What changed in this filing

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Item 9A. Controls and Procedures

2021-02-09 compared with 2020-02-14 · 73 added, 85 removed, 174 unchanged (48% of the section changed)

2 unchanged sentences

Evaluation of Disclosure Controls and Procedures

Disclosure controls and procedures are designed to provide reasonable assurance that information OMH is required to disclose in reports that OMH files or submits under the Exchange Act, is recorded, processed, summarized, and reported within the time periods specified in the SEC’s rules and forms, and that such information is accumulated and communicated to management, including the Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure.

Disclosure controls and procedures are designed to provide reasonable assurance that information OMH is required to disclose in reports that OMH files or submits under the Exchange Act, is recorded, processed, summarized, and reported within the time periods specified in the SEC’s rules and forms, and that such information is accumulated and communicated to management, including the Chief Executive Officer and the Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure.

As of December 31, 2020, OMH carried out an evaluation of the effectiveness of its disclosure controls and procedures, as such term is defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act.

9 unchanged sentences

There were no changes in OMH's internal control over financial reporting during the fourth quarter of 2020 that have materially affected, or are reasonably likely to materially affect, OMH's internal control over financial reporting.

CONTROLS AND PROCEDURES OF SPRINGLEAF FINANCE CORPORATION

CONTROLS AND PROCEDURES OF ONEMAIN FINANCE CORPORATION

Evaluation of Disclosure Controls and Procedures

Disclosure controls and procedures are designed to provide reasonable assurance that information SFC is required to disclose in reports that SFC files or submits under the Exchange Act, is recorded, processed, summarized, and reported within the time periods specified in the SEC’s rules and forms, and that such information is accumulated and communicated to management, including the Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure.

As of December 31, 2019, SFC carried out an evaluation of the effectiveness of its disclosure controls and procedures, as such term is defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act.

This evaluation was conducted under the supervision of, and with the participation of SFC’s management, including the Chief Executive Officer and the Chief Financial Officer.

Based on the evaluation, the Chief Executive Officer and the Chief Financial Officer concluded that SFC's disclosure controls and procedures were effective as of December 31, 2019 to provide the reasonable assurance described above.

Disclosure controls and procedures are designed to provide reasonable assurance that information OMFC is required to disclose in reports that OMFC files or submits under the Exchange Act, is recorded, processed, summarized, and reported within the time periods specified in the SEC’s rules and forms, and that such information is accumulated and communicated to management, including the Chief Executive Officer and the Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure.

As of December 31, 2020, OMFC carried out an evaluation of the effectiveness of its disclosure controls and procedures, as such term is defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act.

This evaluation was conducted under the supervision of, and with the participation of OMFC’s management, including the Chief Executive Officer and the Chief Financial Officer.

Based on the evaluation, the Chief Executive Officer and the Chief Financial Officer concluded that OMFC's disclosure controls and procedures were effective as of December 31, 2020 to provide the reasonable assurance described above.

Management’s Report on Internal Control over Financial Reporting

SFC's management is responsible for establishing and maintaining adequate internal control over financial reporting, as such term is defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act, and has conducted an evaluation of the effectiveness of its internal control over financial reporting as of December 31, 2019, based on the framework set forth by the Committee of Sponsoring Organizations of the Treadway Commission in “Internal Control - Integrated Framework” (2013).

OMFC's management is responsible for establishing and maintaining adequate internal control over financial reporting, as such term is defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act, and has conducted an evaluation of the effectiveness of its internal control over financial reporting as of December 31, 2020, based on the framework set forth by the Committee of Sponsoring Organizations of the Treadway Commission in “Internal Control - Integrated Framework” (2013).

Internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with GAAP.

Based on this evaluation, SFC's management concluded that SFC's internal control over financial reporting was effective as of December 31, 2019.

Based on this evaluation, OMFC's management concluded that OMFC's internal control over financial reporting was effective as of December 31, 2020.

Changes in Internal Control over Financial Reporting

There were no changes in SFC's internal control over financial reporting during the fourth quarter of 2019 that have materially affected, or are reasonably likely to materially affect, SFC's internal control over financial reporting.

There were no changes in OMFC's internal control over financial reporting during the fourth quarter of 2020 that have materially affected, or are reasonably likely to materially affect, OMFC's internal control over financial reporting.

Other Information.

