--- ticker: SYF company: SYF filing_type: 10-K year_current: 2024 year_prior: 2023 risks_added: 36 risks_removed: 4 risks_modified: 59 risks_unchanged: 86 source: SEC EDGAR url: https://riskdiff.com/syf/2024-vs-2023/ markdown_url: https://riskdiff.com/syf/2024-vs-2023/index.md generated: 2026-06-01 --- # SYF: 10-K Risk Factor Changes 2024 vs 2023 > Source: U.S. Securities and Exchange Commission (EDGAR) > Generated: 2026-06-01 > All data extracted directly from official filings. No hallucinated content. ## Summary | Status | Count | |--------|-------| | New risks added | 36 | | Risks removed | 4 | | Risks modified | 59 | | Unchanged | 86 | --- ## New in Current Filing: The CFPB's proposed rule on credit card late fees, if adopted, would likely materially adversely affect our business and results of operations. On February 1, 2023, the CFPB issued a notice of proposed rulemaking which, if adopted as proposed, would amend regulations to lower the safe harbor dollar amount for credit card late payment fees from the current $30 (adjusted to $41 for each subsequent late payment within the next six billing cycles) to $8 and to cap late fees at 25% of the minimum payment due. The proposed rule, if adopted, would result in a significant reduction of credit card late fees assessed by credit card issuers including the Company. The timing of a final rule is unknown and we continue to closely monitor relevant developments and the impact on our business. For the year ended December 31, 2023, interest income on loan receivables includes fees on loans, which primarily consist of late fees on our credit products, of $2.7 billion, net of reversals. A significant reduction in the late fees the Company charges would reduce our fees on loans and could also impact the competitiveness of our credit products and our ability and willingness to provide certain products and services, or to continue to offer our products to certain customers. Additionally, a significant reduction in the late fee safe harbor would require us to adopt new, or make changes to existing strategies, processes and practices which may be difficult for us to implement due to, among other things, cost, required resource commitment and management attention, partner, customer and other stakeholder acceptance, and operational complexities and dependencies associated with our use of third-party service providers. Further, it will likely take time for such strategies, processes and practices to offset the impact of a significant reduction in the late fees we charge. Our inability to successfully manage these risks could result in harm to our reputation and our brand. If we are unable to continue to charge late fees at the same levels permitted under the current regulatory guidance or effectively offset the impacts of a significant reduction in the late fees we charge, there would be a material adverse effect on our business, results of operations and/or financial condition. 63 63 63 --- ## New in Current Filing: Risk Management and Strategy Our information security program includes administrative, technical and physical safeguards and is designed to provide an appropriate level of protection to maintain the confidentiality, integrity and availability of our Company's, our client's and our customers' information. This includes protecting against known and evolving threats to the security of customer records and information, and against unauthorized access, compromise, or loss of customer records or information. Our information security program is designed to continuously adapt to an evolving landscape of emerging threats and available technology. Through data gathering and evaluation of emerging threats from internal and external incidents and technology investments, security controls are adjusted on an as needed basis. We have developed a security strategy and implemented layers of controls embedded throughout our technology environment that establish multiple control points between threats and our assets. We test the effectiveness of our controls and data protection processes through internal and independent external audits and assessments, including regular penetration tests, application code reviews, vulnerability scans, disaster recovery tests and cyber exercises to simulate hacker attacks. Our information security program is supported by regular training of information security employees and awareness training and activities for executives, directors, and employees companywide through which we communicate our information security policies, standards, processes and practices. Further, our information security program is designed to provide oversight of third parties who store, process or have access to sensitive data, and we require similar levels of protection from third-party service providers as are required for the Company. We maintain supplier risk assessment processes to identify risks associated with third-party service providers and have implemented enhanced cybersecurity incident and data breach response requirements for critical supplier relationships. We employ business continuity, backup and disaster recovery procedures for all the systems that are used for storing, processing and transferring customer information, and we periodically test and validate our disaster recovery plans to validate our resilience capabilities. Additionally, we maintain insurance coverage that, subject to applicable terms and conditions, may cover certain aspects of cybersecurity and information risks. However, there can be no assurance that liabilities or losses we may incur will be covered under such policies or that the amount of insurance will be adequate. Our information security program is designed and managed to be consistent with the Cyber Risk Institute (CRI) Profile, a cybersecurity assessment framework which is a financial services industry-specific extension of the National Institute of Standards and Technology (NIST) Cybersecurity Framework. We measure and monitor the maturity of the information security program against this framework, industry guidance, and a risk-driven metrics program aligned to our business requirements. Along with periodically being examined by our regulators, Synchrony regularly engages external experts to audit, evaluate and validate our controls against these standard frameworks, and we adjust our cybersecurity policies, standards, processes and practices as necessary based on the information provided by these examinations, audits and evaluations. Cybersecurity threats, including as a result of any previous cybersecurity incidents, have not materially affected the Company during the past three fiscal years. While we are not currently aware of any cybersecurity threats that are reasonably likely to materially affect the Company there is no assurance that we will not be materially affected by such threats in the future. For additional information on our risks related to cybersecurity, see "Risk Factors Relating to Our Business - Cyber-attacks or other security breaches could have a material adverse effect on our business." Governance Our Board's fully independent Risk Committee oversees cybersecurity risk. Cybersecurity risk is a component of operational risk within our enterprise risk management framework. For a detailed description of our enterprise risk management framework, including its governance and processes, see "Risks - Risk Management." Our information security team, led by our Chief Information Security Officer ("CISO"), in collaboration with our Risk Committee and our executive leadership team, closely monitors our information security program, including our 87 87 87 strategy, and information security policies and practices, against a rapidly evolving landscape of threats. The Risk Committee receives reports and briefings on our information security and enterprise risk management programs at least quarterly, including the results of any external audits, examinations and evaluations, as well as maturity assessments of our information security program. The CISO team leading our information security program is responsible for identifying, assessing, managing and controlling cybersecurity risk, and for mitigating our cybersecurity risk exposure. Our information security program is monitored and challenged by our risk management team, led by our CRO. We have developed an incident response governance framework to timely report cybersecurity incidents to our executive management team, appropriate management committees, including the enterprise risk management committee, the Risk Committee and Board, as necessary. In addition to facilitating timely evaluation, escalation and reporting of cybersecurity incidents, this framework also sets forth the process for identifying and assessing the severity of cybersecurity incidents, as well as for managing post-incident activities, including recovery and resolution. The CISO reports directly to our Chief Technology and Operating Officer and on a dotted line basis to our CRO. Our CISO has expertise in cybersecurity, information security risk management, identity and access management, security architecture, application security, vulnerability management, threat intelligence, security operations and incident management and response through prior roles leading information security functions at large organizations. The CISO holds various professional certifications, including the Certified Information Security Manager certification from the Information Systems Audit and Control Association. 88 88 88 REGULATION --- ## New in Current Filing: Other Assets Other assets primarily consist of deferred income taxes, contract costs related to our retail partner agreements and equity investments. Retail partner contract costs are recognized over the life of the contract with the retail partner and are included as a component of marketing and business development expense in our Consolidated Statements of Earnings. --- ## New in Current Filing: Discontinued Operations and Held for Sale An entity is classified as held for sale in the period in which management approves and commits to a plan to sell the entity, the entity is available to be sold in its immediate condition subject to usual and customary terms, the entity is being actively marketed at a reasonable price with other actions required to complete the plan to sale initiated, the sale is generally probable to be completed within one year, and it is unlikely that there will be significant changes to the plan to sell. The disposal of an entity should be reported in discontinued operations if the disposal represents a strategic shift that has, or will have, a major effect on the Company's operations and financial results, otherwise the results of the entity to be disposed continue to be presented within continuing operations on the Consolidated Statements of Earnings. Assets and liabilities to be disposed of have been reclassified to held for sale in our Consolidated Statements of Financial Position. See Note 3. Dispositions and Acquisitions for further details. --- ## New in Current Filing: Other Income Interchange and Protection Product Revenue Other Income primarily includes interchange and protection product revenue. We earn interchange revenue at the time the cardholder transaction occurs. Protection product revenue represents fees earned from our Payment Security offering, which is a debt cancellation product. Fees are assessed and recognized during the monthly coverage period, based upon a customer's account balance. 122 122 122 Loyalty Programs Our loyalty programs are designed to generate increased purchase volume per customer while reinforcing the value of our credit cards and strengthening cardholder loyalty. These programs typically provide cardholders with statement credit or cash back rewards. Other programs include rewards points, which are redeemable for a variety of products or awards, or merchandise discounts that are earned by achieving a pre-set spending level on their private label credit card, Dual Card or general purpose co-branded credit card. We establish a rewards liability based on points and merchandise discounts earned that are ultimately expected to be redeemed and the average cost per point at redemption. The rewards liability is included in accrued expenses and other liabilities in our Consolidated Statements of Financial Position. Cash rebates are earned based on a tiered percentage of purchase volume. As points and discounts are redeemed or cash rebates and rewards are issued, the rewards liability is relieved. The estimated cost of loyalty programs is classified as a reduction to other income in our Consolidated Statements of Earnings. --- ## New in Current Filing: Other Expense Fraud Losses We experience third-party fraud losses from the unauthorized use of credit cards and when loans are obtained through fraudulent means. Fraud losses are included as a charge within other expense in our Consolidated Statements of Earnings, net of recoveries, when such losses are probable. Loans are charged-off, as applicable, after the investigation period has completed. --- ## New in Current Filing: Ally Lending In January 2024, we announced our agreement to acquire Ally Financial Inc.'s point of sale financing business, Ally Lending. The assets of Ally Lending at December 31, 2023 included approximately $2.2 billion of loan receivables. The transaction is expected to close in the first quarter of 2024, subject to the completion of customary closing conditions. Pets Best In November 2023, we entered into an agreement for the sale of our wholly-owned subsidiary, Pets Best Insurance Services, LLC ("Pets Best") to Poodle Holdings, Inc. ("Buyer") for consideration comprising a combination of cash and an equity interest in Independence Pet Holdings, Inc., an affiliate of Buyer. Subject to regulatory approval and other customary closing conditions, the transaction is expected to close in the first quarter of 2024, and is expected to result in the recognition of a gain on sale. The gain amount to be recognized will be determined based upon the carrying amount of net assets of Pets Best and the final valuation of consideration to be received at closing. At December 31, 2023, $256 million in assets and $107 million in liabilities are classified as held for sale on our Consolidated Statements of Financial Position related to the planned disposition. The composition of those assets and liabilities are included in the table below. At December 31 ($ in millions)2023AssetsCash$19 Goodwill(a)87 Intangible assets, net24 Other assets(b)126 Total assets held for sale$256 LiabilitiesOther liabilities107 Total liabilities held for sale$107 Cash Goodwill(a) Other assets(b) _____________ (a) The allocated goodwill is subject to change based upon the carrying amount of net assets of Pets Best and the final valuation of consideration to be received at closing. (b) Other assets primarily includes $93 million of restricted cash and equivalents. 