transfers in or out of Level 3 during the three months ended June 30, 2020 and during the three and six months ended June 30, 2021.

Financial Instruments Measured At Fair Value on a Nonrecurring Basis

The following table presents the Company’s assets and liabilities that are measured at fair value on a nonrecurring basis at June 30, 2021 and December 31, 2020, respectively:


	Six Months Ended June 30, 2021				Year Ended December 31, 2020
	Total		Lower of cost or fair value expense		Total		Lower of cost or fair value expense
Other assets — vehicles (a)	$	304,889	$	0	$	311,557	$	0
Personal loans held for sale (b)	0		0		893,479		355,136
Retail installment contracts held for sale (c)	391,209		0		674,048		$	7,385
Auto loans impaired due to bankruptcy (d)	194,731		0		191,785		0

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

(b) The estimated fair value for personal loans held for sale is calculated based on the lower of market participant view and a DCF analysis in which the Company uses significant unobservable inputs on key assumptions. The lower of cost or fair value adjustment for personal loans held for sale includes customer default activity and adjustments related to the net change in the portfolio balance during the reporting period. On March 31, 2021, the Company sold the personal lending portfolio. Refer to Note 1 – “Description of Business, Basis of Presentation, and Accounting Principles” to these Condensed Consolidated Financial Statements for more information.

(c) The estimated fair value is calculated based on a DCF analysis in which the Company uses significant unobservable inputs on key assumptions, including expected default rates, prepayment rates, recovery rates, and discount rates reflective of the cost of funds and appropriate rate of returns.

(d) For loans that are considered collateral-dependent, such as certain bankruptcy loans, impairment is measured based on the fair value of the collateral, less its estimated cost to sell. For the underlying collateral, the estimated fair value is obtained using historical auction rates and current market levels of used car prices. No additional lower of cost or fair value expense was recorded for the six months ended June 30, 2021.

Quantitative Information about Level 3 Fair Value Measurements

The following table presents quantitative information about the significant unobservable inputs for assets and liabilities measured at fair value on a recurring and nonrecurring basis at June 30, 2021 and December 31, 2020, respectively:


Financial Instruments	Fair Value at June 30, 2021		Valuation Technique	Unobservable Inputs	Range (weighted average) (a)
Financial Assets:
Retail installment contracts held for investment	$	2,841	Discounted Cash Flow	Discount Rate	7%-13% (9%)
				Default Rate	4%-10% (5%)
				Prepayment Rate	4%-15% (15%)
				Loss Severity Rate	50%-60% (56%)








Retail installment contracts held for sale	$	391,209	Discounted Cash Flow	Discount Rate	1% - 2% (2%)
				Default Rate	4% - 10% (6%)
				Prepayment Rate	15% - 20% (17%)
				Loss Severity Rate	50% - 55% (52%)

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


Financial Instruments	Fair Value at December 31, 2020		Valuation Technique	Unobservable Inputs	Range
Financial Assets:
Retail installment contracts held for investment	$	5,614	Discounted Cash Flow	Discount Rate	7%-11%
				Default Rate	4%-20%
				Prepayment Rate	15%-25%
				Loss Severity Rate	50%-60%
Personal loans held for sale	$	893,479	Lower of Market or Income Approach	Market Approach
				Market Participant View	60%-70%
				Income Approach
				Discount Rate	20%-30%

				Default Rate	35%-45%
				Net Principal & Interest Payment Rate	65%-75%
				Loss Severity Rate	90%-95%
Retail installment contracts held for sale	$	674,048	Discounted Cash Flow	Discount Rate	1.5% - 2.5%
				Default Rate	2% - 4%
				Prepayment Rate	10% - 20%
				Loss Severity Rate	50% - 60%

Financial Instruments Disclosed, But Not Carried, At Fair Value

The following tables present the carrying value and estimated fair value of the Company’s financial assets and liabilities disclosed, but not carried, at fair value at June 30, 2021 and December 31, 2020, and the level within the fair value hierarchy:


	June 30, 2021										December 31, 2020
	Carrying Value		Estimated Fair Value		Level 1		Level 2		Level 3		Carrying Value		Estimated Fair Value		Level 1		Level 2		Level 3
Assets:
Cash and cash equivalents (a)	$	321,976	$	321,976	$	321,976	$	0	$	0	$	109,053	$	109,053	$	109,053	$	0	$	0

Finance receivables held for investment, net (b)	27,104,054		29,725,219		0		0		29,725,219		26,806,606		29,464,066		0		0		29,464,066
Restricted cash (a)	2,660,662		2,660,662		2,660,662		0		0		2,221,094		2,221,094		2,221,094		0		0
Investments in debt securities held to maturity (c)	115,672		116,314		0		116,314		0		44,841		45,606		0		45,606		0
Total	$	30,202,364	$	32,824,171	$	2,982,638	$	116,314	$	29,725,219	$	29,181,594	$	31,839,819	$	2,330,147	$	45,606	$	29,464,066
Liabilities:
Notes Payable:
Facilities with third parties (d)	$	761,045	$	761,045	$	0	$	0	$	761,045	$	4,159,955	$	4,159,955	$	0	$	0	$	4,159,955
Secured structured financings (e)	27,191,597		27,499,646		0		22,075,935		5,423,711		26,177,401		26,673,970		0		18,291,898		8,382,072
Facilities with Santander and related subsidiaries (f)	10,250,000		10,446,800		0		0		10,446,800		10,801,318		11,333,823		0		0		11,333,823
Total	$	38,202,642	$	38,707,491	$	0	$	22,075,935	$	16,631,556	$	41,138,674	$	42,167,748	$	0	$	18,291,898	$	23,875,850

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

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

•Retail installment contracts held for investment and purchased receivables - credit deteriorated — The estimated fair value of all finance receivables at June 30, 2021 is estimated using a DCF model, and such receivables are classified as Level 3.

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

(c)Investments in debt securities held to maturity - Investments in debt securities held to maturity are recorded at amortized cost and are priced by third-party pricing vendors. The third-party vendors use a variety of methods when pricing these securities that incorporate relevant observable market data to arrive at an estimate of what a buyer in the marketplace would pay for a security under current market conditions. These investment securities are, therefore, considered Level 2.

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

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

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

11. Investment Gains (Losses), Net

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

Investment gains (losses), net was comprised of the following for the three and six months ended June 30, 2021 and 2020:


	Three Months Ended				Six Months Ended


	June 30, 2021		June 30, 2020		June 30, 2021		June 30, 2020
Gain (loss) on sale of loans and leases	$	1,052	$	(26,884)	$	17,409	$	(26,884)
Lower of cost or market adjustments	0		(121,642)		(31,848)		(184,600)
Other gains, net	1,362		944		2,141		476
	$	2,414	$	(147,582)	$	(12,298)	$	(211,008)

The lower of cost or market adjustments for the three and six months ended June 30, 2021 and 2020 included 0, $65,047, $86,698 and $196,897, respectively, in customer default activity, and unfavorable/(favorable) adjustments of 0, $(33,199), $34,944 and $(12,297) respectively, primarily related to net changes in the unpaid principal balance on the personal lending portfolio.

On March 31, 2021, the Company sold the personal lending portfolio. Refer to Note 1 - “Description of Business, Basis of Presentation, and Accounting Principles” to these Condensed Consolidated Financial Statements for more information.

12. Income Taxes

The Company recorded income tax expense/(benefit) of $332,420 (23.9% effective tax rate) and $(32,857) (25.4% effective tax rate) during the three months ended June 30, 2021 and 2020, respectively. The Company recorded income tax expense/(benefit) of $566,877 (24.0% effective tax rate) and $(35,315) (26.0% effective tax rate) during the six months ended June 30, 2021 and 2020, respectively. The effective tax rate decreased primarily due to increased benefits from electrical vehicle credits and an increase to pre-tax income that diluted unfavorable components of the effective tax rate and allowed for absorption of favorable discrete activity to produce an effective tax rate reduction.

The Company is a party to a tax sharing agreement requiring that the unitary state tax liability among affiliates included in unitary state tax returns be allocated using the hypothetical separate company tax calculation method. The Company had a net receivable from affiliates under the tax sharing agreement of $642 and $11,191 at June 30, 2021 and December 31, 2020, respectively, which was included in related party taxes receivable in the condensed consolidated balance sheet.

The Company provides U.S. income taxes on earnings of foreign subsidiaries unless the subsidiaries’ earnings are considered indefinitely reinvested outside of the United States. As of June 30, 2021 and December 31, 2020, the Company has 0 earnings that are considered indefinitely reinvested.

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

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

13. Computation of Basic and Diluted Earnings per Common Share

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

The calculation of diluted EPS excludes the effect of exercise or settlement that would be anti-dilutive for employee stock options of 0 for the three and six months ended June 30, 2021 and 52,114 for the three and six months ended June 30, 2020.

The following table represents EPS numbers for the three and six months ended June 30, 2021 and 2020:


	Three Months Ended June 30,				Six Months Ended June 30,

	2021		2020		2021		2020
Earnings per common share
Net income (loss)	$	1,058,202	$	(96,678)	$	1,799,857	$	(100,665)
Weighted average number of common shares outstanding before restricted participating shares (in thousands)	306,057		319,774		306,083		326,900

Weighted average number of common shares outstanding (in thousands)	306,057		319,774		306,083		326,900
Earnings per common share	$	3.46	$	(0.30)	$	5.88	$	(0.31)
Earnings per common share - assuming dilution
Net income (loss)	$	1,058,202	$	(96,678)	$	1,799,857	$	(100,665)
Weighted average number of common shares outstanding (in thousands)	306,057		319,774		306,083		326,900
Effect of employee stock-based awards (in thousands)	232		104		244		237
Weighted average number of common shares outstanding - assuming dilution (in thousands)	306,289		319,878		306,327		327,137
Earnings per common share - assuming dilution	$	3.45	$	(0.30)	$	5.88	$	(0.31)

14. Commitments and Contingencies

The following table summarizes liabilities recorded for commitments and contingencies as of June 30, 2021 and December 31, 2020, all of which are included in accounts payable and accrued expenses in the accompanying consolidated balance sheets:


Agreement or Legal Matter	Commitment or Contingency	June 30, 2021		December 31, 2020
MPLFA	Revenue-sharing and gain/(loss), net-sharing payments	$	102,191	$	43,778
Agreement with Bank of America	Servicer performance fee	(154)		1,200
Agreement with CBP	Loss-sharing payments	(6)		181

Other Contingencies	Consumer arrangements	28,408		22,155
Legal and regulatory proceedings	Aggregate legal and regulatory liabilities	13,867		31,936
	Total commitments and contingencies	$	144,306	$	99,250

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

MPLFA

Under terms of the MPLFA, the Company must make revenue sharing payments to Stellantis N.V. and also must share with Stellantis N.V. when residual gains/(losses) on leased vehicles exceed a specified threshold. The Company had accrued $102,191 and $43,778 at June 30, 2021 and December 31, 2020, respectively, related to these obligations. The MPLFA also requires that the Company maintain at least $5.0 billion in funding available for Floorplan Loans and $4.5 billion of financing dedicated to Stellantis N.V. retail financing. In turn, Stellantis N.V. must provide designated minimum threshold percentages of its subvention business to the Company.

Agreement with Bank of America

Until January 2017, the Company had a flow agreement with Bank of America whereby the Company was committed to selling up to $300,000 of eligible loans to the bank each month. The Company retains servicing on all sold loans and may receive or pay a servicer performance payment based on an agreed-upon formula if performance on the sold loans is better or worse, respectively, than expected performance at time of sale. Servicer performance payments are due six years from the cut-off date of each loan sale. The Company had accrued $(154) and $1,200 at June 30, 2021 and December 31, 2020, respectively, related to this obligation.