Apollo-Värde Group Margin Loan Agreements

As of December 16, 2019, the Apollo-Värde Group informed OMH that it has undertaken to pledge all of its 54,937,500 shares of OMH’s common stock pursuant to margin loan agreements and related documentation on a non-recourse basis.

The Apollo-Värde Group further informed OMH that the loan to value ratio in connection with the loans on January 30, 2020 was equal to approximately 21.45%.

The Apollo-Värde Group informed OMH that the margin loan agreements contain customary default provisions, and in the event of an event of default under the loan agreements, the lenders thereunder may foreclose upon any and all shares of OMH’s common stock pledged to them.

When the margin loan agreements were entered into, OMH delivered letter agreements to the lenders in which it has, among other things, made certain representations and warranties and has agreed, subject to certain exceptions, not to take any actions that are intended to hinder or delay the exercise of any remedies by the secured parties under the margin loan agreements and related documentation.

Except for the foregoing, OMH is not a party to the margin loan agreements and related documentation and does not have, and will not have, any obligations thereunder.

Consulting Agreement

On December 2, 2019, OMH announced that John C.

Anderson would be retiring from the Company in 2020.

On February 13, 2020, OMH and one of its subsidiaries entered into a Consulting and Separation Agreement and Release (the “Consulting Agreement”) with Mr.

The Consulting Agreement provides that Mr.

Anderson will serve as a consultant to the Company from February 22, 2020 through June 30, 2020, subject to earlier termination under certain circumstances.

The consulting fee is $225,000, plus authorized expense reimbursements.

The Consulting Agreement also provides for a lump sum separation payment totaling $825,000, payable on June 30, 2020, provided that Mr.

Anderson complies with the terms of the Consulting Agreement, which includes a release of claims and certain restrictive covenants.

Directors, Executive Officers and Corporate Governance.

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Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.

The information required by Item 12 is incorporated by reference to the information presented in the sections captioned “Security Ownership of Certain Beneficial Owners and Management” and “Executive Compensation - Equity Compensation Plan Information” in the Proxy Statement.

The information required by Item 12, other than the information regarding the Apollo-Värde Group margin loan agreements set forth below, is incorporated by reference to the information presented in the sections captioned “Security Ownership of Certain Beneficial Owners and Management” and “Executive Compensation - Equity Compensation Plan Information” in the Proxy Statement.

Apollo-Värde Group Margin Loan Agreements

On December 16, 2019, the Apollo-Värde Group informed OMH that it had undertaken to pledge all of its 54,937,500 shares of OMH’s common stock pursuant to margin loan agreements and related documentation on a non-recourse basis.

The Apollo-Värde Group further informed OMH that the loan to value ratio in connection with the loans on January 22, 2021 was equal to approximately 19%.

Except for the foregoing, OMH is not a party to the margin loan agreements and related documentation and does not have, and will not have, any obligations thereunder.

Certain Relationships and Related Transactions, and Director Independence.

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(a) (1) The following consolidated financial statements of OneMain Holdings, Inc.

and Springleaf Finance Corporation and their subsidiaries are included in Part II - Item 8:

and OneMain Finance Corporation and their subsidiaries are included in Part II - Item 8:

Consolidated Balance Sheets, December 31, 2020 and 2019

11 unchanged sentences

Exhibit Index

Stock Purchase Agreement, dated as of March 2, 2015, by and between Springleaf Holdings, Inc.

Stock Purchase Agreement, dated as of March 2, 2015, by and between OneMain Holdings, Inc.

(formerly Springleaf Holdings, Inc.

) and CitiFinancial Credit Company.

8 unchanged sentences

Incorporated by referenced to Exhibit 10.1 to OMH’s Current Report on Form 8-K filed on January 4, 2018.

Contribution Agreement, dated June 22, 2018, between Springleaf Finance Corporation and Springleaf Finance, Inc.

Contribution Agreement, dated June 22, 2018, between OneMain Finance Corporation (formerly Springleaf Finance Corporation ) and Springleaf Finance, Inc.

Incorporated by reference to Exhibit 2.1 to SFC’s Current Report on Form 8-K filed on June 22, 2018.

3 unchanged sentences

Incorporated by reference to Exhibit 3.1 to OMH’s Current Report on Form 8-K filed on November 17, 2015.

Amended and Restated Articles of Incorporation of Springleaf Finance Corporation (formerly American General Finance Corporation), as amended to date.