125 125 125 --- ## New in Current Filing: Allowance for Credit Losses(a)(b) Allowance for Credit Losses (a)(b) ($ in millions)Balance at January 1, 2023Impact of ASU 2022-02 AdoptionPost-Adoption Balance at January 1, 2023Provision charged to operations(c)Gross charge-offsRecoveriesBalance at December 31, 2023Credit cards$9,225 $(294)$8,931 $5,536 $(5,263)$952 $10,156 Consumer installment loans208 1 209 259 (218)29 279 Commercial credit products87 (1)86 164 (128)9 131 Other7 - 7 (1)(1) - 5 Total$9,527 $(294)$9,233 $5,958 $(5,610)$990 $10,571 --- ## New in Current Filing: Loan Modifications to Borrowers Experiencing Financial Difficulty See Note 2. Basis of Presentation and Summary of Significant Accounting Policies - Allowance for Credit Losses - Loan Modifications to Borrowers Experiencing Financial Difficulty for additional information on our significant accounting policies related to loan modifications to borrowers experiencing financial difficulty. --- ## New in Current Filing: Year ended December 31, 2023 The Company adopted ASU 2022-02 as of January 1, 2023 on a modified retrospective basis through a cumulative adjustment to retained earnings. The new guidance is applicable for all loans modified to borrowers experiencing financial difficulties as of the beginning of 2023. The following table provides information on our loan modifications to borrowers experiencing financial difficulty during the period presented, which do not include loans that are classified as loan receivables held for sale: 129 129 129 Year ended December 31, 2023($ in millions)Amount% of Loan ReceivablesLong-term modificationsCredit cards$1,573 1.6 %Consumer installment loans - - %Commercial credit products6 0.3 %Short-term modificationsCredit cards628 0.6 %Consumer installment loans - - %Commercial credit products1 - %Total$2,208 2.1 % --- ## New in Current Filing: Financial Effects of Loan Modifications to Borrowers Experiencing Financial Difficulty As part of our loan modifications to borrowers experiencing financial difficulty, we may provide multiple concessions to minimize our economic loss and improve long-term loan performance and collectability. For long-term modifications made in the year ended December 31, 2023, the financial effect of these modifications reduced the weighted-average interest rates by 97%. For short-term modifications made in the year ended December 31, 2023, unpaid balances of $186 million were forgiven. --- ## New in Current Filing: Performance of Loans Modified to Borrowers Experiencing Financial Difficulty The following table provides information on the performance of loans modified to borrowers experiencing financial difficulty which have been modified subsequent to January 1, 2023 and remain in a modification program at December 31, 2023: Amortized cost basisAt December 31, 2023 ($ in millions)Current30-89 days delinquent90 or more days delinquentTotal past due(a)Long-term modificationsCredit cards$861 $180 $141 $321 Consumer installment loans - - - - Commercial credit products2 1 1 2 Short-term modificationsCredit cards53 32 41 73 Consumer installment loans - - - - Commercial credit products - - - - Total delinquent modified loans$916 $213 $183 $396 Percentage of total loan receivables0.9 %0.2 %0.2 %0.4 %___________________ At December 31, 2023 ($ in millions) --- ## New in Current Filing: Total past due(a) (a) Once a loan has been modified, it only returns to current status (re-aged) after three consecutive monthly program payments are received post the modification date. 130 130 130 --- ## New in Current Filing: Payment Defaults The following table presents the type, number and amount of loans to borrowers experiencing financial difficulty that enrolled in a long-term modification program during the year ended December 31, 2023 and experienced a payment default and charged-off during the year: Year ended December 31, 2023($ in millions, accounts in thousands)Accounts defaultedLoans defaultedCredit cards96 $233 Consumer installment loans - - Commercial credit products - 2 Total96 $235 --- ## New in Current Filing: Year ended December 31, 2023 The Company adopted ASU 2022-02 as of January 1, 2023 on a modified retrospective basis through a cumulative adjustment to retained earnings. The new guidance is applicable for all loans modified to borrowers experiencing financial difficulties as of the beginning of 2023. The following table provides information on our loan modifications to borrowers experiencing financial difficulty during the period presented, which do not include loans that are classified as loan receivables held for sale: 129 129 129 Year ended December 31, 2023($ in millions)Amount% of Loan ReceivablesLong-term modificationsCredit cards$1,573 1.6 %Consumer installment loans - - %Commercial credit products6 0.3 %Short-term modificationsCredit cards628 0.6 %Consumer installment loans - - %Commercial credit products1 - %Total$2,208 2.1 % --- ## New in Current Filing: Significant Components of Our Net Deferred Income Taxes At December 31 ($ in millions)20232022AssetsAllowance for credit losses$2,626 $2,366 Compensation and employee benefits149 128 Other assets166 193 Total deferred income tax assets before valuation allowance2,941 2,687 Valuation allowance(18)(13)Total deferred income tax assets$2,923 $2,674 LiabilitiesOriginal issue discount$(365)$(504)Goodwill and identifiable intangibles(a)(198)(193)Other liabilities(a)(165)(149)Total deferred income tax liabilities (728)(846)Net deferred income tax assets$2,195 $1,828 _______________________ Goodwill and identifiable intangibles(a) Other liabilities(a) (a)Prior period amounts have been recast to reflect the change in presentation of contract costs related to our retailer partner agreements on our Consolidated Statements of Financial Condition. See Note 2. Basis of Presentation and Summary of Significant Accounting Policies to our consolidated financial statements for additional information. --- ## New in Current Filing: Reconciliation of Unrecognized Tax Benefits ($ in millions)20232022Balance at January 1$267 $274 Additions:Tax positions of the current year40 97 Tax positions of prior years2 1 Reductions:Prior year tax positions(47)(73)Settlements with tax authorities(1) - Expiration of the statute of limitation(31)(32)Balance at December 31$230 $267 Portion of balance that, if recognized, would impact the effective income tax rate$182 $177 The amount of unrecognized tax benefits that is reasonably possible to be resolved in the next twelve months is expected to be $39 million, of which, $31 million, if recognized, would reduce the company's tax expense and effective tax rate. Additionally, there are unrecognized tax benefits of $9 million and $16 million for the years ended December 31, 2023 and 2022, respectively, that are included in the tabular reconciliation above but recorded in the Consolidated Statements of Financial Position as a reduction of the related deferred tax asset. The Company continued to participate voluntarily in the IRS Compliance Assurance Process ("CAP") program for the 2023 tax year, and thus the tax year is under IRS review. We expect that the IRS review of our 2023 return will be substantially completed prior to its filing in 2024. During the current year, the IRS completed its examination of our 2022 tax year, which was our only other year subject to current IRS audit. Additionally, we are under examination in various states going back to 2014. We believe that there are no issues or claims that are likely to significantly impact our results of operations, financial position or cash flows. We further believe that we have made adequate provision for all income tax uncertainties that could result from such examinations. Interest expense and penalties related to income tax liabilities recognized in our Consolidated Statements of Earnings were not material for all periods presented. 146 146 146 --- ## New in Current Filing: NOTE 16. PARENT COMPANY FINANCIAL INFORMATION The following tables present parent company financial statements for Synchrony Financial. At December 31, 2023, restricted net assets of our subsidiaries were $12.4 billion. --- ## New in Current Filing: Condensed Statements of Earnings For the years ended December 31 ($ in millions)202320222021Interest income:Interest income from subsidiaries$355 $134 $67 Interest on cash and debt securities34 8 1 Total interest income389 142 68 Interest expense:Interest on senior unsecured notes335 279 264 Total interest expense335 279 264 Net interest income (expense)54 (137)(196)Dividends from bank subsidiaries1,450 3,150 2,600 Dividends from nonbank subsidiaries102 290 147 Other income135 122 327 Other expense202 177 292 Earnings before benefit from income taxes1,539 3,248 2,586 Benefit from income taxes(16)(46)(26)Equity in undistributed net earnings (loss) of subsidiaries683 (278)1,609 Net earnings$2,238 $3,016 $4,221 Comprehensive income$2,295 $2,960 $4,203 --- ## New in Current Filing: Condensed Statements of Financial Position At December 31 ($ in millions)20232022AssetsCash and equivalents$3,214 $3,287 Debt securities49 60 Investments in and amounts due from subsidiaries(a)18,285 16,338 Goodwill25 59 Other assets337 326 Total assets$21,910 $20,070 Liabilities and EquityAmounts due to subsidiaries$316 $287 Senior unsecured notes7,221 6,473 Accrued expenses and other liabilities 470 437 Total liabilities8,007 7,197 Equity:Total equity13,903 12,873 Total liabilities and equity$21,910 $20,070 Investments in and amounts due from subsidiaries(a) --- ## New in Current Filing: _____________ (a) Includes investments in and amounts due from bank subsidiaries of $14.0 billion and $12.4 billion at December 31, 2023 and 2022, respectively. 147 147 147 --- ## New in Current Filing: Condensed Statements of Cash Flows For the years ended December 31 ($ in millions)202320222021Cash flows - operating activities Net earnings$2,238 $3,016 $4,221 Adjustments to reconcile net earnings to cash provided from operating activitiesDeferred income taxes9 (1)34 (Increase) decrease in other assets 19 (28)(117)Increase (decrease) in accrued expenses and other liabilities21 (4)26 Equity in undistributed net (earnings) loss of subsidiaries(683)278 (1,609)All other operating activities101 28 106 Cash provided from (used for) operating activities1,705 3,289 2,661 Cash flows - investing activities Net (increase) decrease in investments in and amounts due from subsidiaries(898)265 645 Maturity and sales of debt securities14 21 44 Purchases of debt securities - - (5)All other investing activities(45)(6)(132)Cash provided from (used for) investing activities(929)280 552 Cash flows - financing activities Senior unsecured notesProceeds from issuance of senior unsecured notes740 745 744 Maturities and repayment of senior unsecured notes - (750)(750)Dividends paid on preferred stock(42)(42)(42)Purchases of treasury stock(1,112)(3,320)(2,876)Dividends paid on common stock(406)(434)(500)Increase (decrease) in amounts due to subsidiaries(7)14 4 All other financing activities(22)(41)32 Cash provided from (used for) financing activities(849)(3,828)(3,388)Increase (decrease) in cash and equivalents(73)(259)(175)Cash and equivalents at beginning of year3,287 3,546 3,721 Cash and equivalents at end of year$3,214 $3,287 $3,546 148 148 148 --- ## New in Current Filing: NOTE 17. LEGAL PROCEEDINGS AND REGULATORY MATTERS In the normal course of business, from time to time, we have been named as a defendant in various legal proceedings, including arbitrations, class actions and other litigation, arising in connection with our business activities. Certain of the legal actions include claims for substantial compensatory and/or punitive damages, or claims for indeterminate amounts of damages. We are also involved, from time to time, in reviews, investigations and proceedings (both formal and informal) by governmental agencies regarding our business (collectively, "regulatory matters"), which could subject us to significant fines, penalties, obligations to change our business practices or other requirements resulting in increased expenses, diminished income and damage to our reputation. We contest liability and/or the amount of damages as appropriate in each pending matter. In accordance with applicable accounting guidance, we establish an accrued liability for legal and regulatory matters when those matters present loss contingencies which are both probable and reasonably estimable. Legal proceedings and regulatory matters are subject to many uncertain factors that generally cannot be predicted with assurance, and we may be exposed to losses in excess of any amounts accrued. For some matters, we are able to determine that an estimated loss, while not probable, is reasonably possible. For other matters, including those that have not yet progressed through discovery and/or where important factual information and legal issues are unresolved, we are unable to make such an estimate. We currently estimate that the reasonably possible losses for legal proceedings and regulatory matters, whether in excess of a related accrued liability or where there is no accrued liability, and for which we are able to estimate a possible loss, are immaterial. This represents management's estimate of possible loss with respect to these matters and is based on currently available information. This estimate of possible loss does not represent our maximum loss exposure. The legal proceedings and regulatory matters underlying the estimate will change from time to time and actual results may vary significantly from current estimates. Our estimate of reasonably possible losses involves significant judgment, given the varying stages of the proceedings, the existence of numerous yet to be resolved issues, the breadth of the claims (often spanning multiple years), unspecified damages and/or the novelty of the legal issues presented. Based on our current knowledge, we do not believe that we are a party to any pending legal proceeding or regulatory matters