Agreement with CBP

Until May 2017, the Company sold loans to CBP under terms of a flow agreement and predecessor sale agreements. The Company retained servicing on the sold loans and owes CBP a loss-sharing payment capped at 0.5% of the original pool balance if losses exceed a specified threshold, established on a pool-by-pool basis. Loss-sharing payments are due the month in which net losses exceed the established threshold of each loan sale. The Company had accrued $(6) and $181 at June 30, 2021 and December 31, 2020, respectively, related to the loss-sharing obligation.

Other Contingencies

The Company is or may be subject to potential liability under various other contingent exposures. The Company had accrued $28,408 and $22,155 at June 30, 2021 and December 31, 2020, respectively, for other miscellaneous contingencies.

Legal and regulatory proceedings

Periodically, the Company, including its subsidiaries, is and in the future expects to be party to, or otherwise involved in, various claims, disputes, lawsuits, investigations, regulatory matters and other legal matters and proceedings that arise in the ordinary course of business. In view of the inherent difficulty of predicting the outcome of any such claims, disputes, lawsuit, investigations, regulatory matter or legal proceeding, particularly where the claimants seek very large or indeterminate damages or where the matters present novel legal theories or involve a large number of parties, the Company generally cannot predict the eventual outcome of the pending matters, the timing of the ultimate resolution of the matters, or the eventual loss, fines or penalties related to the matter, if any. Accordingly, except as provided below, the Company is unable to reasonably estimate a range of its potential exposure, if any, to these claims, disputes, lawsuits, investigations, regulatory matters, and other legal proceedings at this time. Further, it is reasonably possible that actual outcomes or losses may differ materially from the Company’s current assessments and estimates and any adverse resolution of any of these matters against it could materially and adversely affect the Company’s business, financial position, liquidity, and results of operation.

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

As of June 30, 2021 and December 31, 2020, the Company accrued aggregate legal and regulatory liabilities of $14 million and $32 million, respectively. Further, the Company estimates the aggregate range of reasonably possible losses for legal and regulatory proceedings, in excess of reserves established, is 0 as of June 30, 2021. Set forth below are descriptions of the material lawsuits, regulatory matters and other legal proceedings to which the Company is subject.

Shareholder Derivative Lawsuit

•Seattle City Employees’ Retirement System v. Santander Holdings USA, Inc., et al.: In November 2020, a shareholder derivative complaint was filed in the Court of Chancery of the State of Delaware, captioned Seattle City v. Santander Holdings USA, Inc., C.A. No. 2020-0977-AGB. The plaintiff seeks unspecified monetary damages and other injunctive relief in the complaint. The complaint alleges, among other things, that SHUSA and the current director breached their fiduciary duties by causing the Company to engage in share repurchases for the purpose of increasing SHUSA’s ownership of the Company above 80%, which the complaint alleges would allow SHUSA to obtain tax and other benefits not available to the rest of the Company’s shareholders. The defendants filed an answer to the complaint.

Consumer Lending Cases

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

Regulatory Investigations and Proceedings

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

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

•Mississippi Attorney General Lawsuit: In January 2017, the Attorney General of Mississippi filed a lawsuit against the Company in the Chancery Court of the First Judicial District of Hinds County, Mississippi, captioned State of Mississippi ex rel. Jim Hood, Attorney General of the State of Mississippi v. Santander Consumer USA Inc., C.A. # G-2017-28. In July 2021, the Company and the state of Mississippi entered into a settlement agreement resolving this matter for a monetary payment of $3,700 to the state of Mississippi.

Agreements

•Bluestem

The Company is party to agreements with Bluestem whereby the Company is committed to purchase certain new advances on personal revolving financings receivables, along with existing balances on account with new advances originated by Bluestem through April 2022.

During the first quarter in 2021, the Company completed the sale of the Bluestem personal lending portfolio to a third party. In addition, the Company executed a forward flow sale agreement with a third party to purchase all personal lending receivables that the Company purchases from Bluestem through the term of the agreement with Bluestem.

As of December 31, 2020, the total unused credit available to customers was $2.7 billion. In 2021, the Company purchased $0.3 billion of receivables, out of the $2.7 billion unused credit available to customers as of December 31, 2020. In 2020, the Company purchased $1.2 billion of receivables, out of the $3.0 billion unused credit available to customers as of December 31, 2019. In addition, the Company purchased $24,865 and $78,785 of receivables related to newly opened customer accounts during the six months ended June 30, 2021 and 2020, respectively.

Each customer account generated under the agreements, generally, is approved with a credit limit higher than the amount of the initial purchase, with each subsequent purchase automatically approved as long as it does not cause the account to exceed its limit and the customer is in good standing.

•Others

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

In connection with the sale of retail installment contracts through securitizations and other sales, the Company has made standard representations and warranties customary to the consumer finance industry. Violations of these representations and warranties may require the Company to repurchase loans previously sold to on- or off-balance sheet Trusts or other third parties. As of June 30, 2021, there were 0 loans that were the subject of a demand to repurchase or replace for breach of representations and warranties for the Company’s asset-backed securities or other sales. In the opinion of management, the potential exposure of other recourse obligations related to the Company’s retail installment contract sales agreements is not expected to have a material adverse effect on the Company’s business, financial position, results of operations, or cash flows.

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

In November 2015, the Company executed a forward flow asset sale agreement with a third party under terms of which the Company committed to sell $350,000 in charged off loan receivables in bankruptcy status on a quarterly basis. However, any sale more than $275,000 is subject to a market price check. The remaining aggregate commitment as of June 30, 2021 and December 31, 2020, not subject to market price check was $6,215 and $15,318, respectively.

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

15. Related-Party Transactions

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

Credit Facilities

Interest expense, including unused fees, for lines of credit from SHUSA (Note 7) totaled $72,211 and $70,352 for the three months ended June 30, 2021 and 2020, respectively, and $146,230 and $133,370 for the six months ended June 30, 2021 and 2020, respectively. Accrued interest for lines of credit from SHUSA at June 30, 2021 and December 31, 2020 was $37,489 and $40,234, respectively.

Interest expense, including unused fees, for lines of credit from Santander (Note 7) totaled $11,795 and $703 for the three months ended June 30, 2021 and 2020, respectively, and $23,680 and $703 for the six months ended June 30, 2021 and 2020, respectively. Accrued interest for lines of credit from Santander at June 30, 2021 and December 31, 2020 was $1,512 and $1,603, respectively.

Derivatives

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

$3,611,862 and $3,148,850 as of June 30, 2021 and December 31, 2020, respectively (Note 9). The Company had a collateral overage on derivative liabilities with Santander and affiliates of 0 and $907 as of June 30, 2021 and December 31, 2020, respectively.

Retail Installment Contracts and RV Marine

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

Servicing fee income recognized under these agreements totaled $350 and $541 for the three months ended June 30, 2021 and 2020, respectively, and $752 and $1,093 for the six months ended June 30, 2021 and 2020, respectively. Other information on the serviced auto loan and retail installment contract portfolios for SBNA as of June 30, 2021 and December 31, 2020 is as follows:


	June 30, 2021		December 31, 2020
Total serviced portfolio	$	151,917	$	190,504
Cash collections due to owner	27,449		19,650
Servicing fees receivable	4,066		1,769

Dealer Lending

Under the Company’s agreement with SBNA, the Company is required to permit SBNA a first right to review and assess CCAP dealer lending opportunities, and SBNA is required to pay the Company an origination fee for each loan originated under the agreement. The agreement also transferred the servicing of all CCAP receivables from dealers, including receivables held by SBNA to the Company and from the Company to SBNA. The Company may provide advance funding for dealer loans originated by SBNA, which is reimbursed to the Company by SBNA. The Company had 0 outstanding receivable from SBNA as of June 30, 2021 or December 31, 2020 for such advances.

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



	Three Months Ended				Six Months Ended
	June 30, 2021		June 30, 2020		June 30, 2021		June 30, 2020
Origination and renewal fee income from SBNA	$	0	$	512	$	0	$	2,021
Servicing fees expenses charged by SBNA	70		(2)		160		72

Under the agreement with SBNA, the Company may originate retail consumer loans in connection with sales of vehicles that are collateral held against floorplan loans by SBNA. Upon origination, the Company remits payment to SBNA, which settles the transaction with the dealer. The Company owed SBNA $6,743 and $7,548 related to such originations as of June 30, 2021 and December 31, 2020, respectively.

The Company received a $9,000 referral fee in connection with a sourcing and servicing arrangement and is amortizing the fee into income over the ten-year term of the agreement through July 1, 2022, the termination date of the agreement. As of June 30, 2021 and December 31, 2020, the unamortized fee balance was $1,800 and $2,250, respectively. The Company recognized $225 and $450 of income related to the referral fee for the three and six months ended June 30, 2021 and 2020, respectively.

Origination Support Services

Beginning in 2018, the Company agreed to provide SBNA with origination support services in connection with the processing, underwriting and purchase of retail loans, primarily from Stellantis N.V. dealers. In addition, the Company agreed to perform the servicing for any loans originated on SBNA’s behalf. For the three and six months ended June 30, 2021, the Company facilitated the purchase of $2.6 billion and $4.5 billion of retail installment contacts, respectively. For the three and six months ended June 30, 2020, the Company facilitated the purchase of $1.7 billion and $2.8 billion of retail installment contacts, respectively. The Company recognized origination fee and servicing fee income of $15,503, $27,069, $11,067 and $21,555 for the three and six months ended June 30, 2021 and 2020, respectively, of which $4,386 and $2,271 was receivable as of June 30, 2021 and 2020, respectively.

Securitizations

The Company had a Master Securities Purchase Agreement (MSPA) with Santander, whereby the Company had the option to sell a contractually determined amount of eligible prime loans to Santander, through the SPAIN securitization platform, for a term that ended in December 2018. The Company provides servicing on all loans originated under this arrangement. For the three and six months ended June 30, 2021 and 2020, the Company received the servicing fee income of $2,404, $5,293, $5,220 and $11,193, respectively, for the servicing of these loans.

Servicing fee receivable, as of June 30, 2021 and December 31, 2020, was $750 and $1,070, respectively. The Company had $5,988 and $6,203 of collections due to Santander, as of June 30, 2021 and December 31, 2020, respectively.

Santander Investment Securities Inc. (SIS), an affiliated entity, serves as joint book runner and co-manager on certain of the Company’s securitizations. Amounts paid to SIS for the three months ended June 30, 2021 and 2020 totaled $1,512 and $713, respectively, and totaled $2,704 and $1,522 for the six months ended June 30, 2021 and 2020, respectively, and are included in debt issuance costs in the accompanying condensed consolidated financial statements.

Employee compensation

Certain employees of the Company and SHUSA provide services to each other. For the six months ended June 30, 2021 and 2020, the Company owed SHUSA approximately $9,582 and $5,114 and SHUSA owed the Company approximately $2,703 and $2,413 for such services, respectively.

Other related-party transactions

•The Company subleases approximately 13,000 square feet of its corporate office space to SBNA. For the three months ended June 30, 2021 and 2020, the Company recorded $44 and for the six months ended June 30, 2021 and 2020, the Company recorded $88 in sublease revenue on this property.

•The Company has certain deposit and checking accounts with SBNA. As of June 30, 2021 and December 31, 2020, the Company had a balance of $262,805 and $32,490, respectively, in these accounts. The Company has

collateral accounts with SBNA with balances as of June 30, 2021 and December 31, 2020 of $6,027 and $27, respectively, in these accounts.

•The Company and SBNA have a Credit Card Agreement (Card Agreement) whereby SBNA provides credit card services for travel and related business expenses for vendor payments. This service is at zero cost but generates rebates based on purchases made. As of June 30, 2021, the activities associated with the program were insignificant.

