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[Pages:217]UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-K

(Mark One) ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended December 31, 2020

OR

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 001-36129 (OneMain Holdings, Inc.) 001-06155 (OneMain Finance Corporation)

ONEMAIN HOLDINGS, INC. ONEMAIN FINANCE CORPORATION

(Exact name of registrant as specified in its charter)

Delaware (OneMain Holdings, Inc.) Indiana (OneMain Finance Corporation)

(State of incorporation)

27-3379612 35-0416090 (I.R.S. Employer Identification No.)

601 N.W. Second Street, Evansville, IN 47708 (Address of principal executive offices) (Zip code)

(812) 424-8031 (Registrant's telephone number, including area code)

Securities registered pursuant to Section 12(b) of the Securities Exchange Act of 1934:

OneMain Holdings, Inc.: Title of each class

Common Stock, par value $0.01 per share OneMain Finance Corporation: None

Trading Symbol OMF

Name of each exchange on which registered New York Stock Exchange

Securities registered pursuant to Section 12(g) of the Act: None

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.

OneMain Holdings, Inc.

Yes No

OneMain Finance Corporation

Yes No

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Act.

OneMain Holdings, Inc.

Yes No

OneMain Finance Corporation

Yes No

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.

OneMain Holdings, Inc.

Yes No

OneMain Finance Corporation

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 (?232.405 of this chapter)

during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).

OneMain Holdings, Inc.

Yes No

OneMain Finance Corporation

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.

OneMain Holdings, Inc.:

Large accelerated filer

OneMain Finance Corporation:

Large accelerated filer

Accelerated filer Accelerated filer

Non-accelerated filer Non-accelerated filer

Smaller reporting company Smaller reporting company

Emerging growth company Emerging growth 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.

OneMain Holdings, Inc.

OneMain Finance Corporation

Indicate by check mark whether the registrant has filed a report on and attestation to its management's assessment of the effectiveness of its internal control over financial reporting under

Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report.

OneMain Holdings, Inc.

OneMain Finance Corporation

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

OneMain Holdings, Inc.

Yes No

OneMain Finance Corporation

Yes No

The aggregate market value of the voting and non-voting common equity of OneMain Holdings, Inc. held by non-affiliates as of the close of business on June 30, 2020 was $1,867,424,552. All of OneMain Finance Corporation's common stock is held by OneMain Holdings, Inc.

At February 1, 2021, there were 134,348,402 shares of OneMain Holdings, Inc.'s common stock, $0.01 par value, outstanding. At February 1, 2021, there were 10,160,021 shares of OneMain Finance Corporation's common stock, $0.50 par value, outstanding.

This annual report on Form 10-K ("Annual Report") is a combined report being filed separately by two different registrants: OneMain Holdings, Inc. and OneMain Finance Corporation. OneMain Finance Corporation's equity securities are owned directly by OneMain Holdings, Inc. The information in this Annual Report on Form 10-K is equally applicable to OneMain Holdings, Inc. and OneMain Finance Corporation, except where otherwise indicated. OneMain Finance Corporation meets the conditions set forth in General Instructions I(1)(a) and (b) of Form 10-K and, to the extent applicable, is therefore filing this form with a reduced disclosure format.

DOCUMENTS INCORPORATED BY REFERENCE The information required by Part III (Items 10, 11, 12, 13, and 14) of this Annual Report on Form 10-K is incorporated by reference from OneMain Holdings, Inc.'s Definitive Proxy Statement for its 2021 Annual Meeting to be filed with the Securities and Exchange Commission pursuant to Regulation 14A.

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TABLE OF CONTENTS

Forward-Looking Statements

8

PART I

Item 1.

Business

10

Item 1A.

Risk Factors

19

Item 1B.

Unresolved Staff Comments

38

Item 2.

Properties

38

Item 3.

Legal Proceedings

38

Item 4.

Mine Safety Disclosures

38

PART II

Item 5.

Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities

39

Item 6.

Selected Financial Data

41

Item 7.

Management's Discussion and Analysis of Financial Condition and Results of Operations

42

Item 7A.

Quantitative and Qualitative Disclosures About Market Risk

66

Item 8.