that would have a material adverse effect on our consolidated financial condition or liquidity. However, in light of the uncertainties involved in such matters, the ultimate outcome of a particular matter could be material to our operating results for a particular period depending on, among other factors, the size of the loss or liability imposed and the level of our earnings for that period, and could adversely affect our business and reputation. Below is a description of certain of our regulatory matters and legal proceedings. On January 28, 2019, a purported shareholder derivative action, Gilbert v. Keane, et al., was filed in the U.S. District Court for the District of Connecticut against the Company as a nominal defendant, and certain of the Company's officers and directors. The lawsuit alleges breach of fiduciary duty claims based on the allegations raised by the plaintiff in the Stichting Depositary APG class action, unjust enrichment, waste of corporate assets, and that the defendants made materially misleading statements and/or omitted material information in violation of the Exchange Act. The complaint seeks a declaration that the defendants breached and/or aided and abetted the breach of their fiduciary duties to the Company, unspecified monetary damages with interest, restitution, a direction that the defendants take all necessary actions to reform and improve corporate governance and internal procedures, and attorneys' and experts' fees. On March 11, 2019, a second purported shareholder derivative action, Aldridge v. Keane, et al., was filed in the U.S. District Court for the District of Connecticut. The allegations in the Aldridge complaint are substantially similar to those in the Gilbert complaint. On March 26, 2020, the District Court recaptioned the Gilbert and Aldridge cases as In re Synchrony Financial Derivative Litigation. On August 11, 2023, the parties submitted a joint status report to the District Court indicating that the parties had reached a memorandum of understanding to settle the litigation, which is not expected to have a material financial impact on the Company. On December 21, 2023, the District Court entered an order preliminarily approving the settlement. Copies of the Stipulation and Agreement of Settlement and Notice of Pendency and Proposed Settlement are available on the Company's investor relations website at https://investors.synchrony.com. The information contained on the Company's websites, including the aforementioned documents, is not deemed to be part of this Annual Report on Form 10-K or incorporated by reference into any of our other filings with the SEC. 149 149 149 --- ## New in Current Filing: Evaluation of Disclosure Controls and Procedures Under the direction of our Chief Executive Officer and Chief Financial Officer, we evaluated the effectiveness of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act), and based on such evaluation, our Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures were effective as of December 31, 2023. --- ## New in Current Filing: Changes in Internal Control Over Financial Reporting There was no change in internal control over financial reporting that occurred during the fiscal quarter ended December 31, 2023 that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting. --- ## New in Current Filing: Report on Management's Assessment of Internal Control Over Financial Reporting The management of Synchrony Financial ("the Company") is responsible for establishing and maintaining adequate internal control over financial reporting for the Company as defined by Exchange Act Rules 13a-15 and 15d-15. The Company's internal control over financial reporting is designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external reporting purposes in accordance with U.S. generally accepted accounting principles. The Company's internal control over financial reporting includes those policies and procedures that (i) pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of the Company's assets; (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that the Company's receipts and expenditures are made only in accordance with authorizations of the Company's management and directors; and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the Company's assets that could have a material effect on its financial statements. Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate. Although any system of internal control can be compromised by human error or intentional circumvention of required procedures, we believe our system provides reasonable assurance that financial transactions are recorded and reported properly, providing an adequate basis for reliable financial statements. The Company's management has used the criteria established in Internal Control - Integrated Framework (2013 framework) issued by the Committee of Sponsoring Organizations of the Treadway Commission ("COSO") to evaluate the effectiveness of the Company's internal control over financial reporting. The Company's management has assessed the effectiveness of the Company's internal control over financial reporting as of December 31, 2023 and has concluded that such internal control over financial reporting is effective. There are no material weaknesses in the Company's internal control over financial reporting that have been identified by the Company's management. KPMG LLP, an independent registered public accounting firm, has audited the consolidated financial statements of the Company for the year ended December 31, 2023 and has also issued an audit report, which is included in "Consolidated Financial Statements and Supplementary Data" of this Form 10-K Report, on internal control over financial reporting as of December 31, 2023 under Auditing Standard No. 2201 of the Public Company Accounting Oversight Board ("PCAOB"). 150 150 150 --- ## New in Current Filing: ____________________________________________________________________________________________ We are providing the following summary of the risk factors contained in this Annual Report on Form 10-K to enhance the readability and accessibility of our risk factor disclosures. We encourage you to carefully review the full risk factors contained in this Annual Report on Form 10-K in their entirety for additional information regarding the material factors that make an investment in our securities speculative or risky. These risks and uncertainties include, but are not limited to, the following: --- ## New in Current Filing: Market Information Our common stock trades on the New York Stock Exchange under the symbol "SYF." The following table reflects the cash dividends we declared for the periods indicated. Cash dividends declared($ in dollars)2023Fourth quarter$0.25 Third quarter$0.25 Second quarter$0.23 First quarter$0.23 2022Fourth quarter$0.23 Third quarter$0.23 Second quarter$0.22 First quarter$0.22 Holders At February 2, 2024, the approximate number of holders of record of common stock was 1,965. Dividends Dividend Policy. The declaration and payment of any future dividends to holders of our common or preferred stock or stock repurchases will be at the discretion of Synchrony's Board of Directors and will depend on many factors, including the financial condition, earnings, capital and liquidity requirements of us and the Bank, applicable regulatory restrictions, corporate law and contractual restrictions and other factors that the Board of Directors deems relevant. As a savings and loan holding company, our ability to pay dividends to our stockholders or to repurchase our stock is subject to regulation by the Federal Reserve Board. In addition, as a holding company, we rely significantly on dividends, distributions and other payments from the Bank to fund dividends to our stockholders. The ability of the Bank to make dividends and other distributions and payments to us is subject to regulation by the OCC and the Federal Reserve Board. See "Regulation - Risk Factors Relating to Regulation - Failure by Synchrony and the Bank to meet applicable capital adequacy and liquidity requirements could have a material adverse effect on us" and " - We are subject to restrictions that limit our ability to pay dividends and repurchase our common stock; the Bank is subject to restrictions that limit its ability to pay dividends to us, which could limit our ability to pay dividends, repurchase our common stock or make payments on our indebtedness." 152 152 152 --- ## New in Current Filing: Performance Graph The following graph compares the cumulative total stockholders return (rounded to the nearest whole dollar) of the Company's common stock, the S&P 500 Stock Index and the S&P 500 Financials Index for the period from December 31, 2018 through December 31, 2023. The graph assumes an initial investment of $100 on December 31, 2018. The cumulative returns for the Company's common stock and financial indices assume full reinvestment of dividends. This graph does not forecast future performance of the Company's common stock. December 31, 2018December 31, 2019December 31, 2020December 31, 2021December 31, 2022December 31, 2023Synchrony Financial$100.00 $157.47 $157.51 $214.84 $155.90 $186.74 S&P 500$100.00 $131.49 $155.68 $200.37 $164.08 $207.21 S&P 500 Financials$100.00 $132.12 $129.89 $175.40 $156.92 $175.98 --- ## New in Current Filing: Issuer Purchases of Equity Securities The table below sets forth information regarding purchases of our common stock primarily related to our share repurchase program that were made by us or on our behalf during the three months ended December 31, 2023. ($ in millions, except per share data)Total Number of Shares Purchased(a)Average Price Paid Per Share(b)Total Number of Shares Purchased as Part of Publicly Announced Program(c)Maximum Dollar Value of Shares That May Yet Be Purchased Under the Program(b)October 1 - 31, 20231,350,010 $28.03 1,350,000 $812.2 November 1 - 30, 2023570,028 $31.73 570,000 $794.1 December 1 - 31, 20235,331,867 $36.40 5,331,369 $600.0 Total7,251,905 $34.48 7,251,369 $600.0 --- ## New in Current Filing: Maximum Dollar Value of Shares That May Yet Be Purchased Under the Program(b) October 1 - 31, 2023 November 1 - 30, 2023 December 1 - 31, 2023 _______________________ (a)Includes 10 shares, 28 shares and 498 shares withheld in October, November and December, respectively, to offset tax withholding obligations that occur upon the delivery of outstanding shares underlying performance stock awards, restricted stock awards or upon the exercise of stock options. (b)Amounts exclude commission costs. (c)In April 2023, the Board of Directors approved an incremental share repurchase program of up to $1.0 billion, commencing in the third quarter of 2023 through June 2024. 153 153 153 --- ## New in Current Filing: Rule 10b5-1 Trading Plans During the fourth quarter of 2023, certain of our directors and executive officers adopted or terminated trading arrangements intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). Information regarding these Rule 10b5-1 trading arrangements is presented in the table below. There were no non-Rule 10b5-1 trading arrangements adopted or terminated by any director or executive officer during the fourth quarter of 2023. NameTitleAction Taken (Adoption or Termination Date)Duration(1)Aggregate Number of Securities to be Sold(3)Alberto CasellasExecutive Vice President & CEO, Health & WellnessAdoption (11/29/2023)11/29/2023 - 12/31/202457,376 Brian DoublesDirector; President & CEOTermination (11/29/2023)01/25/2023 - 03/28/2024(2)196,306 Brian DoublesDirector; President & CEOAdoption (11/29/2023)11/29/2023 - 12/31/2024134,696 Curtis HowseExecutive Vice President & CEO, Home & AutoAdoption (11/29/2023)11/29/2023 - 12/31/202459,675 Carol JuelExecutive Vice President & Chief Technology and Operating OfficerAdoption (11/29/2023)11/29/2023 - 12/31/202486,843 (4)Jonathan MothnerExecutive Vice President, Chief Risk and Legal OfficerAdoption (11/29/2023)11/29/2023 - 12/31/202440,000 Maran NalluswamiExecutive Vice President & CEO, Diversified & Value and LifestyleAdoption (11/30/2023)11/30/2023 - 12/31/202421,386 Bart SchallerExecutive Vice President & CEO, DigitalAdoption (11/29/2023)11/29/2023 - 12/31/202471,725 (4)Brian WenzelExecutive Vice President & Chief Financial OfficerAdoption (11/29/2023)11/29/2023 - 12/31/202411,281 ______________________ --- ## New in Current Filing: Aggregate Number of Securities to be Sold(3) Adoption (11/29/2023) Termination (11/29/2023) 01/25/2023 - 03/28/2024(2) Adoption (11/29/2023) Adoption (11/29/2023) Adoption (11/29/2023) (4) Adoption (11/29/2023) Adoption (11/30/2023) Adoption (11/29/2023) (4) Adoption (11/29/2023) (1)Pursuant to the terms of each plan and subject to compliance with Rule 10b5-1, each plan may terminate at an earlier date in certain circumstances, including if all trades are executed or all orders related to the trades under the relevant plan expire. (2)Mr. Doubles terminated this plan on November 29, 2023 prior to adopting a new plan on the same date. A total of 36,610 shares were sold under this plan prior to its termination. (3)Rounded up to the nearest whole share, as applicable. (4)The aggregate number of securities to be sold under the plans for Ms. Juel and Mr. Schaller excludes 10,729 and 15,714 shares, respectively, as such shares were sold after the adoption of the plans included in this disclosure pursuant to existing effective trading plans. These prior plans for Ms. Juel and Mr. Schaller expired on December 29, 2023 and January 2, 2024, respectively, before the trades under the plans included in this disclosure were scheduled to commence. 