Amended and Restated Articles of Incorporation of OneMain Finance Corporation (formerly Springleaf Finance Corporation ), as amended to date.

Incorporated by reference to Exhibit 3a.

to SFC’s Annual Report on Form 10-K for the fiscal year ended December 31, 2010, filed on March 30, 2011 (File No.

Amended and Restated Bylaws of OneMain Holdings, Inc.(formerly Springleaf Holdings, Inc.

) Incorporated by reference to Exhibit 3.2 to OMH’s Quarterly Report on Form 10-Q for the period ended September 30, 2013, filed on November 12, 2013 (File No.

Amended and Restated Bylaws of OneMain Holdings, Inc.(formerly Springleaf Holdings, Inc.) Incorporated by reference to Exhibit 3.2 to OMH’s Quarterly Report on Form 10-Q for the period ended September 30, 2013, filed on November 12, 2013 (File No.

First Amendment to the Amended and Restated Bylaws of OneMain Holdings, Inc.

1 unchanged sentence

Incorporated by reference to Exhibit 3.b.1 to our Annual Report on Form 10-K for the period ended December 31, 2015, filed on February 29, 2016.

Amended and Restated By-laws of Springleaf Finance Corporation (formerly American General Finance Corporation), as amended to date.

Amended and Restated By-laws of OneMain Finance Corporation (formerly Springleaf Finance Corporation ), as amended to date.

Incorporated by reference to Exhibit 3b.

2 unchanged sentences

The Company hereby undertakes to furnish to the SEC, upon request, copies of any such instruments.

Junior Subordinated Indenture, dated as of January 22, 2007, from Springleaf Finance Corporation (formerly American General Finance Corporation) to Deutsche Bank Trust Company Americas, as Trustee.

Incorporated by reference to Exhibit 4.2 to Springleaf Finance Corporation’s (File No.

Junior Subordinated Indenture, dated as of January 22, 2007, from OneMain Finance Corporation (formerly Springleaf Finance Corporation) to Deutsche Bank Trust Company Americas, as Trustee.

Incorporated by reference to Exhibit 4.2 to S FC ’s (File No.

1-06155) Annual Report on Form 10-K for the period ended December 31, 2016, filed on February 21, 2017.

Indenture, dated as of September 24, 2013, between Springleaf Finance Corporation and Wilmington Trust, National Association, as trustee.

Indenture, dated as of September 24, 2013, between OneMain Finance Co rporation (formerly Springleaf Finance Corporation ) and Wilmington Trust, National Association, as trustee.

Incorporated by reference to Exhibit 4.1 to Springleaf Finance Corporation’s (File No.

1-06155) Current Report on Form 8-K filed on September 25, 2013.

Indenture, dated as of September 24, 2013, between Springleaf Finance Corporation and Wilmington Trust, National Association, as trustee.

Indenture, dated as of September 24, 2013, between OneMain Finance Corporation (formerly Springleaf Finance Corporation ) and Wilmington Trust, National Association, as trustee.

Incorporated by reference to Exhibit 4.2 to Springleaf Finance Corporation’s (File No.

1-06155) Current Report on Form 8-K filed on September 25, 2013.

Indenture, dated as of December 3, 2014, by Springleaf Finance Corporation, OneMain Holdings, Inc.

Indenture, dated as of December 3, 2014, by OneMain Fi nance Corporation (formerly Springleaf Finance Corporation ) , OneMain Holdings, Inc.

(formerly Springleaf Holdings, Inc.), as Guarantor, and Wilmington Trust, National Association.

Incorporated by reference to Exhibit 4.1 to our Current Report on Form 8-K filed on December 3, 2014.

Second Supplemental Indenture, dated as of April 11, 2016, by and among Springleaf Finance Corporation, OneMain Holdings, Inc., as Guarantor, and Wilmington Trust, National Association, as Trustee (including the form of 8.250% Senior Notes due 2020 included ther e in a s Exhibit A) .

Incorporated by reference to Exhibit 4.1 to our Current Report on Form 8-K filed on April 11, 2016.

Third Supplemental Indenture, dated as of May 15, 2017, by and among Springleaf Finance Corporation, OneMain Holdings, Inc., as Guarantor, and Wilmington Trust, National Association, as Trustee (including th e form of 6.125% Senior Notes due 2022 included ther ein as Exhibit A) .