Financial Statements and Supplementary Data

67

Report of Independent Registered Public Accounting Firm (OneMain Holdings, Inc.)

68

Report of Independent Registered Public Accounting Firm (OneMain Finance Corporation)

70

Financial Statements of OneMain Holdings, Inc. and Subsidiaries:

Consolidated Balance Sheets

72

Consolidated Statements of Operations

73

Consolidated Statements of Comprehensive Income

74

Consolidated Statements of Shareholders' Equity

75

Consolidated Statements of Cash Flows

76

Financial Statements of OneMain Finance Corporation and Subsidiaries:

Consolidated Balance Sheets

78

Consolidated Statements of Operations

79

Consolidated Statements of Comprehensive Income

80

Consolidated Statements of Shareholder's Equity

81

Consolidated Statements of Cash Flows

82

Notes to the Consolidated Financial Statements

84

Item 9.

Changes in and Disagreements with Accountants on Accounting and Financial Disclosure

136

Item 9A.

Controls and Procedures

136

Controls and Procedures of OneMain Holdings, Inc.

136

Controls and Procedures of OneMain Finance Corporation

137

Item 9B.

Other Information

137

PART III

Item 10.

Directors, Executive Officers and Corporate Governance

138

Item 11.

Executive Compensation

138

Item 12.

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

138

Item 13.

Certain Relationships and Related Transactions, and Director Independence

138

Item 14.

Principal Accounting Fees and Services

138

PART IV

Item 15.

Exhibits and Financial Statement Schedules

139

Item 16.

Form 10-K Summary

139

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GLOSSARY Terms and abbreviations used in this report are defined below.

Term or Abbreviation

Definition

30-89 Delinquency ratio 401(k) Plan 4.00% Senior Notes due 2030

8.25% Senior Notes due 2020

8.875% Senior Notes due 2025 ABO ABS Adjusted pretax income (loss) AHL AIG

AIG Share Sale Transaction

Annual Report

AOCI Apollo Apollo-V?rde Group

Apollo-V?rde Transaction

ASC ASU

ASU 2016-13

Average daily debt balance

Average net receivables

Bps Base Indenture CAA CARES Act C&I CDO CFPB CMBS Compensation Committee

Contribution

COVID-19

net finance receivables 30-89 days past due as a percentage of net finance receivables OneMain 401(k) Plan, previously defined as the Springleaf Financial Services 401(k) Plan $850 million of 4.00% Senior Notes due 2030 issued by OMFC on December 17, 2020 and guaranteed by OMH $1.0 billion of 8.25% Senior Notes due 2020 issued by OMFC on April 11, 2016, guaranteed by OMH and redeemed in full on July 29, 2020 $600 million of 8.875% Senior Notes due 2025 issued by OMFC on May 14, 2020 and guaranteed by OMH accumulated benefit obligation asset-backed securities a non-GAAP financial measure used by management as a key performance measure of our segment American Health and Life Insurance Company, an insurance subsidiary of OneMain Financial Holdings, LLC AIG Capital Corporation, a subsidiary of American International Group, Inc. sale by SFH of 4,179,678 shares of OMH common stock pursuant to an Underwriting Agreement entered into February 21, 2018 among OMH, SFH and Morgan Stanley & Co. LLC this Annual Report on Form 10-K of OMH and OMFC for the fiscal year ended December 31, 2020, filed with the SEC on February 9, 2021 Accumulated other comprehensive income (loss) Apollo Global Management, LLC and its consolidated subsidiaries an investor group led by funds managed by Apollo and V?rde the purchase by the Apollo-V?rde Group of 54,937,500 shares of OMH common stock from SFH pursuant to the Share Purchase Agreement for an aggregate purchase price of approximately $1.4 billion in cash on June 25, 2018 Accounting Standards Codification Accounting Standards Update the accounting standard issued by FASB in June of 2016, Financial Instruments-Credit Losses: Measurement of Credit Losses on Financial Instruments average of debt for each day in the period average of monthly average net finance receivables (net finance receivables at the beginning and end of each month divided by two) in the period basis points OMFC Indenture, dated as of December 3, 2014 Consolidated Appropriations Act of 2021 signed into law on December 27, 2020 Coronavirus Aid, Relief, and Economic Security Act signed into law on March 27, 2020 Consumer and Insurance collateralized debt obligations Consumer Financial Protection Bureau commercial mortgage-backed securities the committee of the OMH Board of Directors, which oversees OMH's compensation programs On June 22, 2018, OMFC entered into a Contribution Agreement with SFI, a wholly-owned subsidiary of OMH. Pursuant to the Contribution Agreement, Independence Holdings, LLC was contributed by SFI to OMFC. the global outbreak of a novel strain of coronavirus