•The Company pays SBNA a market rate-based fee expense for payments made at SBNA retail branch locations for accounts originated or serviced by the Company and the costs associated with modifying the Advanced Teller platform to the payments. The Company incurred expenses totaled $34 and $43 for the three months ended June 30, 2021 and 2020, respectively, and $67 and $101 for the six months ended June 30, 2021 and 2020, respectively.

•The Company has contracted Aquanima, a Santander affiliate, to provide procurement services. Expenses incurred totaled $786 and $784 for the three months ended June 30, 2021, and 2020, respectively, and totaled $1,573 and $1,294 for the six months ended June 30, 2021 and 2020, respectively.

•Santander Global Tech (formerly known as Produban Servicios Informaticos Generales S.L.), a Santander affiliate, provides professional services, telecommunications, and internal and/or external applications to the Company. Expenses incurred, which are included as a component of other operating costs in the accompanying consolidated statements of income, totaled 0 and $(108) for the three months ended June 30, 2021 and 2020, respectively, and 0 and $71 for the six months ended June 30, 2021 and 2020, respectively.

•The Company partners with SHUSA to place Cyber Liability Insurance in which participating worldwide Santander entities share €270 million aggregate limits. The Company repays SHUSA for the Company’s equitably allocated portion of insurance premiums and fees. Expenses incurred totaled $150 and $108 for the three months ended June 30, 2021 and 2020, respectively, and totaled $301 and $216 for the six months ended June 30, 2021 and 2020, respectively. In addition, the Company partners with SHUSA for various other insurance products. Expenses incurred totaled $513 and $183 for the three months ended June 30, 2021 and 2020, respectively, and totaled $1,027 and $365 and for the six months ended June 30, 2021 and 2020, respectively.

•In April 2021, the Company entered into a non-binding term sheet with AutoFi Inc. for the design and operation of a digital software platform for the sale and financing of automobiles. Mouro Capital, which is a wholly-owned subsidiary of Santander, owns 10.3% of the total equity of AutoFi Inc. The term sheet, which may be terminated by either party without penalty, requires the Company to pay $250 per month for the design and development of the digital software platform until the parties execute a definitive agreement.

16. Employee Benefit Plans

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

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

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

The Company recognized $7,756 and $5,150 related to stock options and restricted stock units within compensation expense for the six months ended June 30, 2021 and 2020, respectively. In addition, the Company recognizes forfeitures of awards as they occur.

A summary of the Company’s stock options and related activity as of and for the six months ended June 30, 2021 is as follows:


	Shares	Weighted Average Exercise Price		Weighted Average Remaining Contractual Term (Years)	Aggregate Intrinsic Value
Options outstanding at January 1, 2021	169,369	$	13.01	1.9	$	1,543
Granted	0	0		—	—
Exercised	(52,561)	9.53		—	883
Expired	0	0		—	—
Forfeited	0	0		—	—
Other (a)	0	0		—	—
Options outstanding at June 30, 2021	116,808	14.58		1.8	2,539
Options exercisable at June 30, 2021	116,808	$	14.58	1.8	$	2,539
Options expected to vest at June 30, 2021	0	$	0	0	$	0

(a) Represents stock options that were reinstated.

A summary of the Company’s Restricted Stock Units and performance stock units and related activity as of and for the six months ended June 30, 2021 is as follows:


	Shares	Weighted Average Grant Date Fair Value		Weighted Average Remaining Contractual Term (Years)	Aggregate Intrinsic Value
Outstanding as of January 1, 2021	367,012	$	19.78	0.8	$	8,082
Granted	438,435	27.71		—	—
Vested	(395,025)	23.06		—	10,580
Forfeited/canceled	(7,493)	14.63		—	—
Non-vested at June 30, 2021	402,929	$	25.25	1.4	$	14,634


ITEM 2.			MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

This Quarterly Report on Form 10-Q should be read in conjunction with the 2020 Annual Report on Form 10-K and in conjunction with the condensed consolidated financial statements and the accompanying notes included elsewhere in this report. Additional information, not part of this filing, about the Company is available on the Company’s website at www.santanderconsumerusa.com. The Company’s recent Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K, proxy statements, as well as other filings with the SEC, are available free of charge through the Company’s website by clicking on the “Investors” page and selecting “SEC Filings.” The Company’s filings with the SEC and other information may also be accessed at the SEC’s website at www.sec.gov.

Background and Overview

The Company was formed in 2013 as a corporation in the state of Delaware and is the holding company for SC Illinois, a full-service, technology-driven consumer finance company focused on vehicle finance and third-party servicing. The Company is majority-owned (as of July 26, 2021, approximately 80.2%) by SHUSA, a wholly-owned subsidiary of Santander. Refer to Note 1 - "Description of Business" to the accompanying condensed consolidated financial statements for the details on the SHUSA offer.

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

CCAP continues to be a focal point of the Company’s strategy. Since May 2013, under the MPLFA with FCA, the Company has operated as Stellantis N.V.'s preferred provider for consumer loans, leases and dealer loans and provides services to Stellantis N.V. customers and dealers under the CCAP brand. The Company’s average penetration rate under the MPLFA for the second quarter ended June 30, 2021 was 34%, a decrease from 37% for the same period in 2020.

The Company has dedicated financing facilities in place for its CCAP business and has worked strategically and collaboratively with Stellantis N.V. to continue to strengthen its relationship and create value within the CCAP program. During the six months ended June 30, 2021, the Company originated $8.3 billion in CCAP loans which represented 56% of total retail installment contract originations (unpaid principal balance), as well as $4.2 billion in CCAP leases. Additionally, all of the leases originated by the Company during the six months ended June 30, 2021 were under the MPLFA.

Economic and Business Environment

Unemployment rates are 5.90% as reported by the Bureau of Labor Statistics for June 30, 2021, and the federal funds rate was in the range of 0.00% to 0.25% on June 30, 2021.

Additionally, the Company is exposed to geographic customer concentration risk, which could have an adverse effect on the Company’s business, financial position, results of operations or cash flow. Refer to Note 2 - "Finance Receivables" to the accompanying condensed consolidated financial statements for the details on the Company’s retail installment contracts by state concentration.

Regulatory Matters

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

The March 5, 2021, announcement by the U.K.’s Financial Conduct Authority (FCA) confirmed unavailability of USD LIBOR rates beyond June 30, 2023 and cessation of one-week and two-month USD LIBOR by December 31, 2021. ISDA announced these statements are an “Index Cessation Event” under the IBOR Fallbacks Supplement and the ISDA 2020 IBOR Fallbacks Protocol, which in turn triggers a “Spread Adjustment Fixing Date” under the Bloomberg IBOR Fallback Rate Adjustments Rule Book. As a result, when USD LIBOR tenors cease and the fallback rates apply, fallbacks for derivatives under ISDA’s documentation shift to forms of the Secured Overnight Financing Rate (SOFR) plus the fixed spread adjustment.

The regulatory agencies also confirmed that the March 5, 2021 announcements constitute a “Benchmark Transition Event” with respect to all LIBOR settings.

The Company holds debt, derivatives, and other financial instruments that use USD LIBOR as a reference rate and that will be impacted by the demise of LIBOR. Transition away from LIBOR to new reference rates presents legal, financial, reputational, and operational risks to the Company as well as to other participants in the market. As of June 30, 2021, the Company has approximately $4 billion of liabilities with LIBOR exposure. The Company also had approximately $20 billion in notional amounts of derivative contracts with LIBOR exposure.

Additional legal and regulatory matters affecting the Company’s activities are further discussed in Part I, Item 1A – Risk Factors of the 2020 Annual Report on Form 10-K and this Quarterly Report on Form 10-Q.

How the Company Assesses its Business Performance

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

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

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

•Other income — The Company’s flow agreements and third-party servicing agreements have resulted in a large portfolio of assets serviced for others. These assets provide a steady stream of servicing income and may provide a gain or loss on sale. The Company monitors the size of the portfolio and average servicing fee rate and gain.

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

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

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

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

COVID-19 Summary

Beginning in March 2020, the novel strain of coronavirus, or COVID-19, had materially impacted our business. Similar to many other financial institutions, we took measures to mitigate our customers’ COVID-19 related economic challenges. We experienced an increase in requests for extensions and modifications related to COVID-19 nationwide and a significant number of such extensions and modifications have been granted.

Please refer to Part II, Item 7 – Management’s Discussion and Analysis of Financial Condition and Results of Operations of the 2020 Annual Report on Form 10-K for additional details regarding COVID-19.

SHUSA Proposal

On July 2, 2021 the Company announced that it received a non-binding proposal (the “Proposal”) from SHUSA to acquire all of the outstanding shares of the Company’s common stock that are not currently owned by SHUSA at a purchase price of $39.00 per share in cash, subject to the conditions set forth in the Proposal. The Board formed an independent special committee (the “Special Committee”), composed of William Rainer, William Muir, and Robert McCarthy and elected William Rainer as its chairperson, to consider the Proposal. The Special Committee has engaged independent financial and legal advisors to assist in its evaluation of the Proposal. There can be no assurance the Proposed Transaction will be completed, or as to the terms of any such transaction. The review and consideration of the Proposal, as well as any alternatives that may become available to the Company, may require the expenditure of significant time and resources by the Company.

Volume

The Company’s originations of retail installment contracts and leases, including revolving loans, average APR, and dealer discount (net of dealer participation) for the three and six months ended June 30, 2021 and 2020 were as follows:



	Three Months Ended						Six Months Ended
	June 30, 2021			June 30, 2020			June 30, 2021			June 30, 2020
	(Dollar amounts in thousands)
Retained Originations
Retail installment contracts	$	5,871,823		$	5,098,496		$	10,115,312		$	8,832,741
Average APR	14.4		%	11.7 %			14.7		%	13.3 %
Average FICO® (a)	608			657			606			635
Premium	(2.3)		%	(0.9)		%	(2.0)		%	(0.8)		%

Personal loans (b)	$	—		$	347,238		$	—		$	618,073
Average APR	—		%	29.6 %			—		%	29.5 %


Leased vehicles	$	2,067,741		$	986,617		$	4,222,247		$	3,007,338

Finance lease	$	2,534		$	1,927		$	5,331		$	4,929
Total originations retained	$	7,942,098		$	6,434,278		$	14,342,890		$	12,463,081

Sold Originations
Retail installment contracts	$	—		$	—		$	235,395		$	111,981
Average APR	—		%	—		%	7.7 %			4.4 %
Average FICO® (c)	—			—			699			722

Personal Loans (d)	$	—		$	—		$	292,709		$	—
Average APR	—		%	—		%	29.7		%	$	—

Total Originations Sold	$	—		$	—		$	528,104		$	111,981



Total originations (excluding SBNA Originations Program)	$	7,942,098		$	6,434,278		$	14,870,994		$	12,575,062

(a)Unpaid principal balance excluded from the weighted average FICO score is $559 million and $586 million for the three months ended June 30, 2021 and 2020, respectively, as the borrowers on these loans did not have FICO scores at origination and of these amounts, $187 million and $102 million, respectively, were commercial loans. Unpaid principal balance excluded from the weighted average FICO score is $1.0 billion and $1.0 billion for the six months ended June 30, 2021 and 2020, respectively, as the borrowers on these loans did not have FICO scores at origination and of these amounts, $341 million and $241 million, respectively, were commercial loans.

(b) Included in the total origination volume is $58 million and $79 million, for the three and six months ended June 30, 2020, respectively, related to newly opened accounts.

(c) Unpaid principal balance excluded from the weighted average FICO score is $8 million and $9 million for the six months ended June 30, 2021 and 2020, respectively, as the borrowers on these loans did not have FICO scores at origination. Of these amounts, zero were commercial loans for the six months ended June 30, 2021 and 2020, respectively.

(d) Included in the total origination volume is $25 million for the three months ended March 31, 2021 related to related to newly opened accounts.