154 154 154 --- ## New in Current Filing: ____________________________________________________________________________________________ We are providing the following summary of the risk factors contained in this Annual Report on Form 10-K to enhance the readability and accessibility of our risk factor disclosures. We encourage you to carefully review the full risk factors contained in this Annual Report on Form 10-K in their entirety for additional information regarding the material factors that make an investment in our securities speculative or risky. These risks and uncertainties include, but are not limited to, the following: --- ## New in Current Filing: INDEX TO CONSOLIDATED FINANCIAL STATEMENTS Reports of Independent Registered Public Accounting Firm (KPMG LLP, New York, New York, PCAOB ID 185)106Consolidated Statements of Earnings for the years ended December 31, 2023, 2022 and 2021110Consolidated Statements of Comprehensive Income for the years ended December 31, 2023, 2022 and 2021111Consolidated Statements of Financial Position at December 31, 2023 and 2022112Consolidated Statements of Changes in Equity for the years ended December 31, 2023, 2022 and 2021113Consolidated Statements of Cash Flows for the years ended December 31, 2023, 2022 and 2021114Notes to the Consolidated Financial Statements115 Reports of Independent Registered Public Accounting Firm (KPMG LLP, New York, New York, PCAOB ID 185) 106 Consolidated Statements of Earnings for the years ended December 31, 2023, 2022 and 2021 110 Consolidated Statements of Comprehensive Income for the years ended December 31, 2023, 2022 and 2021 111 Consolidated Statements of Financial Position at December 31, 2023 and 2022 112 Consolidated Statements of Changes in Equity for the years ended December 31, 2023, 2022 and 2021 113 Consolidated Statements of Cash Flows for the years ended December 31, 2023, 2022 and 2021 114 115 2. Financial Statement Schedules Separate financial statement schedules have been omitted either because they are not applicable or because the required information is included in the consolidated financial statements. 3. Exhibits A list of the exhibits being filed or furnished with or incorporated by reference into this annual report on Form 10-K is provided below: --- ## New in Current Filing: EXHIBIT INDEX Exhibit NumberDescription3.1Amended and Restated Certificate of Incorporation of Synchrony Financial (incorporated by reference to Exhibit 3.2 of Amendment No. 5 to Form S-1 Registration Statement filed by Synchrony Financial on July 18, 2014 (No. 333-194528))3.2Amended and Restated Bylaws of Synchrony Financial (incorporated by reference to Exhibit 3.1 of Form 8-K filed by Synchrony Financial on November 1, 2016)4.1Indenture, dated as of August 11, 2014, between Synchrony Financial and The Bank of New York Mellon, as Trustee (incorporated by reference to Exhibit 4.1 of Form 8-K filed by Synchrony Financial on August 13, 2014)4.2First Supplemental Indenture, dated as of August 11, 2014, between Synchrony Financial and The Bank of New York Mellon, as Trustee (incorporated by reference to Exhibit 4.2 of Form 8-K filed by Synchrony Financial on August 13, 2014)4.3Third Supplemental Indenture, dated as of July 23, 2015, between Synchrony Financial and The Bank of New York Mellon, as Trustee (incorporated by reference to Exhibit 4.1 of Form 8-K filed by Synchrony Financial on July 23, 2015)4.4Sixth Supplemental Indenture, dated as of August 4, 2016, between Synchrony Financial and The Bank of New York Mellon, as Trustee (incorporated by reference to Exhibit 4.1 of Form 8-K filed by Synchrony Financial on August 4, 2016)4.5Seventh Supplemental Indenture, dated as of December 1, 2017, between Synchrony Financial and The Bank of New York Mellon, as Trustee (incorporated by reference to Exhibit 4.1 of Form 8-K filed by Synchrony Financial on December 1, 2017)4.6Eighth Supplemental Indenture, dated as of March 19, 2019, between Synchrony Financial and The Bank of New York Mellon, as Trustee (incorporated by reference to Exhibit 4.1 of Form 8-K filed by Synchrony Financial on March 19, 2019)4.7Ninth Supplemental Indenture, dated as of July 25, 2019, between Synchrony Financial and The Bank of New York Mellon, as Trustee (incorporated by reference to Exhibit 4.1 of Form 8-K filed by Synchrony Financial on July 25, 2019)4.8Tenth Supplemental Indenture, dated as of October 28, 2021, between Synchrony Financial and The Bank of New York Mellon, as Trustee (incorporated by reference to Exhibit 4.1 of Form 8-K filed by Synchrony Financial on October 28, 2021) 3.1 Amended and Restated Certificate of Incorporation of Synchrony Financial (incorporated by reference to Exhibit 3.2 of Amendment No. 5 to Form S-1 Registration Statement filed by Synchrony Financial on July 18, 2014 (No. 333-194528)) 3.2 Amended and Restated Bylaws of Synchrony Financial (incorporated by reference to Exhibit 3.1 of Form 8-K filed by Synchrony Financial on November 1, 2016) 4.1 Indenture, dated as of August 11, 2014, between Synchrony Financial and The Bank of New York Mellon, as Trustee (incorporated by reference to Exhibit 4.1 of Form 8-K filed by Synchrony Financial on August 13, 2014) 4.2 First Supplemental Indenture, dated as of August 11, 2014, between Synchrony Financial and The Bank of New York Mellon, as Trustee (incorporated by reference to Exhibit 4.2 of Form 8-K filed by Synchrony Financial on August 13, 2014) 4.3 Third Supplemental Indenture, dated as of July 23, 2015, between Synchrony Financial and The Bank of New York Mellon, as Trustee (incorporated by reference to Exhibit 4.1 of Form 8-K filed by Synchrony Financial on July 23, 2015) 4.4 Sixth Supplemental Indenture, dated as of August 4, 2016, between Synchrony Financial and The Bank of New York Mellon, as Trustee (incorporated by reference to Exhibit 4.1 of Form 8-K filed by Synchrony Financial on August 4, 2016) 4.5 Seventh Supplemental Indenture, dated as of December 1, 2017, between Synchrony Financial and The Bank of New York Mellon, as Trustee (incorporated by reference to Exhibit 4.1 of Form 8-K filed by Synchrony Financial on December 1, 2017) 4.6 Eighth Supplemental Indenture, dated as of March 19, 2019, between Synchrony Financial and The Bank of New York Mellon, as Trustee (incorporated by reference to Exhibit 4.1 of Form 8-K filed by Synchrony Financial on March 19, 2019) 4.7 Ninth Supplemental Indenture, dated as of July 25, 2019, between Synchrony Financial and The Bank of New York Mellon, as Trustee (incorporated by reference to Exhibit 4.1 of Form 8-K filed by Synchrony Financial on July 25, 2019) 4.8 Tenth Supplemental Indenture, dated as of October 28, 2021, between Synchrony Financial and The Bank of New York Mellon, as Trustee (incorporated by reference to Exhibit 4.1 of Form 8-K filed by Synchrony Financial on October 28, 2021) 155 155 155 4.9Eleventh Supplemental Indenture, dated as of June 13, 2022, between Synchrony Financial and The Bank of New York Mellon, as Trustee (incorporated by reference to Exhibit 4.1 of Form 8-K filed by Synchrony Financial on June 13, 2022)4.10Form of 4.500% Senior Notes due 2025 (incorporated by reference to Exhibit 4.2 of Form 8-K filed by Synchrony Financial on July 23, 2015)4.11Form of 3.700% Senior Notes due 2026 (incorporated by reference to Exhibit 4.2 of Form 8-K filed by Synchrony Financial on August 4, 2016)4.12Form of 3.950% Senior Notes due 2027 (incorporated by reference to Exhibit 4.2 of Form 8-K filed by Synchrony Financial on December 1, 2017)4.13Specimen Common Stock Certificate (incorporated by reference to Exhibit 4.1 of Amendment No. 5 to Form S-1 Registration Statement filed by Synchrony Financial on July 18, 2014 (No. 333-194528))4.14Form of 4.375% Senior Notes due 2024 (incorporated by reference to Exhibit 4.2 of Form 8-K filed by Synchrony Financial on March 19, 2019)4.15Form of 5.150% Senior Notes due 2029 (incorporated by reference to Exhibit 4.3 of Form 8-K filed by Synchrony Financial on March 19, 2019)4.16Form of 2.850% Senior Notes due 2022 (incorporated by reference to Exhibit 4.2 of Form 8-K filed by Synchrony Financial on July 25, 2019)4.17Form of 2.875% Senior Notes due 2031 (incorporated by reference to Exhibit 4.1 of Form 8-K filed by Synchrony Financial on October 28, 2021)4.18Form of 4.875% Senior Notes due 2025 (incorporated by reference to Exhibit 4.2 of Form 8-K filed by Synchrony Financial on June 13, 2022)4.19Certificate of Designations of 5.625% Fixed Rate Non-Cumulative Perpetual Preferred Stock, Series A, dated November 13, 2019. (incorporated by reference to Exhibit 4.1 of Form 8-K filed by Synchrony Financial on November 14, 2019)4.20Deposit Agreement, dated November 14, 2019, by and among the Company, Computershare Inc. and Computershare Trust Company, N.A., collectively as Depositary, and the holders from time to time of the depositary receipts described therein. (incorporated by reference to Exhibit 4.2 of Form 8-K filed by Synchrony Financial on November 14, 2019)4.21Indenture, dated as of February 2, 2023, between Synchrony Financial and The Bank of New York Mellon, as Trustee (incorporated by reference to Exhibit 4.1 of Form 8-K filed by Synchrony Financial on February 2, 2023)4.22First Supplemental Indenture, dated as of February 2, 2023, between Synchrony Financial and The Bank of New York Mellon, as Trustee (incorporated by reference to Exhibit 4.2 of Form 8-K filed by Synchrony Financial on February 2, 2023)4.23Form of 7.250% Subordinated Notes due 2033 (incorporated by reference to Exhibit 4.3 of Form 8-K filed by Synchrony Financial on February 2, 2023)4.24*Description of Registrant's Securities10.1Master Agreement, dated as of July 30, 2014, among General Electric Capital Corporation, Synchrony Financial, and, solely for purposes of certain sections and articles set forth therein, General Electric Company (incorporated by reference to Exhibit 10.1 of Amendment No. 1 to Form S-1 Registration Statement filed by Synchrony Financial on August 1, 2014 (333-197244))10.2Transitional Services Agreement, dated August 5, 2014, by and among General Electric Capital Corporation, Synchrony Financial and Retail Finance International Holdings, Inc. (incorporated by reference to Exhibit 10.1 of Form 8-K filed by Synchrony Financial on August 11, 2014)10.3Employee Matters Agreement, dated as of August 5, 2014, by and among General Electric Company, General Electric Capital Corporation and Synchrony Financial (incorporated by reference to Exhibit 10.4 of Form 8-K filed by Synchrony Financial on August 11, 2014)10.4Transitional Trademark License Agreement, dated as of August 5, 2014, by and between GE Capital Registry, Inc. and Synchrony Financial (incorporated by reference to Exhibit 10.5 of Form 8-K filed by Synchrony Financial on August 11, 2014)10.5Intellectual Property Cross License Agreement, dated as of August 5, 2014, by and between General Electric Company and General Electric Capital Corporation, on the one hand, and Synchrony Financial, on the other hand (incorporated by reference to Exhibit 10.6 of Form 8-K filed by Synchrony Financial on August 11, 2014)10.6+Form of agreement for awards of Performance Share Units under Synchrony 2014 Long-Term Incentive Plan (incorporated by reference to Exhibit 10.1 to Quarterly Report on Form 10-Q filed by Synchrony Financial on April 28, 2016) 4.9 Eleventh Supplemental Indenture, dated as of June 13, 2022, between Synchrony Financial and The Bank of New York Mellon, as Trustee (incorporated by reference to Exhibit 4.1 of Form 8-K filed by Synchrony Financial on June 13, 2022) 4.10 Form of 4.500% Senior Notes due 2025 (incorporated by reference to Exhibit 4.2 of Form 8-K filed by Synchrony Financial on July 23, 2015) 4.11 Form of 3.700% Senior Notes due 2026 (incorporated by reference to Exhibit 4.2 of Form 8-K filed by Synchrony Financial on August 4, 2016) 4.12 Form of 3.950% Senior Notes due 2027 (incorporated by reference to Exhibit 4.2 of Form 8-K filed by Synchrony Financial on December 1, 2017) 4.13 Specimen Common Stock Certificate (incorporated by reference to Exhibit 4.1 of Amendment No. 5 to Form S-1 Registration Statement filed by Synchrony Financial on July 18, 2014 (No. 333-194528)) 4.14 Form of 4.375% Senior Notes due 2024 (incorporated by reference to Exhibit 4.2 of Form 8-K filed by Synchrony Financial on March 19, 2019) 4.15 Form of 5.150% Senior Notes due 2029 (incorporated by reference to Exhibit 4.3 of Form 8-K filed by Synchrony Financial on March 19, 2019) 4.16 Form of 2.850% Senior Notes due 2022 (incorporated by reference to Exhibit 4.2 of Form 8-K filed by Synchrony Financial on July 25, 2019) 4.17 Form of 2.875% Senior Notes due 2031 (incorporated by reference to Exhibit 4.1 of Form 8-K filed by Synchrony Financial on October 28, 2021) 4.18 Form of 4.875% Senior Notes due 2025 (incorporated by reference to Exhibit 4.2 of Form 8-K filed by Synchrony Financial on June 13, 2022) 4.19 Certificate of Designations of 5.625% Fixed Rate Non-Cumulative Perpetual Preferred Stock, Series A, dated November 13, 2019. (incorporated by reference to Exhibit 4.1 of Form 8-K filed by Synchrony Financial on November 14, 2019) 4.20 Deposit Agreement, dated November 14, 2019, by and among the Company, Computershare Inc. and Computershare Trust Company, N.A., collectively as Depositary, and the holders from time to time of the depositary receipts described therein. (incorporated by reference to Exhibit 4.2 of Form 8-K filed by Synchrony Financial on November 14, 2019) 4.21 Indenture, dated as of February 2, 2023, between Synchrony Financial and The Bank of New York Mellon, as Trustee (incorporated by reference to Exhibit 4.1 of Form 8-K filed by Synchrony Financial on February 2, 2023) 4.22 First Supplemental Indenture, dated as of February 2, 2023, between Synchrony Financial and The Bank of New York Mellon, as Trustee (incorporated by reference to Exhibit 4.2 of Form 8-K filed by Synchrony Financial on February 2, 2023) 4.23 Form of 7.250% Subordinated Notes due 2033 (incorporated by reference to Exhibit 4.3 of Form 8-K filed by Synchrony Financial on February 2, 2023) 4.24* Description of Registrant's Securities 10.1 Master Agreement, dated as of July 30, 2014, among General Electric Capital Corporation, Synchrony Financial, and, solely for purposes of certain sections and articles set forth therein, General Electric Company (incorporated by reference to Exhibit 10.1 of Amendment No. 1 to Form S-1 Registration Statement filed by Synchrony Financial on August 1, 2014 (333-197244)) 10.2 Transitional Services Agreement, dated August 5, 2014, by and among General Electric Capital Corporation, Synchrony Financial and Retail Finance International Holdings, Inc. (incorporated by reference to Exhibit 10.1 of Form 8-K filed by Synchrony Financial on August 11, 2014) 10.3 Employee Matters Agreement, dated as of August 5, 2014, by and among General Electric Company, General Electric Capital Corporation and Synchrony Financial (incorporated by reference to Exhibit 10.4 of Form 8-K filed by Synchrony Financial on August 11, 2014) 10.4 Transitional Trademark License Agreement, dated as of August 5, 2014, by and between GE Capital Registry, Inc. and Synchrony Financial (incorporated by reference to Exhibit 10.5 of Form 8-K filed by Synchrony Financial on August 11, 2014) 10.5 Intellectual Property Cross License