Third Supplemental Indenture, dated as of May 15, 2017, by and among OneMain Finance Corporation (formerly Springleaf Finance Corporation ) , OneMain Holdings, Inc., as Guarantor, and Wilmington Trust, National Association, as Trustee (including the form of 6.125% Senior Notes due 2022 included therein as Exhibit A).

Incorporated by reference to Exhibit 4.2 to our Current Report on Form 8-K filed on May 15, 2017.

Fourth Supplemental Indenture, dated as of December 8, 2017, by and among Springleaf Finance Corporation, OneMain Holdings, Inc., as Guarantor, and Wilmington Trust, National Association, as Trustee (including the form of 5.625 % Senior Notes due 202 3 included therein as Exhibit A) .

Fourth Supplemental Indenture, dated as of December 8, 2017, by and among OneMain Finance Corporation ( formerly Springleaf Finance Corporation ) , OneMain Holdings, Inc., as Guarantor, and Wilmington Trust, National Association, as Trustee (including the form of 5.625% Senior Notes due 2023 included therein as Exhibit A) .

Incorporated by reference to Exhibit 4.2 to our Current Report on Form 8-K filed on December 8, 2017.

Fifth Supplemental Indenture, dated as of March 12, 2018, by and among Springleaf Finance Corporation, OneMain Holdings, Inc., as Guarantor, and Wilmington Trust, National Association, as Trustee (including the form of 6.

87 5% Senior Notes due 202 6 included therein as Exhibit A) .

Fifth Supplemental Indenture, dated as of March 12, 2018, by and among OneMain Finance Corporation (formerly Springleaf Finance Corporation ) , OneMain Holdings, Inc., as Guarantor, and Wilmington Trust, National Association, as Trustee (including the form of 6.875% Senior Notes due 2026 included therein as Exhibit A) .

Incorporated by reference to Exhibit 4.2 to our Current Report on Form 8-K filed on March 12, 2018.

Sixth Supplemental Indenture, dated as of May 11, 2018, by and among Springleaf Finance Corporation,

OneMain Holdings, Inc., as Guarantor, and Wilmington Trust, National Association as Trustee (including the

form of 7.125% Senior Notes due 2026 included therein as Exhibit A).

Incorporated by reference to Exhibit 4.2

to our Current Report on Form 8-K filed on May 11, 2018.

Seventh Supplemental Indenture, dated February 22, 2019, by and among Springleaf Finance Corporation, OneMain Holdings, Inc., as Guarantor, and Wilmington Trust, National Association as Trustee (including the form of 6.125% Senior Notes due 2024 included therein as Exhibit A).

Sixth Supplemental Indenture, dated as of May 11, 2018, by and among OneMain Finance Corporation (formerly Springleaf Finance Corporation ) , OneMain Holdings, Inc., as Guarantor, and Wilmington Trust, National Association as Trustee (including the form of 7.125% Senior Notes due 2026 included therein as Exhibit A).

Incorporated by reference to Exhibit 4.2 to our Current Report on Form 8-K filed on May 11, 2018.

Seventh Supplemental Indenture, dated February 22, 2019, by and among OneM ain Finance Corporation (formerly Springleaf Finance Corporation ) , OneMain Holdings, Inc., as Guarantor, and Wilmington Trust, National Association as Trustee (including the form of 6.125% Senior Notes due 2024 included therein as Exhibit A).

Incorporated by reference to Exhibit 4.2 to our Current Report on Form 8-K filed on February 22, 2019.

Eighth Supplemental Indenture, dated May 9, 2019, by and among Springleaf Finance Corporation, OneMain Holdings, Inc., as Guarantor, and Wilmington Trust, National Association as Trustee (including the form of 6.625% Senior Notes due 2028 included therein as Exhibit A).

Eighth Supplemental Indenture, dated May 9, 2019, by and among OneMain Finance Corporation (formerly Springleaf Finance Corporation ) , OneMain Holdings, Inc., as Guarantor, and Wilmington Trust, National Association as Trustee (including the form of 6.625% Senior Notes due 2028 included therein as Exhibit A).

Incorporated by reference to Exhibit 4.2 to our Current Report on Form 8-K on May 9, 2019.

Ninth Supplemental Indenture, dated November 7, 2019, by and among Springleaf Finance Corporation, OneMain Holdings, Inc., as Guarantor, and Wilmington Trust, National Association as Trustee (including the form of 5.375% Senior Notes due 2026 included therein as Exhibit A).