Total auto originations (excluding SBNA Origination Program) increased $2.9 billion, or 24.4%, from the six months ended June 30, 2020 to six months ended June 30, 2021. The Company's initiatives to improve our pricing, as well as, our dealer and customer experience have increased our competitive position in the market. The Company continues to focus on optimizing the loan quality of its portfolio with an appropriate balance of volume and risk. CCAP volume and penetration rates are influenced by strategies implemented by Stellantis N.V. and the Company, including product mix and incentives.

Beginning in 2018, the Company agreed to provide SBNA with origination support services in connection with the processing, underwriting and purchase of retail auto loans, primarily from Stellantis N.V. dealers. In addition, the Company agreed to perform the servicing for any loans originated on SBNA’s behalf. During the three and six months ended June 30, 2021 and

2020 the Company facilitated the purchase of $2.6 billion, $4.5 billion, $1.7 billion and $2.8 billion of retail installment contacts, respectively.

The Company’s originations of retail installment contracts and leases by vehicle type during the three and six months ended June 30, 2021 and 2020 were as follows:


	Three Months Ended								Six Months Ended

	June 30, 2021				June 30, 2020				June 30, 2021				June 30, 2020
	(Dollar amounts in thousands)
Retail installment contracts
Car	$	1,985,636	33.8	%	$	1,180,348	23.2	%	$	3,461,375	33.4	%	$	2,409,963	26.9	%
Truck and utility	3,705,706		63.1	%	3,760,422		73.7	%	6,553,153		63.4	%	6,185,934		69.2	%
Van and other (a)	180,481		3.1	%	157,726		3.1	%	336,179		3.2	%	348,825		3.9	%
	$	5,871,823	100.0	%	$	5,098,496	100.0	%	$	10,350,707	100.0	%	$	8,944,722	100.0	%

Leased vehicles
Car	$	36,250	1.8	%	$	43,295	4.4	%	$	71,641	1.7	%	$	113,447	3.8	%
Truck and utility	2,006,334		97.0	%	924,064		93.6	%	4,076,244		96.5	%	2,823,632		93.9	%
Van and other (a)	25,157		1.2	%	19,258		2.0	%	74,362		1.8	%	70,259		2.3	%
	$	2,067,741	100.0	%	$	986,617	100.0	%	$	4,222,247	100.0	%	$	3,007,338	100.0	%

Total originations by vehicle type
Car	$	2,021,886	25.5	%	$	1,223,643	20.1	%	$	3,533,016	24.2	%	$	2,523,410	21.1	%
Truck and utility	5,712,040		71.9	%	4,684,486		77.0	%	10,629,397		73.0	%	9,009,566		75.4	%
Van and other (a)	205,638		2.6	%	176,984		2.9	%	410,541		2.8	%	419,084		3.5	%
	$	7,939,564	100.0	%	$	6,085,113	100.0	%	$	14,572,954	100.0	%	$	11,952,060	100.0	%

(a) Other primarily consists of commercial vehicles.

The Company’s portfolio of retail installment contracts held for investment and leases by vehicle type as of June 30, 2021 and December 31, 2020 are as follows:


	June 30, 2021				December 31, 2020
	(Dollar amounts in thousands)
Retail installment contracts
Car	$	11,881,654	36.3	%	$	11,727,343	35.6	%
Truck and utility	19,692,060		60.1	%	19,939,215		60.5	%
Van and other (a)	1,176,857		3.6	%	1,270,478		3.9	%
	$	32,750,571	100.0	%	$	32,937,036	100.0	%

Leased vehicles
Car	$	543,094	3.2	%	$	766,451	4.4	%
Truck and utility	15,926,065		94.6	%	16,052,162		93.0	%
Van and other (a)	366,680		2.2	%	440,855		2.6	%
	$	16,835,839	100.0	%	$	17,259,468	100.0	%

Total by vehicle type
Car	$	12,424,748	25.1	%	$	12,493,794	24.9	%
Truck and utility	35,618,125		71.8	%	35,991,377		71.7	%
Van and other (a)	1,543,537		3.1	%	1,711,333		3.4	%
	$	49,586,410	100.0	%	$	50,196,504	100.0	%

(a) Other primarily consists of commercial vehicles.

The Company's asset sales for the three and six months ended June 30, 2021 and 2020 were as follows:


	Three Months Ended						Six Months Ended

	June 30, 2021			June 30, 2020			2021			2020
	(Dollar amounts in thousands)

Retail installment contracts	$	309,784		$	512,286		$	2,690,569		$	512,286
Average APR	5.9		%	6.4		%	4.2		%	6.4		%
Average FICO®	716			691			737			691

Personal Loans	$	—		$	—		$	1,253,476		—
Average APR	—		%	—			29.7		%	—

Total Asset Sales	$	309,784		512,286			$	3,944,045		512,286

The unpaid principal balance, average APR, and remaining unaccreted net discount of the Company’s held for investment portfolio as of June 30, 2021 and December 31, 2020 are as follows:


	June 30, 2021			December 31, 2020
	(Dollar amounts in thousands)
Retail installment contracts	$	32,750,571		$	32,937,036
Average APR	15.7		%	15.2		%
Premium	(0.74)		%	(0.15)		%







Leased vehicles	$	16,835,839		$	17,259,468

Finance leases	$	24,150		$	26,150

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

The Company generally does not acquire receivables from dealers at a discount. The Company amortizes discounts, subvention payments from manufacturers, and origination costs as adjustments to income from retail installment contracts using the effective yield method. The Company estimates future principal prepayments specific to pools of homogeneous loans based on the vintage, credit quality at origination and term of the loan. Prepayments in our portfolio are sensitive to credit quality, with higher credit quality loans generally experiencing higher voluntary prepayment rates than lower credit quality loans. The impact of defaults is not considered in the prepayment rate, and the prepayment rate only considers voluntary prepayments. The resulting prepayment rate specific to each pool is based on historical experience, and is used as an input in the calculation of the constant effective yield. Our estimated weighted average prepayment rates ranged from 10.0% to 15.7% as of June 30, 2021, and 5.0% to 11.0% as of June 30, 2020.

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

During the three and six months ended June 30, 2021 and 2020 the Company recognized certain retail installment contracts with an unpaid principal balance of zero, zero, zero and $76,878, respectively, held by non-consolidated securitization Trusts under optional clean-up calls. Following the initial recognition of these loans at fair value, the performing loans in the portfolio will be carried at amortized cost, net of ACL. The Company elected the fair value option for all non-performing loans acquired (more than 60 days delinquent as of re-recognition date), for which it was probable that not all contractually required payments would be collected. For the Company’s existing purchased receivables portfolios - credit deteriorated, which were acquired at a discount partially attributable to credit deterioration since origination, the Company estimates the expected yield on each portfolio at acquisition and records monthly accretion income based on this expectation. The Company periodically re-evaluates performance expectations and may increase the accretion rate if a pool is performing better than expected. If a pool is performing worse than expected, the Company is required to continue to record accretion income at the previously established rate and to record impairment to account for the worsening performance.

The Company classifies most of its vehicle leases as operating leases. The Company records the net capitalized cost of each lease as an asset, which is depreciated on a straight-line basis over the contractual term of the lease to the expected residual value. The Company records lease payments due from customers as income until and unless a customer becomes more than 60 days delinquent, at which time the accrual of revenue is discontinued and reversed. The Company resumes and reinstates the accrual of revenue if a delinquent account subsequently becomes 60 days or less past due. The Company amortizes subvention payments from the manufacturer, down payments from the customer, and initial direct costs incurred in connection with originating the lease on a straight-line basis over the contractual term of the lease.

Three and Six Months Ended June 30, 2021 Compared to Three and Six Months Ended June 30, 2020

Interest on Finance Receivables and Loans


	Three Months Ended								Six Months Ended
	June 30,				Increase (Decrease)				June 30,				Increase (Decrease)
	2021		2020		Amount		Percent		2021		2020		Amount		Percent
	(Dollar amounts in thousands)
Income from retail installment contracts	$	1,229,068	$	1,152,053	$	77,015	7	%	$	2,444,974	$	2,331,489	$	113,485	5	%
Income from purchased receivables portfolios - credit deteriorated	424		727		(303)		(42)	%	909		1,515		(606)		(40)	%
Income from receivables from dealers	—		11		(11)		(100)	%	—		65		(65)		(100)	%
Income from personal loans	—		83,809		(83,809)		(100)	%	88,260		177,350		(89,090)		(50)	%
Total interest on finance receivables and loans	$	1,229,492	$	1,236,600	$	(7,108)	(1)	%	$	2,534,143	$	2,510,419	$	23,724	0.9	%

Income from retail installment contracts increased $77 million or 7% from the second quarter of 2020 to the second quarter of 2021 and increased $113 million or 5% from the six months ended June 30, 2020 to the six months ended June 30, 2021, primarily due to an increase in average outstanding balance of the Company's portfolio, offset by sale of gross retail installment contracts to third party investors in off-balance sheet securitizations.

Income from personal loans On March 31, 2021, the Company completed the sale of the $1.3 billion Bluestem personal lending portfolio BB Allium LLC. Refer to Note 1 – “Description of Business, Basis of Presentation, and Accounting Principles” to the condensed consolidated financial statements, for additional information regarding the sale.

Leased Vehicle Income and Expense



	Three Months Ended								Six Months Ended
	June 30,				Increase (Decrease)				June 30,				Increase (Decrease)
	2021		2020		Amount		Percent		2021		2020		Amount		Percent
	(Dollar amounts in thousands)
Leased vehicle income	$	703,916	$	737,549	$	(33,633)	(5)	%	$	1,444,800	$	1,485,528	$	(40,728)	(3)	%
Leased vehicle expense	294,720		610,861		(316,141)		(52)	%	718,515		1,163,773		(445,258)		(38)	%
Leased vehicle income, net	$	409,196	$	126,688	$	282,508	223	%	$	726,285	$	321,755	$	404,530	126	%

Leased vehicle income, net increased $283 million or 223% from the second quarter of 2020 to the second quarter of 2021 and increased $405 million or 126% from the six months ended June 30, 2020 to the six months ended June 30, 2021, primarily driven by an increase in residual value of liquidated units. Through the MPLFA, the Company receives manufacturer incentives on new leases originated under the program in the form of lease subvention payments, which are amortized over the term of the lease and reduce depreciation expense within leased vehicle expense.

Interest Expense


	Three Months Ended								Six Months Ended
	June 30,				Increase (Decrease)				June 30,				Increase (Decrease)
	2021		2020		Amount		Percent		2021		2020		Amount		Percent
	(Dollar amounts in thousands)
Interest expense on notes payable	$	230,425	$	300,165	$	(69,740)	(23)	%	$	476,851	$	618,879	$	(142,028)	(23)	%
Interest expense on derivatives	6,770		8,817		(2,047)		(23)	%	13,881		18,937		(5,056)		(27)	%
Total interest expense	$	237,195	$	308,982	$	(71,787)	(23)	%	$	490,732	$	637,816	$	(147,084)	(23)	%

Total interest expense decreased $71.8 million or 23% from the second quarter of 2020 to the second quarter of 2021 and decreased $147 million or 23% from the six months ended June 30, 2020 to the six months ended June 30, 2021, primarily due to a lower interest rate environment and lower debt balances.