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Term or Abbreviation

December 2018 Real Estate Loan Sale Dodd-Frank Act DOI Eleventh Supplemental Indenture ERISA Excess Retirement Income Plan Exchange Act FASB February 2019 Real Estate Loan Sale FICO score Fixed charge ratio Fortress Fortress Acquisition Fortress Transaction GAAP GAP GLBA Gross charge-off ratio Gross finance receivables

Guaranty Agreements

Indenture Independence Investment Company Act IRS

Junior Subordinated Debenture

KBRA LIBOR Loss ratio

Merit

Military Lending Act Moody's NAV

Definition

OMFC and certain of its subsidiaries sold a portfolio of real estate, classified in finance receivables held for sale, for aggregate cash proceeds of $100 million on December 21, 2018. the Dodd-Frank Wall Street Reform and Consumer Protection Act Department of Insurance Eleventh Supplemental Indenture, dated as of December 17, 2020, to the Base Indenture Employee Retirement Income Security Act of 1974 Springleaf Financial Services Excess Retirement Income Plan Securities Exchange Act of 1934, as amended Financial Accounting Standards Board OMFC and certain of its subsidiaries sold a portfolio of real estate loans with a carrying value of $16 million, classified in finance receivables held for sale, for aggregate cash proceeds of $19 million on February 5, 2019 a credit score created by Fair Isaac Corporation earnings less income taxes, interest expense, extraordinary items, goodwill impairment, and any amounts related to discontinued operations, divided by the sum of interest expense and any preferred dividends Fortress Investment Group LLC transaction by which FCFI Acquisition LLC, an affiliate of Fortress, acquired an 80% economic interest of the sole stockholder of OMFC for a cash purchase price of $119 million, effective November 30, 2010 the distributions by SFH to Fortress resulting from the Apollo-V?rde Transaction generally accepted accounting principles in the United States of America guaranteed asset protection Gramm-Leach-Bliley Act annualized gross charge-offs as a percentage of average net receivables the unpaid principal balance of our personal loans. For precompute loans, unpaid principal balance is the gross contractual payments less the unaccreted balance of unearned finance charges. agreements entered into on December 30, 2013 by OMH whereby it agreed to fully and unconditionally guarantee the payments of principal, premium (if any), and interest on the Other Notes, and the 6.00% Senior Notes due 2020 and 8.25% Senior Notes due 2020, which were redeemed in full on April 15, 2019 and July 29, 2020, respectively the Base Indenture, together with all subsequent Supplemental Indentures Independence Holdings, LLC Investment Company Act of 1940 Internal Revenue Service $350 million aggregate principal amount of 60-year junior subordinated debt issued by OMFC under an indenture dated January 22, 2007, by and between OMFC and Deutsche Bank Trust Company, as trustee, and guaranteed by OMH Kroll Bond Rating Agency, Inc. London Interbank Offered Rate annualized net charge-offs, net writedowns on real estate owned, net gain (loss) on sales or real estate owned, and operating expenses related to real estate owned as a percentage of average real estate loans Merit Life Insurance Co., a former insurance subsidiary of OMFC. In the fourth quarter of 2019, the Company sold all of the issued and outstanding shares in Merit to a third party governs certain consumer lending to active-duty service members and covered dependents and limits, among other things, the interest rate that may be charged Moody's Investors Service, Inc. net asset valuation

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Term or Abbreviation

Net charge-off ratio Net interest income OCLI ODART OGSC OMFG OMFH OMFC OMFIT OMH Omnibus Plan OneMain OneMain Acquisition Other securities

Other Notes PBO Pretax capital generation Recovery ratio RMBS RSAs RSUs S&P Sale of SpringCastle interests SCLH SEC Securities Act Segment Accounting Basis SERP SFC