Ninth Supplemental Indenture, dated November 7, 2019, by and among OneM a in Finance Corporation (formerly Springleaf Finance Corporation ) , OneMain Holdings, Inc., as Guarantor, and Wilmington Trust, National Association as Trustee (including the form of 5.375% Senior Notes due 2026 included therein as Exhibit A).

Incorporated by reference to Exhibit 4.2 to our Current Report on Form 8-K on November 7, 2019.

Description of the registrant's securities registered pursuant to section 12 of the Securities Exchange Act of 1934 filed herewith as Exhibit 4.5.

Tenth Supplemental Indenture, dated May 14, 2020, by and among OneMain Finance Corporation (formerly Springleaf Finance Corporation ) , OneMain Holdings, Inc., as Guarantor, and Wilmington Trust, National Association as Trustee (including form of 8.875 % Senior Notes due 2025 included therein as Exhibit A).

Incorporated by reference to Exhibit 4.2 to our Current Report on Form 8-K on May 14, 2020 .

Eleventh Supplemental Indenture, dated as of December 17,2020, by and among OneMain Finance Corporation, OneMain Holdings, Inc., as Guarantor, and Wilmington Trust, National Association as Trustee (including form of 4.00% Senior Notes due 2030 included therein as Exhibit A).

Incorporated by reference to Exhibit 4.2 to our Current Report on Form 8-K on December 17, 2020 .

Description of the registrant's securities registered pursuant to section 12 of the Securities Exchange Act of 1934 .

Incorporated by reference to Exhibit 4.5 to OMH’s Annual Report on Form 10-K filed on February 14, 2020 .

Form of Indemnification Agreement.

1 unchanged sentence

OneMain Holdings, Inc.

Amended and Restated 2013 Omnibus Incentive Plan.

Incorporated by reference to Exhibit 10.1 to OMH’s Current Report on Form 8-K filed on May 27, 2016.

Amended 2013 Omnibus Incentive Plan , filed herewith as Exhibit 10.2.

OneMain Holdings, Inc.

9 unchanged sentences

Form of Restricted Stock Unit Award Agreement under the OneMain Holdings, Inc.

Amended and Restated 2013 Omnibus Incentive Plan ( Non- Employees Directors ) filed herewith as Exhibit 10.

Amended 2013 Omnibus Incentive Plan (Non-Employees Directors) , filed herewith as Exhibit 10.2.4.

Form of Restricted Stock Unit Award Agreement under the OneMain Holdings, Inc.

Amended and Restated 2013 Omnibus Incentive Plan (Employees) filed herewith as Exhibit 10.

Amended 2013 Omnibus Incentive Plan (Employees) , filed herewith as Exhibit 10.2.5 .

Form of Restricted Stock Unit Award Agreement under the OneMain Holdings, Inc.

Amended and Restated 2013 Omnibus Incentive Plan ( P erformance).

Incorporated by reference to Exhibit 10.3 to OMH’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2019, filed on November 1, 2019.

Amended 2013 Omnibus Incentive Plan (Employees), filed herewith as Exhibit 10.2.5.1.

Form of Restricted Stock Unit Award Agreement under the OneMain Holdings, Inc.

Amended 2013 Omnibus Incentive Plan (Performance) , filed herewith as Exhibit 10.2.6 .

Form of Cash-Settled Stock-Based Award Agreement under the OneMain Holdings, Inc.

7 unchanged sentences

Incorporated by reference to Exhibit 10.1 to OMH’s Current Report on Form 8-K filed on September 12, 2018.

Employment Agreement by and among Springleaf Finance, Inc., Springleaf General Services Corporation and Scott T.

Parker, dated as of October 12, 2015.

Incorporated by reference to Exhibit 10.24 to OMH’s Annual Report on Form 10-K for the year ended December 31, 2015, filed on February 29, 2016.

Employment Agreement by and among Springleaf Finance, Inc., Springleaf General Services Corporation and Robert Hurzeler, dated as of April 13, 2015, to be effective as of January 1, 2016.

Incorporated by reference to Exhibit 10.3 to our OMH’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2015, filed on May 8, 2015.

Employment Agreement, dated as of July 10, 2018, among OneMain Holdings, Inc., OneMain General Services Corporation and Douglas H.

4 unchanged sentences

Amended and Restated Stockholders Agreement dated as of June 25, 2018 between OneMain Holdings, Inc.

and OMH Holdings, L.P.