Credit Loss Expense (benefit)



	Three Months Ended								Six Months Ended
	June 30,				Increase (Decrease)				June 30,				Increase (Decrease)
	2021		2020		Amount		Percent		2021		2020		Amount		Percent
	(Dollar amounts in thousands)





Credit loss expense	$	(263,751)	$	861,896	$	(1,125,647)	(131)	%	$	(127,542)	$	1,769,783	$	(1,897,325)	(107)	%

Credit loss expense (benefit) decreased $1.1 billion or 131% from the second quarter of 2020 to the second quarter of 2021 and decreased $1.9 billion or 107% from the six months ended June 30, 2020 to the six months ended June 30, 2021, primarily driven by the additional reserve to address credit risk associated with the COVID-19 outbreak and associated economic recession during the first and second quarter of 2020 and an increase in recoveries, and decrease in charge-offs due to increase in used car prices in 2021.

Profit Sharing



	Three Months Ended								Six Months Ended
	June 30,				Increase (Decrease)				June 30,				Increase (Decrease)
	2021		2020		Amount		Percent		2021		2020		Amount		Percent
	(Dollar amounts in thousands)
Profit sharing	$	50,553	$	11,530	$	39,023	338	%	$	117,879	$	25,825	$	92,054	356	%

Profit sharing expense consists of revenue sharing related to the MPLFA and profit sharing on personal loans originated pursuant to the agreements with Bluestem during the first quarter of 2021. Profit sharing expense increased from the second

quarter of 2020 to the second quarter of 2021 and increased from the six months ended June 30, 2020 to the six months ended June 30, 2021, primarily due to an increase in lease portfolio income resulting from an increase in revenue share with FCA, and Bluestem credit improvements, during the first quarter of 2021, prior to sale of the personal lending portfolio on March 31, 2021. Refer to Note 1 – “Description of Business, Basis of Presentation, and Accounting Principles” to the accompanying condensed consolidated financial statements, for additional information regarding the sale.

Other Income



	Three Months Ended								Six Months Ended
	June 30,				Increase (Decrease)				June 30,				Increase (Decrease)
	2021		2020		Amount		Percent		2021		2020		Amount		Percent
	(Dollar amounts in thousands)
Investment gains (losses), net	$	2,414	$	(147,582)	$	149,996	(102)	%	$	(12,298)	$	(211,008)	$	198,710	(94)	%
Servicing fee income	22,812		19,120		3,692		19	%	41,506		38,223		3,283		9	%
Fees, commissions, and other	50,847		82,069		(31,222)		(38)	%	151,375		177,199		(25,824)		(15)	%
Total other income	$	76,073	$	(46,393)	$	122,466	(264)	%	$	180,583	$	4,414	$	176,169	3,991	%

Average serviced for others portfolio	$	14,860,274	$	10,947,550	$	3,912,724	36	%	$	13,651,847	$	10,624,365	$	3,027,482	28	%

Investment gains (losses), net increased $150 million from the second quarter of 2020 to the second quarter of 2021 and increased $199 million from the six months ended June 30, 2020 to the six months ended June 30, 2021, primarily due to the sale of the personal lending portfolio.

Servicing fee income remained relatively flat in the second quarter of 2021 as compared to the second quarter of 2020 and from the six months ended June 30, 2020 to the six months ended June 30, 2021. The Company records servicing fee income on loans that it services but does not own and does not report on its balance sheet. The serviced for others portfolio as of June 30, 2021 and 2020 was as follows:


	June 30,
	2021		2020
	(Dollar amounts in thousands)
SBNA and Santander retail installment contracts	$	11,661,249	$	9,488,835
SBNA leases	—		131
Total serviced for related parties	$	11,661,249	$	9,488,966
CCAP securitizations	46,561		127,108
SCART securitizations	2,338,472		484,413
Other third parties	1,047,502		1,110,728
Total serviced for third parties	$	3,432,535	$	1,722,249
Total serviced for others portfolio	$	15,093,784	$	11,211,215

Fees, commissions, and other primarily includes late fees, miscellaneous, and other income and decreased primarily due to the sale of Bluestem personal lending portfolio BB Allium LLC. Refer to Note 1 – “Description of Business, Basis of Presentation, and Accounting Principles” to the condensed consolidated financial statements, for additional information regarding the sale.

Total Operating Expenses



	Three Months Ended								Six Months Ended
	June 30,				Increase (Decrease)				June 30,				Increase (Decrease)
	2021		2020		Amount		Percent		2021		2020		Amount		Percent
	(Dollar amounts in thousands)
Compensation expense	$	156,450	$	127,643	$	28,807	23	%	$	310,345	$	260,969	$	49,376	19	%
Repossession expense	38,845		22,289		16,556		74	%	84,191		79,951		4,240		5	%
Other operating costs	107,915		116,747		(8,832)		(8)	%	203,166		208,432		(5,266)		(3)	%
Total operating expenses	$	303,210	$	266,679	$	36,531	14	%	$	597,702	$	549,352	$	48,350	9	%

Compensation expenses increased $29 million or 23% from the second quarter of 2020 to the second quarter of 2021 and increased $49 million or 19% from the six months ended June 30, 2020 to the six months ended June 30, 2021, primarily due to an increase in employee headcount resulting in a higher bonus accrual and an increase in medical claims reserve, offset by a prior year pandemic adjustment.

Repossession expense increased $17 million or 74% from the second quarter of 2020 to the second quarter of 2021 and increased $4 million or 5% from the six months ended June 30, 2020 to the six months ended June 30, 2021, primarily due to lower volume of involuntary repossessions nationwide as a result of the COVID-19 outbreak during the prior year.

Income Tax Expense



	Three Months Ended									Six Months Ended
	June 30,						Increase (Decrease)			June 30,						Increase (Decrease)
	2021			2020			Amount		Percent	2021			2020			Amount		Percent
	(Dollar amounts in thousands)
Income tax expense	$	332,420		$	(32,857)		$	365,277	(1,112)%	$	566,877		$	(35,315)		$	602,192	(1,705)	%
Income before income taxes	1,390,622			(129,535)			1,520,157		(1,174)%	2,366,734			(135,980)			2,502,714		(1,841)	%
Effective tax rate	23.9		%	25.4		%				24.0		%	26.0		%

The effective tax rate increased from 24.0% for the six months ended June 30, 2020 to 26.0% for the six months ended June 30, 2021, primarily due to pre-tax income in the first half of 2021 compared to discrete tax adjustments that increased the tax benefit recorded on the pre-tax loss in the first half of 2020.

Other Comprehensive Income (Loss)



	Three Months Ended								Six Months Ended
	June 30,				Increase (Decrease)				June 30,				Increase (Decrease)
	2021		2020		Amount		Percent		2021		2020		Amount		Percent
	(Dollar amounts in thousands)


Change in unrealized gains (losses) on cash flow hedges and available-for-sale securities, net of tax	$	4,963	$	(50)	$	5,013	(10026)	%	$	13,711	$	(37,012)	$	50,723	(137)	%

The change in unrealized gains (losses) for the three and six months ended June 30, 2021 as compared to three and six months ended June 30, 2020, was primarily driven by an increase in cash flow hedge portfolio related to mark-to-market valuation, as shown in Note 9 “Derivative Financial Instruments” to the accompanying condensed consolidated financial statements.

Credit Quality

Loans and Other Finance Receivables

Allowance for Credit losses

Non-prime loans comprise 80% of the Company’s portfolio as of June 30, 2021. The Company records an ACL at a level considered adequate to cover current expected credit losses in the Company’s retail installment contracts and other loans and receivables held for investment, based upon a holistic assessment including both quantitative and qualitative considerations. Refer to Note 2 - "Finance Receivables" and Note 3 - "Credit Loss Allowance and Credit Quality" to the accompanying

condensed consolidated financial statements for the details on the Company’s held for investment portfolio of retail installment contracts as of June 30, 2021 and December 31, 2020.

Credit risk profile

A summary of the credit risk profile of the Company’s retail installment contracts held for investment, by FICO® score, number of trade lines (represents number of approved credit accounts reported to credit reporting agencies), and length of credit history, each as determined at origination, as of June 30, 2021 and December 31, 2020 was as follows (dollar amounts in billions, totals may not sum due to rounding):


June 30, 2021
Trade Lines		1			2			3			4+			Total
FICO	Months History	$	%		$	%		$	%		$	%		$	%
No-FICO (a)	<36	$3.2	97	%	$0.1	3	%	$0.0	—	%	$0.0	—	%	$3.3	9	%
	36+	0.4	44	%	0.2	22	%	0.1	11	%	0.2	22	%	0.9	3	%
<540	<36	0.1	50	%	0.0	—	%	0.0	—	%	0.1	50	%	0.2	1	%
	36+	0.1	2	%	0.2	4	%	0.2	4	%	4.3	90	%	4.8	15	%
540-599	<36	0.3	33	%	0.2	22	%	0.1	11	%	0.3	33	%	0.9	3	%
	36+	0.1	1	%	0.3	3	%	0.3	3	%	9.7	93	%	10.4	31	%
600-639	<36	0.4	44	%	0.2	22	%	0.1	11	%	0.2	22	%	0.9	3	%
	36+	0.1	2	%	0.1	2	%	0.2	3	%	5.5	93	%	5.9	18	%
>=640 (b)	<36	0.8	57	%	0.2	14	%	0.2	14	%	0.2	14	%	1.4	4	%
	36+	0.1	2	%	0.1	2	%	0.1	2	%	4.1	93	%	4.4	13	%
Total (c)		$5.6	17	%	$1.6	5	%	$1.3	4	%	$24.6	74	%	$33.1	100	%


December 31, 2020
Trade Lines		1				2				3				4+				Total
FICO	Months History	$		%		$		%		$		%		$		%		$		%
No-FICO (a)	<36	$3.0		97	%	$	0.1	3	%	$	0.0	—	%	$	0.0	—	%	$	3.1	9	%
	36+	0.3		38	%	0.2		25	%	0.1		13	%	0.2		25	%	0.8		2	%
<540	<36	0.0		—	%	—		—	%	0.1		50	%	0.1		50	%	0.2		1	%
	36+	0.1		2	%	0.2		4	%	0.2		4	%	4.3		90	%	4.8		15	%
540-599	<36	0.3		38	%	0.2		25	%	0.1		13	%	0.2		25	%	0.8		3	%
	36+	0.2		2	%	0.2		2	%	0.3		3	%	9.0		93	%	9.7		28	%
600-639	<36	0.4		44	%	0.2		22	%	0.1		11	%	0.2		22	%	0.9		3	%
	36+	0.1		2	%	0.1		2	%	0.1		2	%	5.0		94	%	5.3		16	%
>640 (b)	<36	1.0		59	%	0.3		18	%	0.2		12	%	0.2		12	%	1.7		5	%
	36+	0.1		2	%	0.1		2	%	0.1		2	%	5.5		95	%	5.8		18	%
Total (c)		$	5.5	17	%	$	1.6	5	%	$	1.3	4	%	$	24.7	75	%	$	33.1	100	%

(a) Includes commercial loans

(b) Beginning in 2021, loans with FICO score of 640 are disclosed in the >=640 category. As of December 31, 2020, loans with FICO score of 640 were included in the 600-639 category.

(c) The amount of accrued interest excluded from the disclosed amortized cost as of June 30, 2021 and December 31, 2020 is $348 million and $416 million, respectively.

Delinquencies

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

In each case, the period of delinquency is based on the number of days payments are contractually past due. Delinquencies may vary from period to period based upon the average age or seasoning of the portfolio, seasonality within the calendar year, and economic factors. Historically, the Company’s delinquencies have been highest in the period from November through January due to consumers’ holiday spending. For the three months ended June 30, 2021, delinquency rates have been positively impacted (lower) due to the benefits of government stimulus payments and tax refunds provided to customers.

Refer to Note 3 - "Credit Loss Allowance and Credit Quality" to the accompanying condensed consolidated financial statements for the details on the retail installment contracts held for investment that were placed on nonaccrual status, as of June 30, 2021 and December 31, 2020.

Credit Loss Experience

The following is a summary of net losses and repossession activity on retail installment contracts held for investment for the six months ended June 30, 2021 and 2020.


