What changed in this filing

/stocks — the workspaceLOADING

Item 9A. Controls and Procedures

2022-02-11 compared with 2021-02-09 · 62 added, 67 removed, 180 unchanged (42% of the section changed)

27 unchanged sentences

Other Information.

Disclosure Regarding Foreign Jurisdictions that Prevent Inspections.

Directors, Executive Officers and Corporate Governance.

6 unchanged sentences

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

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%.

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.

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.

Certain Relationships and Related Transactions, and Director Independence.

The information required by Item 13 is incorporated by reference to the information presented in the sections captioned “Certain Relationships and Related Party Transactions” and “Board of Directors” in the Proxy Statement.

Principal Accounting Fees and Services.

Principal Accountant Fees and Services.

The information required by Item 14 is incorporated by reference to the information presented in the section captioned “Audit Function” in the Proxy Statement.

15 unchanged sentences

Exhibit Index

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

(formerly Springleaf Holdings, Inc.

) and CitiFinancial Credit Company.

Incorporated by reference to Exhibit 2.1 to OMH’s Current Report on Form 8-K filed on March 3, 2015.

Closing Letter Agreement, dated as of November 12, 2015, by and among Citifinancial Credit Company, Springleaf Holdings, Inc., and Independence Holdings, LLC.

Incorporated by reference to Exhibit 2.2 to OMH’s Annual Report on Form 10-K for the year ended December 31, 2015, filed on February 29, 2016.

Purchase Agreement, dated as of March 31, 2016, by and among SpringCastle Holdings, LLC, Springleaf Acquisition Corporation, Springleaf Finance, Inc., NRZ Consumer LLC, NRZ SC America LLC, NRZ SC Credit Limited, NRZ SC Finance I LLC, NRZ SC Finance II LLC, NRZ SC Finance III LLC, NRZ SC Finance IV LLC, NRZ SC Finance V LLC, BTO Willow Holdings II, L.P.

and Blackstone Family Tactical Opportunities Investment Partnership - NQ - ESC L.P., and solely with respect to Section 11(a) and Section 11(g), NRZ SC America Trust 2015-1, NRZ SC Credit Trust 2015-1, NRZ SC Finance Trust 2015-1, and BTO Willow Holdings, L.P.

Incorporated by reference to Exhibit 2.1 to OMH’s Current Report on Form 8-K filed on April 1, 2016.

Share Purchase Agreement, dated as of January 3, 2018, by and among OneMain Holdings, Inc.

Springleaf Financial Holdings, LLC, and OMH Holdings, L.P.

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 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.

Restated Certificate of Incorporation of OneMain Holdings, Inc.

(formerly Springleaf Holdings, Inc.) Incorporated by reference to Exhibit 3.1 to our Quarterly Report on Form 10-Q for the period ended September 30, 2013, filed on November 12, 2013 (File No.

(formerly Springleaf Holdings, Inc.) Incorporated by reference to Exhibit 3.1 to OMH ’ s Quarterly Report on Form 10-Q for the period ended September 30, 2013, filed on November 12, 2013 (File No.

Amendment to Restated Certificate of Incorporation of OneMain Holdings, Inc.

2 unchanged sentences

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.

to S pringleaf Financ e Corporation ’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.

1 unchanged sentence

(formerly Springleaf Holdings, Inc.).

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 OneMain Finance Corporation (formerly Springleaf Finance Corporation ), as amended to date.

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

Amended and Restated By-laws of OneMain Finance Corporation (formerly Springleaf Finance Corporation) .

Incorporated by reference to Exhibit 3b.

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

to S pringlea f Financ e Corporation ’s Annual Report on Form 10-K for the year ended December 31, 2010, filed on March 30, 2011 (File No.

Certain instruments defining the rights of holders of long-term debt securities of the Company are omitted pursuant to Item 601(b)(4)(iii) of Regulation S-K.

1 unchanged sentence

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 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 OneMain Finance Corporation (formerly Springleaf Finance Corporation ) and Wilmington Trust, National Association, as trustee.

Incorporated by reference to Exhibit 4.2 to OneM a in Finance Corporation ’s (File No.

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

Indenture, dated as of September 24, 2013, by and 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 OneMain Fi nance Corporation (formerly Springleaf Finance Corporation ) , OneMain Holdings, Inc.

Indenture, dated as of December 3, 2014, by OneMain Finance 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.

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 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) .

4 unchanged sentences

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 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).

Seventh Supplemental Indenture, dated as of February 22, 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 6.125% Senior Notes due 2024 included therein as Exhibit A).

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

Eighth Supplemental Indenture, dated as of 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 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).

Ninth Supplemental Indenture, dated as of November 7, 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 5.375% Senior Notes due 202 9 included therein as Exhibit A).

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

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).

Tenth Supplemental Indenture, dated as of 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.

1 unchanged sentence

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

Twelfth Supplemental Indenture, dated as of June 22, 2021, by and among OneMain Finance Corporation, OneMain Holdings, Inc., as Guarantor, and Wilmington Trust, National Association as Trustee (including form of 3.500% Senior Notes due 2027 included therein as Exhibit A).

Incorporated by reference to Exhibit 4.2 to our Current Report on Form 8-K on June 22, 2021.

Thirteenth Supplemental Indenture, dated as of August 11, 2021, by and among OneMain Finance Corporation, OneMain Holdings, Inc., as Guarantor, and Wilmington Trust, National Association as Trustee (including form of 3.875% 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 August 11, 2021.