SFH

SFI

Share Purchase Agreement

SLFT SMHC

Definition

annualized net charge-offs as a percentage of average net receivables interest income less interest expense OneMain Consumer Loan, Inc OneMain Direct Auto Receivables Trust OneMain General Services Corporation, successor to Springleaf General Services Corporation and SFMC OneMain Financial Group, LLC OneMain Financial Holdings, LLC OneMain Finance Corporation (formerly Springleaf Finance Corporation) OneMain Financial Issuance Trust OneMain Holdings, Inc. OneMain Holdings, Inc. Amended 2013 Omnibus Incentive Plan, under which equity-based awards are granted to selected management employees, non-employee directors, independent contractors, and consultants OneMain Financial Holdings, LLC, collectively with its subsidiaries Acquisition of OneMain Financial Holdings, LLC from CitiFinancial Credit Company, effective November 1, 2015 primarily consist of equity securities and those securities for which the fair value option was elected. Other securities recognize unrealized gains and losses in investment revenues collectively, the 8.25% Senior Notes due 2023 and the 7.75% Senior Notes due 2021, on a senior unsecured basis, and the Junior Subordinated Debenture, on a junior subordinated basis, issued by OMFC and guaranteed by OMH projected benefit obligation a non-GAAP financial measure used by management as a key performance measure of our segment, defined as adjusted pretax income (loss) excluding the change in allowance for finance receivable losses annualized recoveries on net charge-offs as a percentage of average net receivables residential mortgage-backed securities restricted stock awards restricted stock units S&P Global Ratings (formerly known as Standard & Poor's Ratings Service) the March 31, 2016 sale by SpringCastle Holdings, LLC and Springleaf Acquisition Corporation of the equity interest in the SpringCastle Joint Venture Springleaf Consumer Loan Holding Company U.S. Securities and Exchange Commission Securities Act of 1933, as amended a basis used to report the operating results of our C&I segment and our Other components, which reflects our allocation methodologies for certain costs and excludes the impact of applying purchase accounting Supplemental Executive Retirement Plan Springleaf Finance Corporation (effective as of July 1, 2020, SFC has been renamed to OMFC) Springleaf Financial Holdings, LLC, an entity owned primarily by a private equity fund managed by an affiliate of Fortress that sold 54,937,500 shares of OMH's common stock to the Apollo-V?rde Group in the Apollo-V?rde Transaction Springleaf Finance, Inc. a share purchase agreement entered into on January 3, 2018, among the Apollo-V?rde Group, SFH and the Company to acquire from SFH 54,937,500 shares of OMH's common stock that was issued and outstanding as of such date, representing the entire holdings of OMH's stock beneficially owned by Fortress Springleaf Funding Trust Springleaf Mortgage Holding Company and subsidiaries

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Term or Abbreviation SpringCastle Portfolio Springleaf

Supplemental Indentures

Tangible equity Tangible managed assets Tax Act TDR finance receivables TILA Tenth Supplemental Indenture Triton Trust preferred securities

Unearned finance charges V?rde VIEs VOBA Weighted average interest rate XBRL Yield Yosemite

Definition

loans the Company previously owned and now services on behalf of a third party OMH and its subsidiaries (other than OneMain) collectively, the following supplements to the Base Indenture: Third Supplemental Indenture, dated as of May 15, 2017; Fourth Supplemental Indenture, dated as of December 8, 2017; Fifth Supplemental Indenture, dated as of March 12, 2018; Sixth Supplemental Indenture, dated as of May 11, 2018; Seventh Supplemental Indenture, dated as of February 22, 2019; Eighth Supplemental Indenture, dated as of May 9, 2019; Ninth Supplemental Indenture, dated as of November 7, 2019; Tenth Supplemental Indenture, dated as of May 14, 2020; and Eleventh Supplemental Indenture, dated as of December 17, 2020 total equity less accumulated other comprehensive income or loss total assets less goodwill and other intangible assets Public Law 115-97 amending the Internal Revenue Code of 1986 troubled debt restructured finance receivables. Debt restructuring in which a concession is granted to the borrower as a result of economic or legal reasons related to the borrower's financial difficulties Truth In Lending Act Tenth Supplemental Indenture, dated as of May 14, 2020, to the Base Indenture Triton Insurance Company, an insurance subsidiary of OneMain Financial Holdings, LLC capital securities classified as debt for accounting purposes but due to their terms are afforded, at least in part, equity capital treatment in the calculation of effective leverage by rating agencies the amount of interest that is capitalized at time of origination on a precompute loan that will be earned over the remaining contractual life of the loan V?rde Partners, Inc. variable interest entities value of business acquired annualized interest expense as a percentage of average debt eXtensible Business Reporting Language annualized finance charges as a percentage of average net receivables Yosemite Insurance Company, a former insurance subsidiary of OMFC. In the third quarter of 2018, the Company sold all of the issued and outstanding shares in Yosemite to a third party