	Six Months Ended
	June 30, 2021			June 30, 2020

	(Dollar amounts in thousands)
Principal outstanding at period end	$	32,750,571		$	30,492,634
Average principal outstanding during the period	$	32,494,401		$	30,493,604
Number of receivables outstanding at period end	1,899,239			1,916,589
Average number of receivables outstanding during the period	1,910,209			1,867,332
Number of repossessions (a)	84,249			82,364
Number of repossessions as a percent of average number of receivables outstanding	8.8		%	8.8		%
Net losses	$	164,852		$	1,054,060
Net losses as a percent of average principal amount outstanding (b)	1.0		%	6.9		%

(a) Repossessions are net of redemptions. The number of repossessions includes repossessions from the outstanding portfolio and from accounts already charged off. The Company temporarily suspended involuntary repossession activities nationwide during the onset of COVID-19 and restarted these activities during Q3 2020.

(b) Decrease is due to a reduction in the number of repossessions (refer to note (a) above), and an increase in the number of deferrals (explained in detail under "Deferrals and Troubled Debt Restructurings" below) as it relates to COVID-19.

There were no charge-offs on the Company’s receivables from dealers for the three and six months ended June 30, 2021 and 2020. Net charge-offs on the finance lease receivables portfolio, totaled $1,128 and $1,517 for the six months ended June 30, 2021 and 2020, respectively.

Deferrals and Troubled Debt Restructurings

In accordance with the Company’s policies and guidelines, the Company may offer extensions (deferrals) to customers on its retail installment contracts, whereby the customer is allowed to defer a maximum of three payments per event to the end of the loan. The Company’s policies and guidelines limit the frequency of each new deferral to one deferral every six months, regardless of the length of any prior deferral. Further, the maximum number of lifetime months extended for all automobile retail installment contracts is eight, while some marine and recreational vehicle contracts have a maximum of twelve months extended to reflect their longer term. Additionally, the Company generally limits the granting of deferrals on new accounts until a requisite number of months have passed since origination. During the deferral period, the Company continues to accrue and collect interest on the loan in accordance with the terms of the deferral agreement.

In March 2020, the Company began actively working with its borrowers impacted by COVID-19 and provided loan modification programs in accordance with the “Interagency Statement on Loan Modifications and Reporting for Financial Institutions Working with Customers Affected by the Coronavirus" issued by federal banking agencies and the CARES Act to mitigate the adverse effects of COVID-19 on modifications. These programs temporarily revised the practices noted above during 2020 and increased the volume of modifications provided to our customers. The Company's predominant program offering is a two-month deferral of payments to the end of the loan term and waiver of late charges.

Effective January 1, 2021, the Company has generally returned to pre-pandemic servicing practices, with the exception of an increased limit on total months of extensions allowed. As of June 30, 2021, the overall modification volumes were consistent with volumes experienced before COVID-19 pandemic, and the number and dollar amount of active COVID-19 modifications are immaterial.

The following is a summary of all deferrals (amortized cost) on the Company’s retail installment contracts held for investment as of the dates indicated:


	June 30, 2021				December 31, 2020
	(Dollar amounts in thousands)
Never deferred	$	23,304,864	70.4	%	$	20,824,336	63.0	%
Deferred once	3,923,448		11.9	%	5,245,471		15.8	%
Deferred twice	2,325,645		7.0	%	3,083,542		9.3	%
Deferred 3 - 4 times	2,424,461		7.3	%	2,842,870		8.6	%
Deferred greater than 4 times	1,126,619		3.4	%	1,104,369		3.3	%

Total (a)	$	33,105,037			$	33,100,588

(a) The amount of accrued interest excluded from the disclosed amortized cost as of June 30, 2021 and December 31, 2020 is $348 million and $416 million, respectively.

At the time a deferral is granted, all delinquent amounts may be deferred or paid. This may result in the classification of the loan as current and therefore not considered a delinquent account. However, there are other instances when a deferral is granted but the loan is not brought completely current, such as when the account days past due is greater than the deferment period granted. Such accounts are aged based on the timely payment of future installments in the same manner as any other account. Historically, the majority of deferrals are approved for borrowers who are either 31-60 or 61-90 days delinquent and these borrowers are typically reported as current after deferral. If a customer receives two or more deferrals over the life of the loan, the loan would generally advance to a TDR designation.

The Company evaluates the results of deferral strategies based upon the amount of cash installments that are collected on accounts after they have been deferred versus the extent to which the collateral underlying the deferred accounts has depreciated over the same period of time. Based on this evaluation, the Company believes that payment deferrals granted according to its policies and guidelines are an effective portfolio management technique and result in higher ultimate cash collections from the portfolio.

Changes in deferral levels do not have a direct impact on the ultimate amount of consumer finance receivables charged off. However, the timing of a charge-off may be affected if the previously deferred account ultimately results in a charge-off. To the extent that deferrals impact the ultimate timing of when an account is charged off, historical charge-off ratios, expected life of the loan and cash flow forecasts for loans classified as TDRs used in the determination of the adequacy of the Company’s ACL are also impacted.

The Company also may agree, or be required by operation of law or by a bankruptcy court, to grant a modification involving one or a combination of the following: a reduction in interest rate, a reduction in loan principal balance, a temporary reduction of monthly payment, or an extension of the maturity date. Similar to deferrals, the Company believes modifications are an effective portfolio management technique. Not all modifications are classified as TDRs as the loan may not meet the scope of the applicable guidance or the modification may have been granted for a reason other than the borrower’s financial difficulties.

The following is a summary of the amortized cost (including accrued interest) balance as of June 30, 2021 and December 31, 2020 of loans that have received these modifications and concessions;


	June 30, 2021		December 31, 2020
	Retail Installment Contracts
	(Dollar amounts in thousands)
Temporary reduction of monthly payment (a)	$	345,192	$	579,187
Bankruptcy-related accounts	18,233		23,865
Extension of maturity date	89,902		69,613
Interest rate reduction	75,051		76,786
Max buy rate and fair lending (b)	8,380,278		7,459,761
Other (c)	466,251		391,424
Total modified loans	$	9,374,907	$	8,600,636

(a) Reduces a customer’s payment for a temporary time period (no more than six months)

(b) Max buy rate modifications comprise loans modified by the Company to adjust the interest rate quoted in a dealer-arranged financing. The Company reassesses the contracted APR when changes in the deal structure are made (e.g., higher down payment and lower vehicle price). If any of the changes result in a lower APR, the contracted rate is reduced. Substantially all deal structure changes occur within seven days of the date the contract is signed. These deal

structure changes are made primarily to give the consumer the benefit of a lower rate due to an improved contracted deal structure compared to the deal structure that was approved during the underwriting process. Fair Lending modifications comprises loans modified by the Company related to possible “disparate impact” credit discrimination in indirect vehicle finance. These modifications are not considered a TDR event because they do not relate to a concession provided to a customer experiencing financial difficulty.

(c) Includes various other types of modifications and concessions, such as hardship modifications that are considered a TDR event.

A loan that has been classified as a TDR remains so until the loan is liquidated through payoff or charge-off. TDRs are generally placed on nonaccrual status when the account becomes past due more than 60 days. For loans on nonaccrual status, interest income is recognized on a cash basis and the accrual of interest is resumed and reinstated if a delinquent account subsequently becomes 60 days or less past due.

The following table shows the components of the changes in the amortized cost (including accrued interest) in retail installment contract TDRs for the three and six months ended June 30, 2021 and 2020:



	Three Months Ended				Six Months Ended
	June 30, 2021		June 30, 2020		June 30, 2021		June 30, 2020
Balance — beginning of period	$	4,430,512	$	3,436,753	$	4,011,780	$	3,828,892
New TDRs	411,319		896,477		1,433,473		1,082,244
Charge-offs	(190,511)		(127,617)		(392,972)		(417,184)
Paydowns (a)	(416,983)		(224,817)		(768,388)		(538,827)
Others	(24,126)		822		(73,682)		26,493
Balance — end of period (b)	$	4,210,211	$	3,981,618	$	4,210,211	$	3,981,618

(a) Includes net discount accreted in interest income for the period.

(b) excluding collateral-dependent bankruptcy TDRs

Refer to Note 3 - "Credit Loss Allowance and Credit Quality" to the accompanying condensed consolidated financial statements for the details on the Company’s amortized cost (including accrued interest) in TDRs and a summary of delinquent TDRs, as of June 30, 2021 and December 31, 2020.

Liquidity Management, Funding and Capital Resources

Source of Funding

The Company requires a significant amount of liquidity to originate and acquire loans and leases and to service debt. The Company funds its operations through its lending relationships with 13 third-party banks, Santander and SHUSA, and through securitizations in the ABS market and flow agreements. The Company seeks to issue debt that appropriately matches the cash flows of the assets that it originates. The Company has more than $7.2 billion of stockholders’ equity that supports its access to the securitization markets, credit facilities, and flow agreements.

During the quarter ended June 30, 2021, the Company completed on-balance sheet funding transactions totaling approximately $6.0 billion, including:

•securitization on the Company’s SDART platform for approximately $2.0 billion;

•securitizations on the Company's DRIVE, deeper subprime platform, for approximately $1.6 billion;

•lease securitization on our SRT platform for approximately $1.7 billion; and

•private amortizing lease facilities for approximately $0.7 billion.

The Company also completed approximately $0.3 billion in asset sales to third parties.

Refer to Note 7 - "Debt" to the accompanying condensed consolidated financial statements for the details on the Company’s total debt.

Credit Facilities

Third-party Revolving Credit Facilities

Warehouse Lines

The Company has one credit facility with eight banks providing an aggregate commitment of $3.5 billion for the exclusive use of providing short-term liquidity needs to support Chrysler Finance lease financing. The facility requires reduced Advance Rates in the event of delinquency, credit loss, or residual loss ratios, as well as other metrics exceeding specified thresholds.

The Company has eight credit facilities with eleven banks providing an aggregate commitment of $8.3 billion for the exclusive use of providing short-term liquidity needs to support Core and CCAP Loan financing. As of June 30, 2021 there was an outstanding balance of approximately $0.8 billion on these facilities in aggregate. These facilities reduced Advance Rates in the event of delinquency, credit loss, as well as various other metrics exceeding specific thresholds.

Repurchase Agreements

The Company obtains financing through investment management or repurchase agreements whereby the Company pledges retained subordinate bonds on its own securitizations as collateral for repurchase agreements with various borrowers and at renewable terms ranging up to one year. As of June 30, 2021, there is no outstanding balance under any repurchase agreements.

Lines of Credit with Santander and Related Subsidiaries

Santander and certain of its subsidiaries, such as SHUSA, historically have provided, and continue to provide, the Company with significant funding support in the form of committed credit facilities. The Company’s debt with these affiliated entities consisted of the following:


	As of June 30, 2021 (amounts in thousands)
	Counterparty	Utilized Balance		Committed Amount		Average Outstanding Balance		Maximum Outstanding Balance
Promissory Note	SHUSA	$	250,000	$	250,000	$	250,000	$	250,000
Promissory Note	SHUSA	250,000		250,000		250,000		250,000
Promissory Note	SHUSA	250,000		250,000		250,000		250,000
Promissory Note	SHUSA	250,000		250,000		250,000		250,000

Promissory Note	SHUSA	350,000		350,000		350,000		350,000
Promissory Note	SHUSA	400,000		400,000		400,000		400,000
Promissory Note	SHUSA	450,000		450,000		450,000		450,000
Promissory Note	SHUSA	500,000		500,000		500,000		500,000
Promissory Note	SHUSA	500,000		500,000		500,000		500,000
Promissory Note	SHUSA	650,000		650,000		650,000		650,000
Promissory Note	SHUSA	650,000		650,000		650,000		650,000
Promissory Note	SHUSA	750,000		750,000		750,000		750,000
Promissory Note	SHUSA	1,000,000		1,000,000		1,000,000		1,000,000
Promissory Note	Santander	2,000,000		2,000,000		2,000,000		2,000,000
Promissory Note	Santander	2,000,000		2,000,000		2,000,000		2,000,000
Line of Credit	SHUSA	—		500,000		110,000		480,000
Line of Credit	SHUSA	—		2,500,000		—		—
		$	10,250,000	$	13,250,000

SHUSA provides the Company with $0.5 billion of committed revolving credit and $2.5 billion of contingent liquidity that can be drawn on an unsecured basis. SHUSA also provides the Company with $6.3 billion of term promissory notes with maturities ranging from August 2021 to May 2025. Santander provides the Company with $4 billion of unsecured promissory notes with maturities ranging from June 2022 and September 2022.