Agreement, dated as of August 5, 2014, by and between General Electric Company and General Electric Capital Corporation, on the one hand, and Synchrony Financial, on the other hand (incorporated by reference to Exhibit 10.6 of Form 8-K filed by Synchrony Financial on August 11, 2014) 10.6+ Form of agreement for awards of Performance Share Units under Synchrony 2014 Long-Term Incentive Plan (incorporated by reference to Exhibit 10.1 to Quarterly Report on Form 10-Q filed by Synchrony Financial on April 28, 2016) 156 156 156 10.7Master Indenture, dated as of September 25, 2003, between Synchrony Credit Card Master Note Trust (formerly known as GE Capital Credit Card Master Note Trust), as Issuer and Deutsche Bank Trust Company Americas, as Indenture Trustee (incorporated by reference to Exhibit 4.1 of Amendment No. 1 to Form S-3 Registration Statement filed by Synchrony Credit Card Master Note Trust and RFS Holding, L.L.C. on May 20, 2004 (No. 333-107495, 333-107495-01 and 333-107495-02))10.8Omnibus Amendment No. 1 to Securitization Documents, dated as of February 9, 2004, among RFS Holding, L.L.C., RFS Funding Trust, GE Capital Retail Bank (formerly known as Monogram Credit Card Bank of Georgia), Synchrony Credit Card Master Note Trust, Deutsche Bank Trust Company Delaware, as Trustee of RFS Funding Trust, RFS Holding, Inc. and Deutsche Bank Trust Company Americas, as Indenture Trustee (incorporated by reference to Exhibit 4.16 of Amendment No. 1 to Form S-3 Registration Statement filed by Synchrony Credit Card Master Note Trust and RFS Holding, L.L.C. on May 20, 2004 (No. 333-107495, 333-107495-01 and 333-107495-02))10.9Second Amendment to Master Indenture, dated as of June 17, 2004, between Synchrony Credit Card Master Note Trust and Deutsche Bank Trust Company Americas (incorporated by reference to Exhibit 4.4 of the current report on Form 8-K filed by Synchrony Credit Card Master Note Trust and RFS Holding, L.L.C. on July 2, 2004)10.10Third Amendment to Master Indenture, dated as of August 31, 2006, between Synchrony Credit Card Master Note Trust and Deutsche Bank Trust Company Americas (incorporated by reference to Exhibit 4.1 of the current report on Form 8-K filed by Synchrony Credit Card Master Note Trust and RFS Holding, L.L.C. on September 5, 2006)10.11Fourth Amendment to Master Indenture, dated as of June 28, 2007, between Synchrony Credit Card Master Note Trust and Deutsche Bank Trust Company Americas (incorporated by reference to Exhibit 4.2 of the current report on Form 8-K filed by Synchrony Credit Card Master Note Trust and RFS Holding, L.L.C. on July 3, 2007)10.12Fifth Amendment to Master Indenture, dated as of May 22, 2008, between Synchrony Credit Card Master Note Trust and Deutsche Bank Trust Company Americas (incorporated by reference to Exhibit 4.1 of the current report on Form 8-K filed by Synchrony Credit Card Master Note Trust and RFS Holding, L.L.C. on May 28, 2008)10.13Sixth Amendment to Master Indenture, dated as of August 7, 2009, between Synchrony Credit Card Master Note Trust and Deutsche Bank Trust Company Americas (incorporated by reference to Exhibit 4.1 of the current report on Form 8-K filed by Synchrony Credit Card Master Note Trust and RFS Holding, L.L.C. on August 7, 2009)10.14Seventh Amendment to Master Indenture, dated as of January 21, 2014, between Synchrony Credit Card Master Note Trust and Deutsche Bank Trust Company Americas (incorporated by reference to Exhibit 4.1 of the current report on Form 8-K filed by Synchrony Credit Card Master Note Trust and RFS Holding, L.L.C. on January 21, 2014)10.15Eighth Amendment to Master Indenture and Omnibus Supplement to Specified Indenture Supplements, dated as of March 11, 2014, between Synchrony Credit Card Master Note Trust and Deutsche Bank Trust Company Americas (incorporated by reference to Exhibit 4.1 of the current report on Form 8-K filed by Synchrony Credit Card Master Note Trust and RFS Holding, L.L.C. on March 14, 2014)10.16Ninth Amendment to Master Indenture, dated as of November 24, 2015, between Synchrony Credit Card Master Note Trust and Deutsche Bank Trust Company Americas (incorporated by reference to Exhibit 4.1 of the current report on Form 8-K filed by Synchrony Credit Card Master Note Trust and RFS Holding, L.L.C. on November 25, 2015)10.17Tenth Amendment to Master Indenture, dated as of March 3, 2016, between Synchrony Credit Card Master Note Trust and Deutsche Bank Trust Company Americas (incorporated by reference to Exhibit 4.1 of the current report on Form 8-K filed by Synchrony Credit Card Master Note Trust and RFS Holding, L.L.C. on March 7, 2016)10.18Eleventh Amendment to Master Indenture, dated as of April 21, 2017, between Synchrony Credit Card Master Note Trust and Deutsche Bank Trust Company Americas (incorporated by reference to Exhibit 4.1 of the current report on Form 8-K filed by Synchrony Credit Card Master Note Trust and RFS Holding, L.L.C. on April 26, 2017)10.19Twelfth Amendment to Master Indenture, dated as of March 16, 2021, between Synchrony Credit Card Master Note Trust and Deutsche Bank Trust Company Americas (incorporated by reference to Exhibit 4.3 of the current report on Form 8-K filed by Synchrony Credit Card Master Note Trust and RFS Holding, L.L.C. on March 17, 2021)10.20Second Omnibus Supplement to Specified Indenture Supplements, dated as of April 21, 2017, between Synchrony Credit Card Master Note Trust and Deutsche Bank Trust Company Americas (incorporated by reference to Exhibit 4.6 of the current report on Form 8-K filed by Synchrony Credit Card Master Note Trust and RFS Holding, L.L.C. on April 26, 2017)10.21Form of Indenture Supplement, between Synchrony Credit Card Master Note Trust and Deutsche Bank Trust Company Americas (incorporated by reference to Exhibit 4.8 of Form S-3 Registration Statement filed by Synchrony Credit Card Master Note Trust and RFS Holding, L.L.C. on May 16, 2012 (333-181466)) 10.7 Master Indenture, dated as of September 25, 2003, between Synchrony Credit Card Master Note Trust (formerly known as GE Capital Credit Card Master Note Trust), as Issuer and Deutsche Bank Trust Company Americas, as Indenture Trustee (incorporated by reference to Exhibit 4.1 of Amendment No. 1 to Form S-3 Registration Statement filed by Synchrony Credit Card Master Note Trust and RFS Holding, L.L.C. on May 20, 2004 (No. 333-107495, 333-107495-01 and 333-107495-02)) 10.8 Omnibus Amendment No. 1 to Securitization Documents, dated as of February 9, 2004, among RFS Holding, L.L.C., RFS Funding Trust, GE Capital Retail Bank (formerly known as Monogram Credit Card Bank of Georgia), Synchrony Credit Card Master Note Trust, Deutsche Bank Trust Company Delaware, as Trustee of RFS Funding Trust, RFS Holding, Inc. and Deutsche Bank Trust Company Americas, as Indenture Trustee (incorporated by reference to Exhibit 4.16 of Amendment No. 1 to Form S-3 Registration Statement filed by Synchrony Credit Card Master Note Trust and RFS Holding, L.L.C. on May 20, 2004 (No. 333-107495, 333-107495-01 and 333-107495-02)) 10.9 Second Amendment to Master Indenture, dated as of June 17, 2004, between Synchrony Credit Card Master Note Trust and Deutsche Bank Trust Company Americas (incorporated by reference to Exhibit 4.4 of the current report on Form 8-K filed by Synchrony Credit Card Master Note Trust and RFS Holding, L.L.C. on July 2, 2004) 10.10 Third Amendment to Master Indenture, dated as of August 31, 2006, between Synchrony Credit Card Master Note Trust and Deutsche Bank Trust Company Americas (incorporated by reference to Exhibit 4.1 of the current report on Form 8-K filed by Synchrony Credit Card Master Note Trust and RFS Holding, L.L.C. on September 5, 2006) 10.11 Fourth Amendment to Master Indenture, dated as of June 28, 2007, between Synchrony Credit Card Master Note Trust and Deutsche Bank Trust Company Americas (incorporated by reference to Exhibit 4.2 of the current report on Form 8-K filed by Synchrony Credit Card Master Note Trust and RFS Holding, L.L.C. on July 3, 2007) 10.12 Fifth Amendment to Master Indenture, dated as of May 22, 2008, between Synchrony Credit Card Master Note Trust and Deutsche Bank Trust Company Americas (incorporated by reference to Exhibit 4.1 of the current report on Form 8-K filed by Synchrony Credit Card Master Note Trust and RFS Holding, L.L.C. on May 28, 2008) 10.13 Sixth Amendment to Master Indenture, dated as of August 7, 2009, between Synchrony Credit Card Master Note Trust and Deutsche Bank Trust Company Americas (incorporated by reference to Exhibit 4.1 of the current report on Form 8-K filed by Synchrony Credit Card Master Note Trust and RFS Holding, L.L.C. on August 7, 2009) 10.14 Seventh Amendment to Master Indenture, dated as of January 21, 2014, between Synchrony Credit Card Master Note Trust and Deutsche Bank Trust Company Americas (incorporated by reference to Exhibit 4.1 of the current report on Form 8-K filed by Synchrony Credit Card Master Note Trust and RFS Holding, L.L.C. on January 21, 2014) 10.15 Eighth Amendment to Master Indenture and Omnibus Supplement to Specified Indenture Supplements, dated as of March 11, 2014, between Synchrony Credit Card Master Note Trust and Deutsche Bank Trust Company Americas (incorporated by reference to Exhibit 4.1 of the current report on Form 8-K filed by Synchrony Credit Card Master Note Trust and RFS Holding, L.L.C. on March 14, 2014) 10.16 Ninth Amendment to Master Indenture, dated as of November 24, 2015, between Synchrony Credit Card Master Note Trust and Deutsche Bank Trust Company Americas (incorporated by reference to Exhibit 4.1 of the current report on Form 8-K filed by Synchrony Credit Card Master Note Trust and RFS Holding, L.L.C. on November 25, 2015) 10.17 Tenth Amendment to Master Indenture, dated as of March 3, 2016, between Synchrony Credit Card Master Note Trust and Deutsche Bank Trust Company Americas (incorporated by reference to Exhibit 4.1 of the current report on Form 8-K filed by Synchrony Credit Card Master Note Trust and RFS Holding, L.L.C. on March 7, 2016) 10.18 Eleventh Amendment to Master Indenture, dated as of April 21, 2017, between Synchrony Credit Card Master Note Trust and Deutsche Bank Trust Company Americas (incorporated by reference to Exhibit 4.1 of the current report on Form 8-K filed by Synchrony Credit Card Master Note Trust and RFS Holding, L.L.C. on April 26, 2017) 10.19 Twelfth Amendment to Master Indenture, dated as of March 16, 2021, between Synchrony Credit Card Master Note Trust and Deutsche Bank Trust Company Americas (incorporated by reference to Exhibit 4.3 of the current report on Form 8-K filed by Synchrony Credit Card Master Note Trust and RFS Holding, L.L.C. on March 17, 2021) 10.20 Second Omnibus Supplement to Specified Indenture Supplements, dated as of April 21, 2017, between Synchrony Credit Card Master Note Trust and Deutsche Bank Trust Company Americas (incorporated by reference to Exhibit 4.6 of the current report on Form 8-K filed by Synchrony Credit Card Master Note Trust and RFS Holding, L.L.C. on April 26, 2017) 10.21 Form of Indenture Supplement, between Synchrony Credit Card Master Note Trust and Deutsche Bank Trust Company Americas (incorporated by reference to Exhibit 4.8 of Form S-3 Registration Statement filed by Synchrony Credit Card Master Note Trust and RFS Holding, L.L.C. on May 16, 2012 (333-181466)) 157 157 157 10.22Form of Indenture Supplement, between Synchrony Credit Card Master Note Trust and Deutsche Bank Trust Company Americas (incorporated by reference to Exhibit 4.12 of Form SF-3 Registration Statement filed by Synchrony Credit Card Master Note Trust and RFS Holding, L.L.C. on December 30, 2015 (333-206176))10.23Form of VFN Indenture Supplement, between Synchrony Credit Card Master Note Trust and Deutsche Bank Trust Company Americas (incorporated by reference to Exhibit 10.24 of Amendment No. 1 to Form S-1 Registration Statement filed by Synchrony Financial on August 1, 2014 (333-197244))10.24Form of Loan Agreement (VFN Series, Class A), among Synchrony Credit Card Master Note Trust, the Lenders party thereto from time to time, and the Managing Agents party thereto from time to time (incorporated by reference to Exhibit 10.25 of Amendment No. 1 to Form S-1 Registration Statement filed by Synchrony Financial on August 1, 2014 (333-197244))10.25Trust Agreement, dated as of September 25, 2003, between RFS Holding, L.L.C. and The Bank of New York (Delaware) (incorporated by reference to Exhibit 4.3 of Amendment No. 1 to Form S-3 Registration Statement filed by Synchrony Credit Card Master Note Trust and RFS Holding, L.L.C. on May 20, 2004 (No. 333-107495, 333-107495-01 and 333-107495-02))10.26First Amendment to Trust Agreement, dated as of January 21, 2014, between RFS Holding, L.L.C. and BNY Mellon Trust of Delaware (incorporated by reference to Exhibit 4.2 of the current report on Form 8-K filed by Synchrony Credit Master Note Trust and RFS Holding, L.L.C. on January 21, 2014)10.27Second Amendment to Trust Agreement, dated as of September 8, 2014, between RFS Holding, L.L.C. and BNY Mellon Trust of Delaware (incorporated by reference to Exhibit 4.1 of the current report on Form 8-K filed by Synchrony Credit Master Note Trust and RFS Holding, L.L.C. on September 11, 2014)10.28Third Amendment to Trust Agreement, dated as of April 21, 2017, between RFS Holding, L.L.C. and BNY Mellon Trust of Delaware (incorporated by reference to Exhibit 4.5 of the current report on Form 8-K filed by Synchrony Credit Master Note Trust and RFS Holding, L.L.C. on April 26, 2017)10.29Custody and Control Agreement, dated as of September 25, 2003 by and among Deutsche Bank Trust Company of Americas, in its capacity as Custodian and in its capacity as Indenture Trustee, and Synchrony Credit Card Master Note Trust (incorporated by reference to Exhibit 4.8 of Amendment No. 1 to Form S-3 Registration Statement filed by Synchrony Credit Card Master Note Trust and RFS Holding, L.L.C. on May 20, 2004 (No. 333-107495, 333-107495-01 and 333-107495-02))10.30Receivables Sale Agreement, dated as of June 27, 2003, between GE Capital Retail Bank (formerly known as Monogram Credit Card Bank of Georgia) and RFS Holding, L.L.C. (incorporated by reference to Exhibit 4.9 of Amendment No. 1 to Form S-3 Registration Statement filed by Synchrony Credit Card Master Note Trust and RFS Holding, L.L.C. on May 20, 2004 (No. 333-107495, 333-107495-01 and 333-107495-02))10.31RSA Assumption Agreement and Second Amendment to Receivables Sale Agreement, dated as of