What changed in this filing

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Item 9A. Controls and Procedures

2023-02-10 compared with 2022-02-11 · 22 added, 22 removed, 220 unchanged (17% of the section changed)

46 unchanged sentences

Consolidated Statements of Operations, years ended December 31, 2022, 2021, and 2020

Consolidated Statements of Comprehensive Income (Loss), years ended December 31, 2021, 2020, and 2019

Consolidated Statements of Comprehensive Income, years ended December 31, 2022, 2021, and 2020

Consolidated Statements of Shareholders’ Equity, years ended December 31, 2022, 2021, and 2020

14 unchanged sentences

Incorporated by reference to Exhibit 3a.

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.

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

to Springleaf Finance 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.b.1 to our Annual Report on Form 10-K for the year ended December 31, 2015, filed on February 29, 2016.

Incorporated by reference to Exhibit 3.1 to OMH’s Current Report on Form 8-K filed on February 3, 2023.

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

Incorporated by reference to Exhibit 3b.

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.

to Springleaf Finance 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 OneM a in Finance Corporation ’s (File No.

Incorporated by reference to Exhibit 4.2 to OneMain 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.

12 unchanged sentences

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.

Incorporated by reference to Exhibit 4.2 to our Current Report on Form 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).

2 unchanged sentences

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

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.

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).

34 unchanged sentences

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.

Amended 2013 Omnibus Incentive Plan, effective for grants on or after January 20, 2023, filed herewith as Exhibit 10.2.7.

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

29 unchanged sentences

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

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.

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

and Uniform InvestCo GP LLC, Incorporated by reference to Exhibit 10.8.2 to OMH’s Annual Report on Form 10-K filed on February 11, 2022.

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

8 unchanged sentences

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.

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

Subsidiaries of OneMain Holdings, Inc.

31 unchanged sentences

Conrad Valerie Soranno Keating

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

(Executive Vice President and Chief Financial Officer —

Principal Financial Officer)

/s/ Michael A.

6 unchanged sentences

(Director) (Director)

Sinensky /s/ Philip L.

Sinensky Philip L.

Daruvala /s/ Philip L.

Daruvala Philip L.

(Director) (Director)

3 unchanged sentences

ONEMAIN FINANCE CORPORATION

Executive Vice President and Chief Financial Officer

/s/ Matthew Vaughan

Matthew Vaughan

Vice President - Senior Managing Director and

Chief Financial Officer

(Duly Authorized Officer and Principal Financial 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 indicated on February 10, 2023.

/s/ Richard N.

(President, Chief Executive Officer, and Director

— Principal Executive Officer)

(Executive Vice President, Chief Financial Officer, and Director

— Principal Financial Officer)

/s/ Matthew Vaughan

Matthew Vaughan

(Vice President - Senior Managing Director, Chief Financial Officer, and Director — Principal Financial Officer)

/s/ Jeannette Osterhout

5 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