Secured Structured Financings

The Company’s secured structured financings primarily consist of public, SEC-registered securitizations. The Company also executes private securitizations under Rule 144A of the Securities Act and privately issues amortizing notes. The Company has on-balance sheet securitizations outstanding in the market with a cumulative ABS balance of approximately $27 billion.

Deficiency and Debt Forward Flow Agreement

In addition to the Company’s credit facilities and secured structured financings, the Company has a flow agreement in place with a third party for charged off assets. Loans and leases sold under these flow agreements are not on the Company’s balance sheet but provide a stable stream of servicing fee income and may also provide a gain or loss on sale.

Off-Balance Sheet Financing

Beginning in 2017, the Company had the option to sell a contractually determined amount of eligible prime loans to Santander, through securitization platforms. As all of the notes and residual interests in the securitizations were issued to Santander, the Company recorded these transactions as true sales of the retail installment contracts securitized, and removed the sold assets from the Company’s consolidated balance sheets. Beginning in 2018, this program has been replaced with a new program with SBNA, whereby the Company has agreed to provide SBNA with origination support services in connection with the processing, underwriting and purchasing of retail loans, primarily from Stellantis N.V. dealers, all of which are serviced by the Company.

The Company also continues to periodically execute securitizations under Rule 144A of the Securities Act. After retaining the required credit risk retention via a 5% vertical interest, the Company transfers all remaining notes and residual interests in these securitizations to third parties. The Company subsequently records these transactions as true sales of the retail installment contracts securitized, and removes the sold assets from the Company's consolidated balance sheet.

Cash Flow Comparison

The Company has historically produced positive net cash from operating activities. The Company’s investing activities primarily consist of originations, acquisitions, and collections from retail installment contracts. SC’s financing activities primarily consist of borrowing, repayments of debt, share repurchases, and payment of dividends.


	Six Months Ended June 30,
	2021		2020
	(Dollar amounts in thousands)
Net cash provided by operating activities	$	3,817,038	$	1,192,105
Net cash provided by (used in) investing activities	3,606		(1,852,397)
Net cash provided by (used in) financing activities	(3,168,153)		732,456

Net Cash Provided by Operating Activities

Net cash provided by operating activities increased by $2.6 billion from the six months ended June 30, 2020 to the six months ended June 30, 2021, primarily due to the sale of the personal loan portfolio and an increase in proceeds on receivables held for sale.

Net Cash Provided by Investing Activities

Net cash provided by investing activities increased by $1.9 billion from the six months ended June 30, 2020 to the six months ended June 30, 2021, primarily due to $1.4 billion increase in originations of finance receivables held for investment (net), and $0.6 billion increase in proceeds from sale of leased vehicles net of purchases.

Net Cash Used in Financing Activities

Net cash used in financing activities decreased by $3.9 billion from the six months ended June 30, 2020 to the six months ended June 30, 2021, primarily due to decrease in payments for notes payable of $4.4 billion; offset by 0.5 billion increase of shares repurchased primarily due to tender offer program, which expired on February 27, 2020.

Contingencies and Off-Balance Sheet Arrangements

For information regarding the Company’s contingencies and off-balance sheet arrangements, refer to Note 6 - "Variable Interest Entities" and Note 14 - "Commitments and Contingencies" in the accompanying condensed consolidated financial statements.

Contractual Obligations

The Company leases its headquarters in Dallas, Texas, its servicing centers in Texas, Colorado, Arizona, and Puerto Rico, and operations facilities in California, Texas and Colorado under non-cancelable operating leases that expire at various dates through 2027. The Company also has various debt obligations entered into in the normal course of business as a source of funds.

The following table summarizes the Company’s contractual obligations as of June 30, 2021:


	Less than 1 year		1-3 years		3-5 years		More than 5 years		Total
	(In thousands)
Operating lease obligations	$	8,298	$	28,998	$	25,466	$	6,925	$	69,687
Notes payable - credit facilities and related party	4,811,045		4,700,000		1,500,000		—		11,011,045
Notes payable - secured structured financings (a)	636,091		10,392,234		11,347,811		4,895,088		27,271,224
Contractual interest on debt	667,512		643,215		164,814		53,112		1,528,653
Total	$	6,122,946	$	15,764,447	$	13,038,091	$	4,955,125	$	39,880,609

(a)Adjusted for unamortized costs of $80 million.

Risk Management Framework

The Company’s risk management framework is overseen by its Board, the RC, its management committees, its executive management team, an independent risk management function, an internal audit function and all of its associates. The RC, along with the Company’s full Board, is responsible for establishing the governance over the risk management process, providing oversight in managing the aggregate risk position and reporting on the comprehensive portfolio of risk categories and the potential impact these risks can have on the Company’s risk profile. The Company’s primary risks include, but are not limited to, credit risk, market risk, liquidity risk, operational risk and model risk. For more information regarding the Company’s risk management framework, please refer to the Risk Management Framework section of the 2020 Annual Report on Form 10-K.

Credit Risk

The Company applies a qualitative framework to exercise judgment about matters that are inherently uncertain and that are not considered by the quantitative framework. These adjustments are documented and reviewed through the Company’s risk management processes. Furthermore, management reviews, updates, and validates its process and loss assumptions on a periodic basis. This process involves an analysis of data integrity, review of loss and credit trends, a retrospective evaluation of actual loss information to loss forecasts, and other analyses.

ACL levels are collectively reviewed for adequacy and approved quarterly. Required actions resulting from the Company's analysis, if necessary, are governed by its Allowance for Credit Losses Committee. The ACL levels are approved by the Board level committees quarterly.

Part II, Item 8 – Financial Statements and Supplementary Data (Note 1) in the 2020 Annual Report on Form 10-K described the methodology used to determine the ACL and reserve for unfunded lending commitments in the Consolidated Balance Sheets.

Market Risk

Interest Rate Risk

The Company measures and monitors interest rate risk on at least a monthly basis. The Company borrows money from a variety of market participants to provide loans and leases to the Company’s customers. The Company’s gross interest rate spread, which is the difference between the income earned through the interest and finance charges on the Company’s finance receivables and lease contracts and the interest paid on the Company’s funding, will be negatively affected if the expense incurred on the Company’s borrowings increases at a faster pace than the income generated by the Company’s assets.

The Company has policies in place designed to measure, monitor and manage the potential volatility in earnings stemming from changes in interest rates. The Company generates finance receivables which are predominantly fixed rate and borrow with a mix of fixed and variable rate funding. To the extent that the Company’s asset and liability re-pricing characteristics are not effectively matched, the Company may utilize interest rate derivatives, such as interest rate swap agreements, to mitigate

against interest rate risk. As of June 30, 2021, the notional value of the Company’s interest rate swap agreements was $2.4 billion. The Company also enters into Interest Rate Cap agreements as required under certain lending agreements. In order to mitigate any interest rate risk assumed in the Cap agreement required under the lending agreement, the Company may enter into a second interest rate cap (Back-to-Back). As of June 30, 2021 the notional value of the Company’s interest rate cap agreements was $17.3 billion, under which, all notional was executed Back-to-Back.

The Company monitors its interest rate exposure by conducting interest rate sensitivity analysis. For purposes of reflecting a possible impact to earnings, the twelve-month net interest income impact of an instantaneous 100 basis point parallel shift in prevailing interest rates is measured. As of June 30, 2021, the twelve-month impact of a 100 basis point parallel increase in the interest rate curve would increase the Company’s net interest income by $13 million. In addition to the sensitivity analysis on net interest income, the Company also measures Market Value of Equity (MVE) to view the interest rate risk position. MVE measures the change in value of Balance Sheet instruments in response to an instantaneous 100 basis point parallel increase, including and beyond the net interest income twelve-month horizon. As of June 30, 2021, the impact of a 100 basis point parallel increase in the interest rate curve would decrease the Company’s MVE by $77 million.

Collateral Risk

The Company’s lease portfolio presents an inherent risk that residual values recognized upon lease termination will be lower than those used to price the contracts at inception. Although the Company has elected not to purchase residual value insurance at the present time, the Company’s residual risk is somewhat mitigated by the residual risk-sharing agreement with Stellantis N.V.. Under the agreement, the Company is responsible for incurring the first portion of any residual value gains or losses up to the first 8%. The Company and Stellantis N.V. then equally share the next 4% of any residual value gains or losses (i.e., those gains or losses that exceed 8% but are less than 12%). Finally, Stellantis N.V. is responsible for residual value gains or losses over 12%, capped at a certain limit, after which the Company incurs any remaining gains or losses. From the inception of the agreement with Stellantis N.V. through the second quarter of 2021, approximately 91% of full-term leases have not exceeded the first and second portions of any residual losses under the agreement. The Company also utilizes industry data, including the ALG benchmark for residual values, and employs a team of individuals experienced in forecasting residual values.

Similarly, lower used vehicle prices also reduce the amount that can be recovered when remarketing repossessed vehicles that serve as collateral underlying loans. The Company manages this risk through loan-to-value limits on originations, monitoring of new and used vehicle values using standard industry guides, and active, targeted management of the repossession process.

Liquidity Risk

The Company views liquidity as integral to other key elements such as capital adequacy, asset quality and profitability. The Company’s primary liquidity risk relates to the ability to finance new originations through the Bank and ABS securitization markets. The Company has a robust liquidity policy that is intended to manage this risk. The liquidity risk policy establishes the following guidelines:

•that the Company maintain at least eight external credit providers (as of June 30, 2021, it had thirteen);

•that the Company relies on Santander and affiliates for no more than 30% of its funding (as of June 30, 2021, Santander and affiliates provided 27% of its funding);

•that no single lender’s commitment should comprise more than 33% of the overall committed external lines (as of June 30, 2021, the highest single lender’s commitment was 16%); and

•that no more than 35% and 65% of the Company’s warehouse facilities mature in the next six months and twelve months respectively (as of June 30, 2021, two of the Company’s warehouse facilities are scheduled to mature in the next six or twelve months).

The Company’s liquidity risk policy also requires that the Company’s Asset Liability Committee monitor many indicators, both market-wide and company-specific, to determine if action may be necessary to maintain the Company’s liquidity position. The Company’s liquidity management tools include daily, monthly and twelve-month rolling cash requirements forecasts, long term strategic planning forecasts, monthly funding usage and availability reports, daily sources and uses reporting, structural liquidity risk exercises, key risk indicators, and the establishment of liquidity contingency plans. The Company also performs monthly stress tests in which it forecasts the impact of various negative scenarios (alone and in combination), including reduced credit availability, higher funding costs, lower Advance Rates, lending covenant breaches, lower dealer discount rates, and higher credit losses.

The Company generally seeks funding from the most efficient and cost-effective source of liquidity from the ABS markets, third-party facilities, and Santander and SHUSA. Additionally, the Company can reduce originations to significantly lower levels, if necessary, during times of limited liquidity.