February 7, 2005, between GE Capital Retail Bank (formerly known as GE Money Bank) and RFS Holding, L.L.C. (incorporated by reference to Exhibit 4.2 of the current report on Form 8-K filed by Synchrony Credit Card Master Note Trust and RFS Holding, L.L.C. on February 11, 2005)10.32Third Amendment to Receivables Sale Agreement, dated as of December 21, 2006, between GE Capital Retail Bank (formerly known as GE Money Bank) and RFS Holding, L.L.C. (incorporated by reference to Exhibit 4.1 of the current report on Form 8-K filed by Synchrony Credit Card Master Note Trust and RFS Holding, L.L.C. on December 21, 2006)10.33Fourth Amendment to Receivables Sale Agreement, dated as of May 21, 2008, between GE Capital Retail Bank (formerly known as GE Money Bank) and RFS Holding, L.L.C. (incorporated by reference to Exhibit 4.2 of the current report on Form 8-K filed by Synchrony Credit Card Master Note Trust and RFS Holding, L.L.C. on May 28, 2008)10.34Designation of Removed Accounts and Fifth Amendment to Receivables Sale Agreement, dated as of December 29, 2008, between GE Capital Retail Bank (formerly known as GE Money Bank) and RFS Holding, L.L.C. (incorporated by reference to Exhibit 4.1 of the current report on Form 8-K filed by Synchrony Credit Card Master Note Trust and RFS Holding, L.L.C. on December 30, 2008)10.35Designation of Removed Accounts and Sixth Amendment to Receivables Sale Agreement, dated as of February 26, 2009, between GE Capital Retail Bank (formerly known as GE Money Bank) and RFS Holding, L.L.C. (incorporated by reference to Exhibit 4.1 of the current report on Form 8-K filed by Synchrony Credit Card Master Note Trust and RFS Holding, L.L.C. on February 26, 2009)10.36Seventh Amendment to Receivables Sale Agreement, dated as of November 23, 2010, between GE Capital Retail Bank (formerly known as GE Money Bank), and RFS Holding, L.L.C. (incorporated by reference to Exhibit 4.1 of the current report on Form 8-K filed by Synchrony Credit Card Master Note Trust and RFS Holding, L.L.C. on November 24, 2010) 10.22 Form of Indenture Supplement, between Synchrony Credit Card Master Note Trust and Deutsche Bank Trust Company Americas (incorporated by reference to Exhibit 4.12 of Form SF-3 Registration Statement filed by Synchrony Credit Card Master Note Trust and RFS Holding, L.L.C. on December 30, 2015 (333-206176)) 10.23 Form of VFN Indenture Supplement, between Synchrony Credit Card Master Note Trust and Deutsche Bank Trust Company Americas (incorporated by reference to Exhibit 10.24 of Amendment No. 1 to Form S-1 Registration Statement filed by Synchrony Financial on August 1, 2014 (333-197244)) 10.24 Form of Loan Agreement (VFN Series, Class A), among Synchrony Credit Card Master Note Trust, the Lenders party thereto from time to time, and the Managing Agents party thereto from time to time (incorporated by reference to Exhibit 10.25 of Amendment No. 1 to Form S-1 Registration Statement filed by Synchrony Financial on August 1, 2014 (333-197244)) 10.25 Trust Agreement, dated as of September 25, 2003, between RFS Holding, L.L.C. and The Bank of New York (Delaware) (incorporated by reference to Exhibit 4.3 of Amendment No. 1 to Form S-3 Registration Statement filed by Synchrony Credit Card Master Note Trust and RFS Holding, L.L.C. on May 20, 2004 (No. 333-107495, 333-107495-01 and 333-107495-02)) 10.26 First Amendment to Trust Agreement, dated as of January 21, 2014, between RFS Holding, L.L.C. and BNY Mellon Trust of Delaware (incorporated by reference to Exhibit 4.2 of the current report on Form 8-K filed by Synchrony Credit Master Note Trust and RFS Holding, L.L.C. on January 21, 2014) 10.27 Second Amendment to Trust Agreement, dated as of September 8, 2014, between RFS Holding, L.L.C. and BNY Mellon Trust of Delaware (incorporated by reference to Exhibit 4.1 of the current report on Form 8-K filed by Synchrony Credit Master Note Trust and RFS Holding, L.L.C. on September 11, 2014) 10.28 Third Amendment to Trust Agreement, dated as of April 21, 2017, between RFS Holding, L.L.C. and BNY Mellon Trust of Delaware (incorporated by reference to Exhibit 4.5 of the current report on Form 8-K filed by Synchrony Credit Master Note Trust and RFS Holding, L.L.C. on April 26, 2017) 10.29 Custody and Control Agreement, dated as of September 25, 2003 by and among Deutsche Bank Trust Company of Americas, in its capacity as Custodian and in its capacity as Indenture Trustee, and Synchrony Credit Card Master Note Trust (incorporated by reference to Exhibit 4.8 of Amendment No. 1 to Form S-3 Registration Statement filed by Synchrony Credit Card Master Note Trust and RFS Holding, L.L.C. on May 20, 2004 (No. 333-107495, 333-107495-01 and 333-107495-02)) 10.30 Receivables Sale Agreement, dated as of June 27, 2003, between GE Capital Retail Bank (formerly known as Monogram Credit Card Bank of Georgia) and RFS Holding, L.L.C. (incorporated by reference to Exhibit 4.9 of Amendment No. 1 to Form S-3 Registration Statement filed by Synchrony Credit Card Master Note Trust and RFS Holding, L.L.C. on May 20, 2004 (No. 333-107495, 333-107495-01 and 333-107495-02)) 10.31 RSA Assumption Agreement and Second Amendment to Receivables Sale Agreement, dated as of February 7, 2005, between GE Capital Retail Bank (formerly known as GE Money Bank) and RFS Holding, L.L.C. (incorporated by reference to Exhibit 4.2 of the current report on Form 8-K filed by Synchrony Credit Card Master Note Trust and RFS Holding, L.L.C. on February 11, 2005) 10.32 Third Amendment to Receivables Sale Agreement, dated as of December 21, 2006, between GE Capital Retail Bank (formerly known as GE Money Bank) and RFS Holding, L.L.C. (incorporated by reference to Exhibit 4.1 of the current report on Form 8-K filed by Synchrony Credit Card Master Note Trust and RFS Holding, L.L.C. on December 21, 2006) 10.33 Fourth Amendment to Receivables Sale Agreement, dated as of May 21, 2008, between GE Capital Retail Bank (formerly known as GE Money Bank) and RFS Holding, L.L.C. (incorporated by reference to Exhibit 4.2 of the current report on Form 8-K filed by Synchrony Credit Card Master Note Trust and RFS Holding, L.L.C. on May 28, 2008) 10.34 Designation of Removed Accounts and Fifth Amendment to Receivables Sale Agreement, dated as of December 29, 2008, between GE Capital Retail Bank (formerly known as GE Money Bank) and RFS Holding, L.L.C. (incorporated by reference to Exhibit 4.1 of the current report on Form 8-K filed by Synchrony Credit Card Master Note Trust and RFS Holding, L.L.C. on December 30, 2008) 10.35 Designation of Removed Accounts and Sixth Amendment to Receivables Sale Agreement, dated as of February 26, 2009, between GE Capital Retail Bank (formerly known as GE Money Bank) and RFS Holding, L.L.C. (incorporated by reference to Exhibit 4.1 of the current report on Form 8-K filed by Synchrony Credit Card Master Note Trust and RFS Holding, L.L.C. on February 26, 2009) 10.36 Seventh Amendment to Receivables Sale Agreement, dated as of November 23, 2010, between GE Capital Retail Bank (formerly known as GE Money Bank), and RFS Holding, L.L.C. (incorporated by reference to Exhibit 4.1 of the current report on Form 8-K filed by Synchrony Credit Card Master Note Trust and RFS Holding, L.L.C. on November 24, 2010) 158 158 158 10.37Eighth Amendment to Receivables Sale Agreement, dated as of March 20, 2012, among GE Capital Retail Bank, RFS Holding, Inc., PLT Holding, L.L.C. and RFS Holding, L.L.C. (incorporated by reference to Exhibit 4.1 of the current report on Form 8-K filed by Synchrony Credit Card Master Note Trust and RFS Holding, L.L.C. on March 21, 2012)10.38Ninth Amendment to Receivables Sale Agreement, dated as of March 11, 2014, among GE Capital Retail Bank, RFS Holding, Inc., PLT Holding, L.L.C. and RFS Holding, L.L.C. (incorporated by reference to Exhibit 4.2 of the current report on Form 8-K filed by Synchrony Credit Card Master Note Trust and RFS Holding, L.L.C. on March 14, 2014)10.39Designation of Removed Accounts and Tenth Amendment to Receivables Sale Agreement, dated as of November 7, 2014, among Synchrony Bank (formerly known as GE Capital Retail Bank), RFS Holding Inc., PLT Holding, L.L.C. and RFS Holding, L.L.C. (incorporated by reference to Exhibit 4.2 of the current report on Form 8-K filed by Synchrony Credit Card Master Note Trust and RFS Holding, L.L.C. on November 14, 2014)10.40Eleventh Amendment to Receivables Sale Agreement, dated as of March 3, 2016 among Synchrony Bank (formerly known as GE Capital Retail Bank), RFS Holding Inc., PLT Holding, L.L.C. and RFS Holding, L.L.C. (incorporated by reference to Exhibit 4.3 of the current report on Form 8-K filed by Synchrony Credit Card Master Note Trust and RFS Holding, L.L.C. on March 7, 2016)10.41Twelfth Amendment to Receivables Sale Agreement, dated as of April 21, 2017 between Synchrony Bank (formerly known as GE Capital Retail Bank) and RFS Holding, L.L.C. (incorporated by reference to Exhibit 4.4 of the current report on Form 8-K filed by Synchrony Credit Card Master Note Trust and RFS Holding, L.L.C. on April 26, 2017)10.42Thirteenth Amendment to Receivables Sale Agreement, dated as of May 31, 2017 between Synchrony Bank (formerly known as GE Capital Retail Bank) and RFS Holding, L.L.C. (incorporated by reference to Exhibit 4.1 of the current report on Form 8-K filed by Synchrony Credit Card Master Note Trust and RFS Holding, L.L.C. on June 2, 2017)10.43Designation of Removed Accounts and Fourteenth Amendment to Receivables Sale Agreement, dated as of October 11, 2019, between Synchrony Bank (formerly known as GE Capital Retail Bank) and RFS Holding, L.L.C. (incorporated by reference to Exhibit 4.2 of the current report on Form 8-K filed by Synchrony Credit Card Master Note Trust and RFS Holding, L.L.C. on October 15, 2019)10.44Fifteenth Amendment to Receivables Sale Agreement, dated as of March 16, 2021, between Synchrony Bank (formerly known as GE Capital Retail Bank) and RFS Holding, L.L.C. (incorporated by reference to Exhibit 4.1 of the current report on Form 8-K filed by Synchrony Credit Card Master Note Trust and RFS Holding, L.L.C. on March 17, 2021)10.45Designation of Removed Accounts and Sixteenth Amendment to Receivables Sale Agreement, dated as of June 17, 2022, between Synchrony Bank (formerly known as GE Capital Retail Bank) and RFS Holding, L.L.C. (incorporated by reference to Exhibit 4.2 of the current report on Form 8-K filed by Synchrony Credit Card Master Note Trust and RFS Holding, L.L.C. on June 21, 2022)10.46Transfer Agreement, dated as of September 25, 2003, between RFS Holding, L.L.C. and Synchrony Credit Card Master Note Trust (incorporated by reference to Exhibit 4.12 of Amendment No. 1 to Form S-3 Registration Statement filed by Synchrony Credit Card Master Note Trust and RFS Holding, L.L.C. on May 20, 2004 (No. 333-107495, 333-107495-01 and 333-107495-02))10.47Second Amendment to Transfer Agreement, dated as of June 17, 2004, between RFS Holding, L.L.C. and Synchrony Credit Card Master Note Trust (incorporated by reference to Exhibit 4.3 of the current report on Form 8-K filed by Synchrony Credit Card Master Note Trust and RFS Holding, L.L.C. on July 2, 2004)10.48Third Amendment to Transfer Agreement, dated as of November 21, 2004, between RFS Holding, L.L.C. and Synchrony Credit Card Master Note Trust (incorporated by reference to Exhibit 4.1 of the current report on Form 8-K filed by Synchrony Credit Card Master Note Trust and RFS Holding, L.L.C. on November 24, 2004)10.49Fourth Amendment to Transfer Agreement, dated as of August 31, 2006, between RFS Holding, L.L.C. and Synchrony Credit Card Master Note Trust (incorporated by reference to Exhibit 4.2 of the current report on Form 8-K filed by Synchrony Credit Card Master Note Trust and RFS Holding, L.L.C. on September 5, 2006)10.50Fifth Amendment to Transfer Agreement, dated as of December 21, 2006, between RFS Holding, L.L.C. and Synchrony Credit Card Master Note Trust (incorporated by reference to Exhibit 4.2 of the current report on Form 8-K filed by Synchrony Credit Card Master Note Trust and RFS Holding, L.L.C. on December 21, 2006)10.51Sixth Amendment to Transfer Agreement, dated as of May 21, 2008, between RFS Holding, L.L.C. and Synchrony Credit Card Master Note Trust (incorporated by reference to Exhibit 4.4 of the current report on Form 8-K filed by Synchrony Credit Card Master Note Trust and RFS Holding, L.L.C. on May 28, 2008) 10.37 Eighth Amendment to Receivables Sale Agreement, dated as of March 20, 2012, among GE Capital Retail Bank, RFS Holding, Inc., PLT Holding, L.L.C. and RFS Holding, L.L.C. (incorporated by reference to Exhibit 4.1 of the current report on Form 8-K filed by Synchrony Credit Card Master Note Trust and RFS Holding, L.L.C. on March 21, 2012) 10.38 Ninth Amendment to Receivables Sale Agreement, dated as of March 11, 2014, among GE Capital Retail Bank, RFS Holding, Inc., PLT Holding, L.L.C. and RFS Holding, L.L.C. (incorporated by reference to Exhibit 4.2 of the current report on Form 8-K filed by Synchrony Credit Card Master Note Trust and RFS Holding, L.L.C. on March 14, 2014) 10.39 Designation of Removed Accounts and Tenth Amendment to Receivables Sale Agreement, dated as of November 7, 2014, among Synchrony Bank (formerly known as GE Capital Retail Bank), RFS Holding Inc., PLT Holding, L.L.C. and RFS Holding, L.L.C. (incorporated by reference to Exhibit 4.2 of the current report on Form 8-K filed by Synchrony Credit Card Master Note Trust and RFS Holding, L.L.C. on November 14, 2014) 10.40 Eleventh Amendment to Receivables Sale Agreement, dated as of March 3, 2016 among Synchrony Bank (formerly known as GE Capital Retail Bank), RFS Holding Inc., PLT Holding, L.L.C. and RFS Holding, L.L.C. (incorporated by reference to Exhibit 4.3 of the current report on Form 8-K filed by Synchrony Credit Card Master Note Trust and RFS Holding, L.L.C. on March 7, 2016) 10.41 Twelfth Amendment to Receivables Sale Agreement, dated as of April 21, 2017 between Synchrony Bank (formerly known as GE Capital Retail Bank) and RFS Holding, L.L.C. (incorporated by reference to Exhibit 4.4 of the current report on Form 8-K filed by Synchrony Credit Card Master Note Trust and RFS Holding, L.L.C. on April 26, 2017) 10.42 Thirteenth Amendment to Receivables Sale Agreement, dated as of May 31, 2017 between Synchrony Bank (formerly known as GE Capital Retail Bank) and RFS Holding, L.L.C. (incorporated by reference to Exhibit 4.1 of the current report on Form 8-K filed by Synchrony Credit