(formerly Springleaf Holdings, Inc.) and OMH Holdings, L.P.

Incorporated by reference to Exhibit 10.1 to OMH’s Current Report on Form 8-K filed on June 25, 2018.

3 unchanged sentences

and V-OMH (ML) II, L.P.

filed herewith as Exhibit 10.8.1.

Incorporated by reference to Exhibit 10.8.1 to OMH’s Annual Report on Form 10-K filed on February 14, 2020.

Guaranty, dated as of December 30, 2013, by OneMain Holdings, Inc.

10 unchanged sentences

Incorporated by reference to Exhibit 10.6 to OMH’s Current Report on Form 8-K filed on January 3, 2014 (File No.

Letter Agreement by and between OneMain General Services Corporation and Rajive Chadha, dated June 4, Incorporated by reference to Exhibit 10.1 to OMH’s Quarterly Report on Form 8-K filed on April 29, 2020.

Consulting Agreement by and between OneMain Holdings, Inc., OneMain General Services Corporation, and John C.

Anderson, dated February 13, 2020 .

Incorporated by reference to Exhibit 10.2 to OMH’s Quarterly Report on Form 8-K filed on April 29, 2020.

Subsidiaries of OneMain Holdings, Inc.

and Springleaf Finance Corporation

Consent of PricewaterhouseCoopers LLP re lating to financial statements of OneMain Holdings, Inc.

Consent of PricewaterhouseCoopers LLP relating to financial statements of Springleaf Finance Corporation

and OneMain Finance Corporation

Consent of PricewaterhouseCoopers LLP relating to financial statements of OneMain Holdings, Inc.

Consent of PricewaterhouseCoopers LLP relating to financial statements of OneMain Finance Corporation

Rule 13a-14(a)/15d-14(a) Certifications of the President and Chief Executive Officer of OneMain Holdings, Inc.

Rule 13a-14(a)/15d-14(a) Certifications of the Executive Vice President and Chief Financial Officer of OneMain Holdings, Inc.

Rule 13a-14(a)/15d-14(a) Certifications of the President and Chief Executive Officer of Springleaf Finance Corporation

Rule 13a-14(a)/15d-14(a) Certifications of the Executive Vice President and Chief Financial Officer of Springleaf Finance Corporation

Rule 13a-14(a)/15d-14(a) Certifications of the President and Chief Executive Officer of OneMain Finance Corporation

Rule 13a-14(a)/15d-14(a) Certifications of the Executive Vice President and Chief Financial Officer of OneMain Finance Corporation

Section 1350 Certifications of OneMain Holdings, Inc.

Section 1350 Certifications of Springleaf Finance Corporation

Section 1350 Certifications of OneMain Finance Corporation

101 Interactive data files pursuant to Rule 405 of Regulation S-T, formatted in Inline XBRL:

18 unchanged sentences

Shulman Peter B.

(President, Chief Executive Officer, and Director —

Principal Executive Officer) (Director)

Conrad /s/ Marc E.

Conrad Marc E.

(Executive Vice President and Chief Financial Officer — Principal Financial Officer)

(President, Chief Executive Officer, Chairman of the Board, and Director — Principal Executive Officer) (Director)

Conrad /s/ Lisa Green Hall

Conrad Lisa Green Hall

(Executive Vice President and Chief Financial Officer — Duly Authorized Officer and Principal Financial Officer)

/s/ Michael A.

3 unchanged sentences

— Principal Accounting Officer) (Director)

Levine /s/ Valerie Soranno Keating

Levine Valerie Soranno Keating

(Chairman of the Board and Director)

Guthrie /s/ Richard A.

Guthrie Richard A.

Guthrie /s/ Valerie Soranno Keating

Guthrie Valerie Soranno Keating

(Director) (Director)

/s/ Matthew R.

SFC Signatures

Michelini /s/ Richard A.

Michelini Richard A.

(Director) (Director)

OMFC 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, on February 9, 2021.

SPRINGLEAF FINANCE CORPORATION

ONEMAIN FINANCE CORPORATION

Executive Vice President and Chief Financial Officer

4 unchanged sentences

— Principal Executive Officer)

(Executive Vice President, Chief Financial Officer, and

Director — Principal Financial Officer)

(Executive Vice President, Chief Financial Officer, and Director

— Principal Financial Officer)

(Executive Vice President and Director)

3 unchanged sentences

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 9A. Controls and Procedures