The Company had established a qualified like-kind exchange program to defer tax liability on gains on sale of vehicle assets at lease termination. If the Company does not meet the safe harbor requirements of IRS Revenue Procedure 2003-39, the Company may be subject to large, unexpected tax liabilities, thereby generating immediate liquidity needs. The Company believes that its compliance monitoring policies and procedures are adequate to enable the Company to remain in compliance with the program requirements. The Tax Cuts and Jobs Act permanently eliminated the ability to exchange personal property after January 1, 2018, which resulted in the like-kind exchange program being discontinued in 2018.

Operational Risk

The Company is exposed to operational risk loss arising from failures in the execution of our business activities. These relate to failures arising from inadequate or failed processes, failures in its people or systems, or from external events. The Company’s operational risk management program includes Third Party Risk Management, Business Continuity Management, Information Risk Management, Fraud Risk Management, and Operational Risk Management, with key program elements covering Loss Event, Issue Management, Risk Reporting and Monitoring, and Risk Control Self-Assessment (RCSA).

To mitigate operational risk, the Company maintains an extensive compliance, internal control, and monitoring framework, which includes the gathering of corporate control performance threshold indicators, Sarbanes-Oxley testing, monthly quality control tests, ongoing compliance monitoring with applicable regulations, internal control documentation and review of processes, and internal audits. The Company also utilizes internal and external legal counsel for expertise when needed. Upon hire and annually, all associates receive comprehensive mandatory regulatory compliance training. In addition, the Board receives annual regulatory and compliance training. The Company uses industry-leading call mining that assists the Company in analyzing potential breaches of regulatory requirements and customer service.

Model Risk

The Company mitigates model risk through a robust model validation process, which includes committee governance and a series of tests and controls. The Company utilizes SHUSA’s Model Risk Management group for all model validation to verify models are performing as expected and in line with their design objectives and business uses.


ITEM 3.			QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Incorporated by reference from Part I, Item 2 – “Management’s Discussion and Analysis of Financial Conditions and Results of Operations —Risk Management Framework” above.

ITEM 4. CONTROLS AND PROCEDURES

Evaluation of Disclosure Controls and Procedures

Our management, with the participation of our CEO and CFO, has evaluated the effectiveness of our disclosure controls and procedures as defined in Rules 13a- 15(e) and 15d- 15(e) under the Exchange Act as of June 30, 2021 (the “Evaluation Date”). Based on that evaluation, our CEO and CFO have concluded that as of the Evaluation Date, our disclosure controls and procedures: (a) are effective to ensure that information required to be disclosed by the Company in the reports filed or submitted under the Exchange Act is recorded, processed, summarized, and reported within the time periods specified in the SEC’s rules and forms; and (b) include controls and procedures designed to ensure that information required to be disclosed by the Company in such reports is accumulated and communicated to the Company’s management, including the CEO and the CFO, as appropriate, to allow timely decisions regarding required disclosure.

Changes in Internal Control over Financial Reporting

There were no changes in the Company’s internal control over financial reporting identified in connection with the evaluation required by Rules 13a-15(d) and 15d-15(d) of the Exchange Act that occurred during the quarter ended June 30, 2021 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting. Although a substantial portion of the Company’s workforce continues to work remotely due to the COVID-19 pandemic, this has not materially affected our internal controls over financial reporting. We continue to monitor and assess the COVID-19 pandemic to minimize potential impacts, if any, it may have on the design and operating effectiveness of our internal controls.

PART II: OTHER INFORMATION


Item 1.			Legal Proceedings

Reference should be made to Note 14 – “Commitments and Contingencies” to the accompanying condensed consolidated financial statements, which is incorporated herein by reference, for information regarding legal proceedings in which the Company is involved, which supplements the discussion of legal proceedings set forth in Note 15 – “Related-Party Transactions” to the accompanying condensed consolidated financial statements included in the 2020 Annual Report on Form 10-K.


Item 1A.			Risk Factors

The Company is subject to a number of risks potentially impacting its business, financial condition, results of operations and cash flow. Other than the risk factor noted below, there have been no material changes from the risk factors set forth under Part I, Item 1A – Risk Factors, in the 2020 Annual Report on Form 10-K.

Our financial condition and our business operations may be negatively impacted as a result of the proposal received from Santander Holdings USA, Inc. to acquire the Company’s common stock not currently owned by it, and the market price of our common stock could decline significantly if a transaction is not completed.

On July 2, 2021, the Company announced that it received a non-binding proposal (the “Proposal”) from its majority shareholder, SHUSA, to acquire all of the outstanding shares of the Company’s common stock that are not currently owned by SHUSA at a purchase price of $39.00 per share in cash, subject to the conditions set forth in the Proposal (the “Proposed Transaction”). The Board formed an independent special committee (the “Special Committee”), composed of William Rainer, William Muir, and Robert McCarthy and elected William Rainer as its chairperson, to consider the Proposal. The Special Committee has engaged independent financial and legal advisors to assist in its evaluation of the Proposal. There can be no assurance the Proposed Transaction will be completed, or as to the terms of any such transaction. The review and consideration of the Proposal, as well as any alternatives that may become available to the Company, may require the expenditure of significant time and resources by the Company. Further, the Proposal may create uncertainty or be a distraction for our Board, management, employees, customers and business partners. Additionally, actions taken by the Company in response to the Proposal could result in litigation against the Company, which may result in further significant costs, uncertainty and distraction. The market price of our common stock may reflect various assumptions as to whether the Proposed Transaction will occur or perceived uncertainties in our future direction and the market price of our stock may change significantly as a result of changing assumptions or perceptions regarding the Potential Transaction. Failure to reach a definitive agreement and consummate a transaction could cause the market price of our common stock to decline significantly.


Item 2.			Unregistered Sales of Equity Securities and Use of Proceeds

There were no unregistered sales of the Company’s common stock during the period covered by this Quarterly Report on Form 10-Q.

There were no share repurchases of the Company's common stock as part of publicly announced plans or programs during the quarter ended June 30, 2021. Refer to Note 8 of the accompanying condensed consolidated financial statements for additional details on share repurchases.


Item 3.			Defaults upon Senior Securities

None.


Item 4.			Mine Safety Disclosures

Not applicable.


Item 5.			Other Information

Disclosure Pursuant to Section 219 of the Iran Threat Reduction and Syria Human Rights Act

(Amounts presented as actuals)

Pursuant to Section 219 of the Iran Threat Reduction and Syria Human Rights Act of 2012, which added Section 13(r) to the Securities Exchange Act of 1934, as amended (the “Exchange Act”), an issuer is required to disclose in its annual or quarterly reports, as applicable, whether it or any of its affiliates knowingly engaged in certain activities, transactions or dealings relating to Iran or with individuals or entities designated pursuant to certain Executive Orders. Disclosure is generally required even where the activities, transactions or dealings were conducted in compliance with applicable law.

The following activities are disclosed in response to Section 13(r) with respect to the Group and its affiliates. During the period covered by this report:

•Santander UK holds five blocked accounts for three customers, with the first customer holding one GBP savings account and one GBP current account, the second customer holding one GBP savings account and the third customer holding two GBP current accounts. All three customers, who are resident in the UK, are currently designated by the US under the Specially Designated Global Terrorist (SDGT) sanctions programme. Revenues and profits generated by Santander UK on these accounts in the six months ended June 30, 2021 were negligible relative to the overall profits of Banco Santander S.A.

•Santander UK holds two frozen current accounts for two UK nationals who are designated by the US under the SDGT sanctions programme. The accounts held by one customer were fully inaccessible at the time of the US designation and were blocked at the time of the account going into a debit balance. The accounts held by the second customer were blocked immediately following the US designation and have remained frozen throughout the six months ended June 30, 2021. These accounts are frozen in order to comply with Articles 2, 3 and 7 of Council Regulation (EC) No 881/2002 imposing certain specific restrictive measures directed against certain persons and entities associated with the Al-Qaeda network, by virtue of Commission Implementing Regulation (EU) 2015/1815. The accounts are in arrears (£1,844.73 in debit combined) and are currently being managed by Santander UK Collections & Recoveries department. No revenues or profits were generated by Santander UK on these accounts in the six months ended June 30, 2021.

•Santander Consumer Finance, S.A. holds through its Belgian branch seven blocked correspondent accounts for Bank Melli. Three USD accounts and four EUR accounts. The accounts have been blocked since 2008. Bank Melli is currently designated by the US under the Specially Designated Global Terrorist (SDGT) sanctions programme. No revenues or profits were generated by Santander Consumer Bank, S.A. on these accounts in the six months ended June 30, 2021

•The Group also has certain legacy performance guarantees for the benefit of Bank Mellat (stand-by letters of credit to guarantee the obligations – either under tender documents or under contracting agreements – of contractors who participated in public bids in Iran) that were in place prior to April 27, 2007.

In the aggregate, all of the transactions described above resulted in gross revenues and net profits in the six months ended June 30, 2021 which were negligible relative to the overall revenues and profits of Banco Santander, S.A. The Group has undertaken significant steps to withdraw from the Iranian market such as closing its representative office in Iran and ceasing all banking activities therein, including correspondent relationships, deposit taking from Iranian entities and issuing export letters of credit, except for the legacy transactions described above. The Group is not contractually permitted to cancel these arrangements without either (i) paying the guaranteed amount (in the case of the performance guarantees), or (ii) forfeiting the outstanding amounts due to it (in the case of the export credits). As such, the Group intends to continue to provide the guarantees and hold these assets in accordance with company policy and applicable laws.


Item 6.			Exhibits

The following exhibits are included herein:


Exhibit Number						Description











10.1						Amendment to Master Private Label Financing Agreement, dated May 18, 2021 (certain identified information has been excluded from this exhibit because it is both (i) not material and (ii) would likely cause competitive harm to the Registrant if publicly disclosed) (incorporated by reference to Exhibit 10.1 to Registrant’s Form 8-K filed May 21, 2021; File No. 001-36270).
10.2*						Offer letter, dated April 20, 2021 by and between Bruce Jackson and Santander Consumer USA Inc. #
10.3*						Offer letter, dated May 7, 2021 by and between Sandra Rosa and Santander Consumer USA Inc. #
10.4						Offer letter, by and among Mahesh Aditya and Santander Consumer USA Inc., dated June 25, 2021 (incorporated by reference to Registrant’s Form 8 -K , filed June 2 5 , 20 21 ; File No. 001-36270)#


















31.1*						Chief Executive Officer certification pursuant to Rule 13a-14(a) of the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
31.2*						Chief Financial Officer certification pursuant to Rule 13a-14(a) of the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
32.1*						Chief Executive Officer certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
32.2*						Chief Financial Officer certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
101.INS*						Inline XBRL Instance Document - this instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL Document
101.SCH*						Inline XBRL Taxonomy Extension Schema
101.CAL*						Inline XBRL Taxonomy Extension Calculation Linkbase
101.DEF*						Inline XBRL Taxonomy Extension Definition Linkbase
101.LAB*						Inline XBRL Taxonomy Extension Label Linkbase
101.PRE*						Inline XBRL Taxonomy Extension Presentation Linkbase
104*						Cover page formatted as Inline XBRL and contained in Exhibit 101


*			Filed herewith.
#			Indicates management contract or compensatory plan or arrangement

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.


						Santander Consumer USA Holdings Inc. (Registrant)

By:						/s/ Mahesh Aditya
						Name: Mahesh Aditya
						Title: President and Chief Executive Officer

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated:

Signature

Title

Date

/s/Mahesh Aditya

President and Chief Executive Officer

July 29, 2021

Mahesh Aditya

(Principal Executive Officer)

/s/ Fahmi Karam

Chief Financial Officer

July 29, 2021

Fahmi Karam

(Principal Financial and Accounting Officer)

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Santander Consumer USA (SC) 10-Q2021 Q2 Quarterly report

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