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 .

Incorporated by reference to Exhibit 4.5 to OMH’s Annual Report on Form 10-K for the year ended December 31, 2019 , filed on February 14, 2020 .

Form of Indemnification Agreement.

1 unchanged sentence

OneMain Holdings, Inc.

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

Amended 2013 Omnibus Incentive Plan .

Incorporated by reference to Exhibit 10.2 to OMH ’ s Annual Report on Form 10-K for the year ended December 31, 2020 filed on February 9, 2 021.

OneMain Holdings, Inc.

9 unchanged sentences

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

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

Amended 2013 Omnibus Incentive Plan (Non-Employee Directors) .

Incorporated by reference to Exhibit 10.2.4 to our Annual Report on Form 10-K for the year ended December 31, 2020 filed on February 9, 2021.

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

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

Amended 2013 Omnibus Incentive Plan (Employees) .

Incorporated by reference to Exhibit 10.2.5 to our Annual Report on Form 10-K for the year ended December 31, 2020 filed on February 9, 2021.

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

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

Amended 2013 Omnibus Incentive Plan (Employees) .

Incorporated by reference to Exhibit 10.2.5.1 to our Annual Report on Form 10-K for the year ended December 31, 2020 filed on February 9, 2021.

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 .

Amended 2013 Omnibus Incentive Plan (Executive Team), effective for grants on or after July 16, 2021.

Incorporated by reference to Exhibit 10.1 to our Quarterly Report on Form 10-Q for the quarter ended September 30, 2021 filed on October 21, 2021.

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

Amended 2013 Omnibus Incentive Plan, effective for grants on or after July 16, 2021.

Incorporated by reference to Exhibit 10.2 to our Quarterly Report on Form 10-Q for the quarter ended September 30, 2021 filed on October 21, 2021.

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

1 unchanged sentence

Incorporated by reference to Exhibit 10.4 to OMH’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2019, filed on November 1, 2019.

Form of Amendment Number 1 to Cash-Settled Stock-Based Award Agreement under the OneMain Holdings, Inc.

Amended 2013 Omnibus Incentive Plan (for executive officers other than the Chief Executive Officer).

Incorporated by reference to Exhibit 10.3 to our Quarterly Report on Form 10-Q for the quarter ended September 30, 2021 filed on October 21, 2021.

Amendment to Springleaf Finance, Inc.

2 unchanged sentences

1-06155) Annual Report on Form 10-K for the year ended December 31, 2012, filed on March 19, 2013.

Letter Agreement, effective as of September 8, 2018, by and between OneMain Holdings, Inc.

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

OneMain Holdings, Inc.

Nonqualified Deferred Compensation Plan.

Incorporated by reference to Exhibit 10.1 to OMH’s Current Report on Form 8-K filed on October 18, 2021.

OneMain Holdings, Inc.

Nonqualified Deferred Compensation Plan Adoption Agreement.

Incorporated by reference to Exhibit 10.2 to OMH’s Current Report on Form 8-K filed on October 18, 2021.

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

3 unchanged sentences

Incorporated by reference to Exhibit 10.5 to OMH’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2019, filed on November 1, 2019.

Amendment Number 1 to Amended and Restated Cash-Settled Option Award Agreement (Chief Executive Officer).

Incorporated by reference to Exhibit 10.4 to our Quarterly Report on Form 10-Q for the quarter ended September 30, 2021 filed on October 21, 2021.

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

6 unchanged sentences

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.

(formerly Springleaf Holdings, Inc.) in respect of Springleaf Finance Corporation’s 8.250% Senior Notes due 2023.

Incorporated by reference to Exhibit 10.1 to OMH’s Current Report on Form 8-K filed on January 3, 2014 (File No.

Joinder Agreement dated October 14, 2021 to the Amended and Restated Stockholders Agreement dated as of June 25, 2018 between OneMain Holdings, Inc., O M H Holdings, L.P.

and Uniform InvestCo GP LL C, filed herewith as Exhibit 10.8.2.

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

7 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.

Letter Agreement by and between OneMain General Services Corporation and Rajive Chadha, dated June 4, 2019.

Incorporated by reference to Exhibit 10.1 to OMH’s Quarterly Report on Form 10-Q for the quarter ended M ar ch 31, 20 20 , filed on April 29, 2020.

Subsidiaries of OneMain Holdings, Inc.

26 unchanged sentences

/s/ Douglas H.

Shulman /s/ Peter B.

Shulman Peter B.

Shulman /s/ Aneek S.

Shulman Aneek S.

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

Conrad /s/ Lisa Green Hall

Conrad Lisa Green Hall

Conrad /s/ Valerie Soranno Keating

Conrad Valerie Soranno Keating

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

/s/ Michael A.

Hedlund /s/ Aneek S.

Hedlund Aneek S.

Hedlund /s/ Richard A.

Hedlund Richard A.

(Senior Vice President and Group Controller

— Principal Accounting Officer) (Director)

Guthrie /s/ Valerie Soranno Keating

Guthrie Valerie Soranno Keating

Guthrie /s/ Phyllis R.

Guthrie Phyllis R.

(Director) (Director)

/s/ Matthew R.

Michelini /s/ Richard A.

Michelini Richard A.

Sinensky /s/ Philip L.

Sinensky Philip L.

(Director) (Director)

11 unchanged sentences

— Principal Financial Officer)

/s/ Jeannette Osterhout

Jeannette Osterhout

(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