Card Master Note Trust and RFS Holding, L.L.C. on June 2, 2017) 10.43 Designation of Removed Accounts and Fourteenth Amendment to Receivables Sale Agreement, dated as of October 11, 2019, between Synchrony Bank (formerly known as GE Capital Retail Bank) and RFS Holding, L.L.C. (incorporated by reference to Exhibit 4.2 of the current report on Form 8-K filed by Synchrony Credit Card Master Note Trust and RFS Holding, L.L.C. on October 15, 2019) 10.44 Fifteenth Amendment to Receivables Sale Agreement, dated as of March 16, 2021, between Synchrony Bank (formerly known as GE Capital Retail Bank) and RFS Holding, L.L.C. (incorporated by reference to Exhibit 4.1 of the current report on Form 8-K filed by Synchrony Credit Card Master Note Trust and RFS Holding, L.L.C. on March 17, 2021) 10.45 Designation of Removed Accounts and Sixteenth Amendment to Receivables Sale Agreement, dated as of June 17, 2022, between Synchrony Bank (formerly known as GE Capital Retail Bank) and RFS Holding, L.L.C. (incorporated by reference to Exhibit 4.2 of the current report on Form 8-K filed by Synchrony Credit Card Master Note Trust and RFS Holding, L.L.C. on June 21, 2022) 10.46 Transfer Agreement, dated as of September 25, 2003, between RFS Holding, L.L.C. and Synchrony Credit Card Master Note Trust (incorporated by reference to Exhibit 4.12 of Amendment No. 1 to Form S-3 Registration Statement filed by Synchrony Credit Card Master Note Trust and RFS Holding, L.L.C. on May 20, 2004 (No. 333-107495, 333-107495-01 and 333-107495-02)) 10.47 Second Amendment to Transfer Agreement, dated as of June 17, 2004, between RFS Holding, L.L.C. and Synchrony Credit Card Master Note Trust (incorporated by reference to Exhibit 4.3 of the current report on Form 8-K filed by Synchrony Credit Card Master Note Trust and RFS Holding, L.L.C. on July 2, 2004) 10.48 Third Amendment to Transfer Agreement, dated as of November 21, 2004, between RFS Holding, L.L.C. and Synchrony Credit Card Master Note Trust (incorporated by reference to Exhibit 4.1 of the current report on Form 8-K filed by Synchrony Credit Card Master Note Trust and RFS Holding, L.L.C. on November 24, 2004) 10.49 Fourth Amendment to Transfer Agreement, dated as of August 31, 2006, between RFS Holding, L.L.C. and Synchrony Credit Card Master Note Trust (incorporated by reference to Exhibit 4.2 of the current report on Form 8-K filed by Synchrony Credit Card Master Note Trust and RFS Holding, L.L.C. on September 5, 2006) 10.50 Fifth Amendment to Transfer Agreement, dated as of December 21, 2006, between RFS Holding, L.L.C. and Synchrony Credit Card Master Note Trust (incorporated by reference to Exhibit 4.2 of the current report on Form 8-K filed by Synchrony Credit Card Master Note Trust and RFS Holding, L.L.C. on December 21, 2006) 10.51 Sixth Amendment to Transfer Agreement, dated as of May 21, 2008, between RFS Holding, L.L.C. and Synchrony Credit Card Master Note Trust (incorporated by reference to Exhibit 4.4 of the current report on Form 8-K filed by Synchrony Credit Card Master Note Trust and RFS Holding, L.L.C. on May 28, 2008) 159 159 159 10.52Reassignment of Receivables in Removed Accounts and Seventh Amendment to Transfer Agreement, dated as of December 29, 2008, between RFS Holding, L.L.C. and Synchrony Credit Card Master Note Trust (incorporated by reference to Exhibit 4.2 of the current report on Form 8-K filed by Synchrony Credit Card Master Note Trust and RFS Holding, L.L.C. on December 30, 2008)10.53Reassignment No. 4 of Receivables in Removed Accounts and Eighth Amendment to Transfer Agreement, dated as of February 26, 2009, between RFS Holding, L.L.C. and Synchrony Credit Card Master Note Trust (incorporated by reference to Exhibit 4.2 of the current report on Form 8-K filed by Synchrony Credit Card Master Note Trust and RFS Holding, L.L.C. on February 26, 2009)10.54Ninth Amendment to Transfer Agreement, dated as of March 31, 2010, between RFS Holding, L.L.C. and Synchrony Credit Card Master Note Trust (incorporated by reference to Exhibit 4.2 of the current report on Form 8-K filed by Synchrony Credit Card Master Note Trust and RFS Holding, L.L.C. on March 31, 2010)10.55Tenth Amendment to Transfer Agreement, dated as of March 20, 2012, between RFS Holding, L.L.C. and Synchrony Credit Card Master Note Trust (incorporated by reference to Exhibit 4.2 of the current report on Form 8-K filed by Synchrony Credit Card Master Note Trust and RFS Holding, L.L.C. on March 21, 2012)10.56Eleventh Amendment to Transfer Agreement, dated as of March 3, 2016, between RFS Holding, L.L.C. and Synchrony Credit Card Master Note Trust (incorporated by reference to Exhibit 4.2 of the current report on Form 8-K filed by Synchrony Credit Card Master Note Trust and RFS Holding, L.L.C. on March 7, 2016)10.57Twelfth Amendment to Transfer Agreement, dated as of February 23, 2017, between RFS Holding, L.L.C. and Synchrony Credit Card Master Note Trust (incorporated by reference to Exhibit 4.1 of the current report on Form 8-K filed by Synchrony Credit Card Master Note Trust and RFS Holding, L.L.C. on February 28, 2017)10.58Thirteenth Amendment to Transfer Agreement, dated as of April 21, 2017, between RFS Holding, L.L.C. and Synchrony Credit Card Master Note Trust (incorporated by reference to Exhibit 4.2 of the current report on Form 8-K filed by Synchrony Credit Card Master Note Trust and RFS Holding, L.L.C. on April 26, 2017)10.59Fourteenth Amendment to Transfer Agreement, dated as of March 16, 2021, between RFS Holding, L.L.C. and Synchrony Credit Card Master Note Trust (incorporated by reference to Exhibit 4.2 of the current report on Form 8-K filed by Synchrony Credit Card Master Note Trust and RFS Holding, L.L.C. on March 17, 2021)10.60Servicing Agreement, dated as of June 27, 2003, by and among RFS Funding Trust Synchrony Credit Card Master Note Trust and General Electric Capital Corporation, successor to GE Capital Retail Bank (formerly known as Monogram Credit Card Bank of Georgia) (incorporated by reference to Exhibit 4.13 of Amendment No. 1 to Form S-3 Registration Statement filed by Synchrony Credit Card Master Note Trust and RFS Holding, L.L.C. on May 20, 2004 (No. 333-107495, 333-107495-01 and 333-107495-02))10.61Servicing Assumption Agreement, dated as of February 7, 2005, by GE Capital Retail Bank (formerly known as GE Money Bank) (incorporated by reference to Exhibit 4.1 of the current report on Form 8-K filed by Synchrony Credit Card Master Note Trust and RFS Holding, L.L.C. on February 11, 2005)10.62First Amendment to Servicing Agreement, dated as of May 22, 2006, between Synchrony Credit Card Master Note Trust and GE Capital Retail Bank (formerly known as GE Money Bank) (incorporated by reference to Exhibit 4.1 of the current report on Form 8-K filed by Synchrony Credit Card Master Note Trust and RFS Holding, L.L.C. on May 25, 2006)10.63Second Amendment to Servicing Agreement, dated as of June 28, 2007, between Synchrony Credit Card Master Note Trust and GE Capital Retail Bank (formerly known as GE Money Bank) (incorporated by reference to Exhibit 4.1 of the current report on Form 8-K filed by Synchrony Credit Card Master Note Trust and RFS Holding, L.L.C. on June 28, 2007)10.64Instrument of Resignation, Appointment and Acceptance and Third Amendment to Servicing Agreement, dated as of May 22, 2008, by and among Synchrony Credit Card Master Note Trust, GE Capital Retail Bank (formerly known as GE Money Bank) and General Electric Capital Corporation (incorporated by reference to Exhibit 4.3 of the current report on Form 8-K filed by Synchrony Credit Card Master Note Trust and RFS Holding, L.L.C. on May 28, 2008)10.65Fourth Amendment to Servicing Agreement, dated as of July 16, 2014, between Synchrony Credit Card Master Note Trust and General Electric Capital Corporation (incorporated by reference to Exhibit 4.14 of the current report on Form 8-K filed by Synchrony Credit Card Master Note Trust and RFS Holding, L.L.C. on July 16, 2014)10.66Fifth Amendment to Servicing Agreement, dated as of November 24, 2015, between Synchrony Credit Card Master Note Trust and General Electric Capital Corporation (incorporated by reference to Exhibit 4.2 of the current report on Form 8-K filed by Synchrony Credit Card Master Note Trust and RFS Holding, L.L.C. on November 25, 2015)10.67Sixth Amendment to Servicing Agreement, dated as of April 21, 2017, between Synchrony Credit Card Master Note Trust and Synchrony Financial (incorporated by reference to Exhibit 4.3 of the current report on Form 8-K filed by Synchrony Credit Card Master Note Trust and RFS Holding, L.L.C. on April 26, 2017) 10.52 Reassignment of Receivables in Removed Accounts and Seventh Amendment to Transfer Agreement, dated as of December 29, 2008, between RFS Holding, L.L.C. and Synchrony Credit Card Master Note Trust (incorporated by reference to Exhibit 4.2 of the current report on Form 8-K filed by Synchrony Credit Card Master Note Trust and RFS Holding, L.L.C. on December 30, 2008) 10.53 Reassignment No. 4 of Receivables in Removed Accounts and Eighth Amendment to Transfer Agreement, dated as of February 26, 2009, between RFS Holding, L.L.C. and Synchrony Credit Card Master Note Trust (incorporated by reference to Exhibit 4.2 of the current report on Form 8-K filed by Synchrony Credit Card Master Note Trust and RFS Holding, L.L.C. on February 26, 2009) 10.54 Ninth Amendment to Transfer Agreement, dated as of March 31, 2010, between RFS Holding, L.L.C. and Synchrony Credit Card Master Note Trust (incorporated by reference to Exhibit 4.2 of the current report on Form 8-K filed by Synchrony Credit Card Master Note Trust and RFS Holding, L.L.C. on March 31, 2010) 10.55 Tenth Amendment to Transfer Agreement, dated as of March 20, 2012, between RFS Holding, L.L.C. and Synchrony Credit Card Master Note Trust (incorporated by reference to Exhibit 4.2 of the current report on Form 8-K filed by Synchrony Credit Card Master Note Trust and RFS Holding, L.L.C. on March 21, 2012) 10.56 Eleventh Amendment to Transfer Agreement, dated as of March 3, 2016, between RFS Holding, L.L.C. and Synchrony Credit Card Master Note Trust (incorporated by reference to Exhibit 4.2 of the current report on Form 8-K filed by Synchrony Credit Card Master Note Trust and RFS Holding, L.L.C. on March 7, 2016) 10.57 Twelfth Amendment to Transfer Agreement, dated as of February 23, 2017, between RFS Holding, L.L.C. and Synchrony Credit Card Master Note Trust (incorporated by reference to Exhibit 4.1 of the current report on Form 8-K filed by Synchrony Credit Card Master Note Trust and RFS Holding, L.L.C. on February 28, 2017) 10.58 Thirteenth Amendment to Transfer Agreement, dated as of April 21, 2017, between RFS Holding, L.L.C. and Synchrony Credit Card Master Note Trust (incorporated by reference to Exhibit 4.2 of the current report on Form 8-K filed by Synchrony Credit Card Master Note Trust and RFS Holding, L.L.C. on April 26, 2017) 10.59 Fourteenth Amendment to Transfer Agreement, dated as of March 16, 2021, between RFS Holding, L.L.C. and Synchrony Credit Card Master Note Trust (incorporated by reference to Exhibit 4.2 of the current report on Form 8-K filed by Synchrony Credit Card Master Note Trust and RFS Holding, L.L.C. on March 17, 2021) 10.60 Servicing Agreement, dated as of June 27, 2003, by and among RFS Funding Trust Synchrony Credit Card Master Note Trust and General Electric Capital Corporation, successor to GE Capital Retail Bank (formerly known as Monogram Credit Card Bank of Georgia) (incorporated by reference to Exhibit 4.13 of Amendment No. 1 to Form S-3 Registration Statement filed by Synchrony Credit Card Master Note Trust and RFS Holding, L.L.C. on May 20, 2004 (No. 333-107495, 333-107495-01 and 333-107495-02)) 10.61 Servicing Assumption Agreement, dated as of February 7, 2005, by GE Capital Retail Bank (formerly known as GE Money Bank) (incorporated by reference to Exhibit 4.1 of the current report on Form 8-K filed by Synchrony Credit Card Master Note Trust and RFS Holding, L.L.C. on February 11, 2005) 10.62 First Amendment to Servicing Agreement, dated as of May 22, 2006, between Synchrony Credit Card Master Note Trust and GE Capital Retail Bank (formerly known as GE Money Bank) (incorporated by reference to Exhibit 4.1 of the current report on Form 8-K filed by Synchrony Credit Card Master Note Trust and RFS Holding, L.L.C. on May 25, 2006) 10.63 Second Amendment to Servicing Agreement, dated as of June 28, 2007, between Synchrony Credit Card Master Note Trust and GE Capital Retail Bank (formerly known as GE Money Bank) (incorporated by reference to Exhibit 4.1 of the current report on Form 8-K filed by Synchrony Credit Card Master Note Trust and RFS Holding, L.L.C. on June 28, 2007) 10.64 Instrument of Resignation, Appointment and Acceptance and Third Amendment to Servicing Agreement, dated as of May 22, 2008, by and among Synchrony Credit Card Master Note Trust, GE Capital Retail Bank (formerly known as GE Money Bank) and General Electric Capital Corporation (incorporated by reference to Exhibit 4.3 of the current report on Form 8-K filed by Synchrony Credit Card Master Note Trust and RFS Holding, L.L.C. on May 28, 2008) 10.65 Fourth Amendment to Servicing Agreement, dated as of July 16, 2014, between Synchrony Credit Card Master Note Trust and General Electric Capital Corporation (incorporated by reference to Exhibit 4.14 of the current report on Form 8-K filed by Synchrony Credit Card Master Note Trust and RFS Holding, L.L.C. on July 16, 2014) 10.66 Fifth Amendment to Servicing Agreement, dated as of November 24, 2015, between Synchrony Credit Card Master Note Trust and General Electric Capital Corporation (incorporated by reference to Exhibit 4.2 of the current report on Form 8-K filed by Synchrony Credit Card Master Note Trust and RFS Holding, L.L.C. on November 25, 2015) 10.67 Sixth Amendment to Servicing Agreement, dated as of April 21, 2017, between Synchrony Credit Card Master Note Trust and Synchrony Financial (incorporated by reference to Exhibit 4.3 of the current report on Form 8-K filed by Synchrony Credit Card Master Note Trust and RFS Holding, L.L.C. on April 26, 2017) 160 160 160 10.68Instrument of Resignation, Appointment and Acceptance, dated as of December 2, 2015, by and among Synchrony Credit Card Master Note Trust, General Electric Capital LLC and Synchrony Financial (incorporated by reference to Exhibit 4.1 of the current report on Form 8-K filed by Synchrony Credit Card Master Note Trust and RFS Holding, L.L.C. on