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Forward-Looking Statements

This report contains "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995. Forward-looking statements are not statements of historical fact but instead represent only management's current beliefs regarding future events. By their nature, forward-looking statements are subject to risks, uncertainties, assumptions, and other important factors that may cause actual results, performance or achievements to differ materially from those expressed in or implied by such forward-looking statements. We caution you not to place undue reliance on these forward-looking statements, which speak only as of the date they were made. We do not undertake any obligation to update or revise these forward-looking statements to reflect events or circumstances after the date of this report or to reflect the occurrence of unanticipated events or the non-occurrence of anticipated events, whether as a result of new information, future developments, or otherwise, except as required by law. Forward-looking statements include, without limitation, statements concerning future plans, objectives, goals, projections, strategies, events, or performance, and underlying assumptions and other statements related thereto. Statements preceded by, followed by or that otherwise include the words "anticipates," "appears," "are likely," "believes," "estimates," "expects," "foresees," "intends," "plans," "projects," and similar expressions or future or conditional verbs such as "would," "should," "could," "may," or "will" are intended to identify forward-looking statements. Important factors that could cause actual results, performance, or achievements to differ materially from those expressed in or implied by forward-looking statements include, without limitation, the following:

? adverse changes in general economic conditions, including the interest rate environment and the financial markets; ? risks associated with the global outbreak of a novel strain of coronavirus ("COVID-19") and the mitigation efforts by governments and related effects on

us, our customers, and employees; ? our estimates of the allowance for finance receivable losses may not be adequate to absorb actual losses, causing our provision for finance receivable

losses to increase, which would adversely affect our results of operations; ? increased levels of unemployment and personal bankruptcies; ? adverse changes in the rate at which we can collect or potentially sell our finance receivables portfolio; ? natural or accidental events such as earthquakes, hurricanes, tornadoes, fires, or floods affecting our customers, collateral, or our branches or other

operating facilities; ? war, acts of terrorism, riots, civil disruption, pandemics, disruptions in the operation of our information systems, or other events disrupting business or

commerce; ? risks related to the acquisition or sale of assets or businesses or the formation, termination, or operation of joint ventures or other strategic alliances,

including increased loan delinquencies or net charge-offs, integration or migration issues, increased costs of servicing, incomplete records, and retention of customers; ? a failure in or breach of our operational or security systems or infrastructure or those of third parties, including as a result of cyber-attacks, or other cyberrelated incidents involving the loss, theft or unauthorized disclosure of personally identifiable information ("PII") of our present or former customers; ? our credit risk scoring models may be inadequate to properly assess the risk of customer unwillingness or lack of capacity to repay; ? adverse changes in our ability to attract and retain employees or key executives to support our businesses; ? increased competition, or changes in customer responsiveness to our distribution channels, an inability to make technological improvements, and the ability of our competitors to offer a more attractive range of personal loan products than we offer; ? changes in federal, state, or local laws, regulations, or regulatory policies and practices that adversely affect our ability to conduct business or the manner in which we currently are permitted to conduct business, such as licensing requirements, pricing limitations or restrictions on the method of offering products, as well as changes that may result from increased regulatory scrutiny of the sub-prime lending industry, our use of third-party vendors and real estate loan servicing, or changes in corporate or individual income tax laws or regulations, including effects of the Tax Act, the Coronavirus Aid, Relief, and Economic Security Act (the "CARES Act"), and the Consolidated Appropriations Act of 2021 (the "CAA");

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