December 4, 2015)10.69Administration Agreement, dated as of September 25, 2003, among Synchrony Credit Card Master Note Trust, General Electric Capital Corporation, as Administrator, and The Bank of New York (Delaware), not in its individual capacity but solely as Trustee (incorporated by reference to Exhibit 4.14 of Amendment No. 1 to Form S-3 Registration Statement filed on May 20, 2004 (No. 333-107495, 333-107495-01 and 333-107495-02))10.70Asset Representations Review Agreement, dated as of March 4, 2016, among Synchrony Bank, RFS Holding, L.L.C., Synchrony Credit Card Master Note Trust, Synchrony Financial and Clayton Fixed Income Services LLC (incorporated by reference to Exhibit 4.4 of the current report on Form 8-K filed by Synchrony Credit Card Master Note Trust and RFS Holding, L.L.C. on March 7, 2016)10.71First Amendment to Administration Agreement, dated as of May 4, 2009, between Synchrony Credit Card Master Note Trust and General Electric Capital Corporation (incorporated by reference to Exhibit 4.1 of the current report on Form 8-K filed by Synchrony Credit Card Master Note Trust and RFS Holding, L.L.C. on May 6, 2009)10.72Instrument of Resignation, Appointment and Acceptance, dated as of July 16, 2014, by and among GE Capital Credit Card Master Note Trust, BNY Mellon Trust of Delaware and General Electric Capital Corporation (incorporated by reference to Exhibit 4.13 of the current report on Form 8-K filed by Synchrony Credit Card Master Note Trust and RFS Holding, L.L.C. on July 16, 2014)10.73Master Indenture, dated as of February 29, 2012, between GE Sales Finance Master Trust and Deutsche Bank Trust Company Americas (incorporated by reference to Exhibit 10.55 of Amendment No. 1 to Form S-1 Registration Statement filed by Synchrony Financial on April 25, 2014 (No. 333-194528))10.74Supplement No. 1 to Master Indenture, dated as of September 19, 2012, between GE Sales Finance Master Trust and Deutsche Bank Trust Company Americas (incorporated by reference to Exhibit 10.56 of Amendment No. 1 to Form S-1 Registration Statement filed by Synchrony Financial on April 25, 2014 (No. 333-194528))10.75Supplement No. 2 to Master Indenture, dated as of March 21, 2014, between GE Sales Finance Master Trust and Deutsche Bank Trust Company Americas (incorporated by reference to Exhibit 10.57 of Amendment No. 1 to Form S-1 Registration Statement filed by Synchrony Financial on April 25, 2014 (No. 333-194528))10.76Form of Indenture Supplement, between GE Sales Finance Master Trust and Deutsche Bank Trust Company Americas (incorporated by reference to Exhibit 10.58 of Amendment No. 1 to Form S-1 Registration Statement filed by Synchrony Financial on August 1, 2014 (333-197244))10.77Form of Loan Agreement, among GE Sales Finance Master Trust, the Lenders party thereto from time to time, and the Lender Group Agents for the Lender Groups party thereto from time to time (incorporated by reference to Exhibit 10.59 of Amendment No. 1 to Form S-1 Registration Statement filed by Synchrony Financial on August 1, 2014 (333-197244))10.78Amended and Restated Trust Agreement of GE Sales Finance Master Trust, dated as of February 29, 2012, between GE Sales Finance Holding, L.L.C. and BNY Mellon Trust of Delaware (incorporated by reference to Exhibit 10.60 of Amendment No. 1 to Form S-1 Registration Statement filed by Synchrony Financial on April 25, 2014 (No. 333-194528))10.79Amended and Restated Receivables Participation Agreement, dated as of February 29, 2012, between GE Capital Retail Bank and GEMB Lending Inc. (incorporated by reference to Exhibit 10.61 of Amendment No. 1 to Form S-1 Registration Statement filed by Synchrony Financial on April 25, 2014 (No. 333-194528))10.80First Amendment to Amended and Restated Receivables Participation Agreement, dated as of August 17, 2012, between GE Capital Retail Bank and GEMB Lending Inc. (incorporated by reference to Exhibit 10.62 of Amendment No. 1 to Form S-1 Registration Statement filed by Synchrony Financial on April 25, 2014 (No. 333-194528))10.81Second Amendment to Amended and Restated Receivables Participation Agreement, dated as of August 5, 2013, between GE Capital Retail Bank and GEMB Lending Inc. (incorporated by reference to Exhibit 10.63 of Amendment No. 1 to Form S-1 Registration Statement filed by Synchrony Financial on April 25, 2014 (No. 333-194528))10.82Participation Interest Sale Agreement, dated as of February 29, 2012, between GEMB Lending Inc. and GE Sales Finance Holding, L.L.C. (incorporated by reference to Exhibit 10.64 of Amendment No. 1 to Form S-1 Registration Statement filed by Synchrony Financial on April 25, 2014 (No. 333-194528))10.83First Amendment to Participation Interest Sale Agreement, dated as of September 19, 2012, between GEMB Lending Inc. and GE Sales Finance Holding, L.L.C. (incorporated by reference to Exhibit 10.65 of Amendment No. 1 to Form S-1 Registration Statement filed by Synchrony Financial on April 25, 2014 (No. 333-194528)) 10.68 Instrument of Resignation, Appointment and Acceptance, dated as of December 2, 2015, by and among Synchrony Credit Card Master Note Trust, General Electric Capital LLC and Synchrony Financial (incorporated by reference to Exhibit 4.1 of the current report on Form 8-K filed by Synchrony Credit Card Master Note Trust and RFS Holding, L.L.C. on December 4, 2015) 10.69 Administration Agreement, dated as of September 25, 2003, among Synchrony Credit Card Master Note Trust, General Electric Capital Corporation, as Administrator, and The Bank of New York (Delaware), not in its individual capacity but solely as Trustee (incorporated by reference to Exhibit 4.14 of Amendment No. 1 to Form S-3 Registration Statement filed on May 20, 2004 (No. 333-107495, 333-107495-01 and 333-107495-02)) 10.70 Asset Representations Review Agreement, dated as of March 4, 2016, among Synchrony Bank, RFS Holding, L.L.C., Synchrony Credit Card Master Note Trust, Synchrony Financial and Clayton Fixed Income Services LLC (incorporated by reference to Exhibit 4.4 of the current report on Form 8-K filed by Synchrony Credit Card Master Note Trust and RFS Holding, L.L.C. on March 7, 2016) 10.71 First Amendment to Administration Agreement, dated as of May 4, 2009, between Synchrony Credit Card Master Note Trust and General Electric Capital Corporation (incorporated by reference to Exhibit 4.1 of the current report on Form 8-K filed by Synchrony Credit Card Master Note Trust and RFS Holding, L.L.C. on May 6, 2009) 10.72 Instrument of Resignation, Appointment and Acceptance, dated as of July 16, 2014, by and among GE Capital Credit Card Master Note Trust, BNY Mellon Trust of Delaware and General Electric Capital Corporation (incorporated by reference to Exhibit 4.13 of the current report on Form 8-K filed by Synchrony Credit Card Master Note Trust and RFS Holding, L.L.C. on July 16, 2014) 10.73 Master Indenture, dated as of February 29, 2012, between GE Sales Finance Master Trust and Deutsche Bank Trust Company Americas (incorporated by reference to Exhibit 10.55 of Amendment No. 1 to Form S-1 Registration Statement filed by Synchrony Financial on April 25, 2014 (No. 333-194528)) 10.74 Supplement No. 1 to Master Indenture, dated as of September 19, 2012, between GE Sales Finance Master Trust and Deutsche Bank Trust Company Americas (incorporated by reference to Exhibit 10.56 of Amendment No. 1 to Form S-1 Registration Statement filed by Synchrony Financial on April 25, 2014 (No. 333-194528)) 10.75 Supplement No. 2 to Master Indenture, dated as of March 21, 2014, between GE Sales Finance Master Trust and Deutsche Bank Trust Company Americas (incorporated by reference to Exhibit 10.57 of Amendment No. 1 to Form S-1 Registration Statement filed by Synchrony Financial on April 25, 2014 (No. 333-194528)) 10.76 Form of Indenture Supplement, between GE Sales Finance Master Trust and Deutsche Bank Trust Company Americas (incorporated by reference to Exhibit 10.58 of Amendment No. 1 to Form S-1 Registration Statement filed by Synchrony Financial on August 1, 2014 (333-197244)) 10.77 Form of Loan Agreement, among GE Sales Finance Master Trust, the Lenders party thereto from time to time, and the Lender Group Agents for the Lender Groups party thereto from time to time (incorporated by reference to Exhibit 10.59 of Amendment No. 1 to Form S-1 Registration Statement filed by Synchrony Financial on August 1, 2014 (333-197244)) 10.78 Amended and Restated Trust Agreement of GE Sales Finance Master Trust, dated as of February 29, 2012, between GE Sales Finance Holding, L.L.C. and BNY Mellon Trust of Delaware (incorporated by reference to Exhibit 10.60 of Amendment No. 1 to Form S-1 Registration Statement filed by Synchrony Financial on April 25, 2014 (No. 333-194528)) 10.79 Amended and Restated Receivables Participation Agreement, dated as of February 29, 2012, between GE Capital Retail Bank and GEMB Lending Inc. (incorporated by reference to Exhibit 10.61 of Amendment No. 1 to Form S-1 Registration Statement filed by Synchrony Financial on April 25, 2014 (No. 333-194528)) 10.80 First Amendment to Amended and Restated Receivables Participation Agreement, dated as of August 17, 2012, between GE Capital Retail Bank and GEMB Lending Inc. (incorporated by reference to Exhibit 10.62 of Amendment No. 1 to Form S-1 Registration Statement filed by Synchrony Financial on April 25, 2014 (No. 333-194528)) 10.81 Second Amendment to Amended and Restated Receivables Participation Agreement, dated as of August 5, 2013, between GE Capital Retail Bank and GEMB Lending Inc. (incorporated by reference to Exhibit 10.63 of Amendment No. 1 to Form S-1 Registration Statement filed by Synchrony Financial on April 25, 2014 (No. 333-194528)) 10.82 Participation Interest Sale Agreement, dated as of February 29, 2012, between GEMB Lending Inc. and GE Sales Finance Holding, L.L.C. (incorporated by reference to Exhibit 10.64 of Amendment No. 1 to Form S-1 Registration Statement filed by Synchrony Financial on April 25, 2014 (No. 333-194528)) 10.83 First Amendment to Participation Interest Sale Agreement, dated as of September 19, 2012, between GEMB Lending Inc. and GE Sales Finance Holding, L.L.C. (incorporated by reference to Exhibit 10.65 of Amendment No. 1 to Form S-1 Registration Statement filed by Synchrony Financial on April 25, 2014 (No. 333-194528)) 161 161 161 10.84Second Amendment to Participation Interest Sale Agreement, dated as of March 21, 2014, between GEMB Lending Inc. and GE Sales Finance Holding, L.L.C. (incorporated by reference to Exhibit 10.66 of Amendment No. 1 to Form S-1 Registration Statement filed by Synchrony Financial on April 25, 2014 (No. 333-194528))10.85Transfer Agreement, dated as of February 29, 2012, between GE Sales Finance Holding, L.L.C. and GE Sales Finance Master Trust (incorporated by reference to Exhibit 10.67 of Amendment No. 1 to Form S-1 Registration Statement filed by Synchrony Financial on April 25, 2014 (No. 333-194528))10.86First Amendment to Transfer Agreement, dated as of September 19, 2012, between GE Sales Finance Holding, L.L.C. and GE Sales Finance Master Trust (incorporated by reference to Exhibit 10.68 of Amendment No. 1 to Form S-1 Registration Statement filed by Synchrony Financial on April 25, 2014 (No. 333-194528))10.87Second Amendment to Transfer Agreement, dated as of March 21, 2014, between GE Sales Finance Holding, L.L.C. and GE Sales Finance Master Trust (incorporated by reference to Exhibit 10.69 of Amendment No. 1 to Form S-1 Registration Statement filed by Synchrony Financial on April 25, 2014 (No. 333-194528))10.88Servicing Agreement, dated as of February 29, 2012, between GE Capital Retail Bank and GE Sales Finance Master Trust (incorporated by reference to Exhibit 10.70 of Amendment No. 1 to Form S-1 Registration Statement filed by Synchrony Financial on April 25, 2014 (No. 333-194528))10.89Administration Agreement, dated as of February 29, 2012, between GE Sales Finance Master Trust and GE Capital Retail Bank (incorporated by reference to Exhibit 10.71 of Amendment No. 1 to Form S-1 Registration Statement filed by Synchrony Financial on April 25, 2014 (No. 333-194528))10.90+General Electric Supplementary Pension Plan, as amended effective January 1, 2011 (incorporated by reference to Exhibit 10(g) of the annual report on Form 10-K filed by General Electric Company on February 25, 2011)10.91+Form of Indemnification Agreement for directors, executive officers and key employees (incorporated by reference to Exhibit 10.89 of Amendment No. 1 to Form S-1 Registration Statement filed by Synchrony Financial on August 1, 2014 (333-197244))10.92+Synchrony Financial Non-Employee Director Deferred Compensation Plan (incorporated by reference to Exhibit 10.91 of Amendment No. 5 to Form S-1 Registration Statement filed by Synchrony Financial on July 18, 2014 (No. 33-194528))10.93+Form of Synchrony Financial Deferred Compensation Plan (incorporated by reference to Exhibit 10.1 to Form 8-K filed by Synchrony Financial on September 22, 2014)10.94+First Amendment to the Synchrony Financial Deferred Compensation Plan (incorporated by reference to Exhibit 10.109 to 2014 Annual Report on Form 10-K filed by Synchrony Financial on February 23, 2015)10.95+Form of Restricted Stock Unit and Non-Qualified Stock Option Award (incorporated by reference to Exhibit 10.2 to Form 8-K filed by Synchrony Financial on September 22, 2014)10.96+Form of Synchrony Financial Amended and Restated Annual Incentive Plan (incorporated by reference to Exhibit 10.1 to Form 10-Q filed by Synchrony Financial on October 21, 2021)10.97+Form of Synchrony Financial Amended and Restated Restoration Plan (incorporated by reference to Exhibit 10.3 to Form 10-Q filed by Synchrony Financial on July 28, 2017)10.98+Form of Synchrony Financial Change in Control Severance Plan (incorporated by reference to Exhibit 10.3 to Form 8-K filed by Synchrony Financial on May 27, 2015)10.99+Synchrony Financial Amended and Restated 2014 Long-Term Incentive Plan (incorporated by reference to Exhibit 10.2 to Form 10-Q filed by Synchrony Financial on October 21, 2021)10.100†Services Agreement, dated March 29, 2022, between Retail Finance Servicing, LLC and Fiserv Solutions, LLC (incorporated by reference to Exhibit 10.1 of the current report on Form 8-K filed by Synchrony Financial on April 4, 2022)10.101Letter, dated as of October 19, 2015, delivered by General Electric Capital Corporation and acknowledged and agreed to by General Electric Company and Synchrony Financial(incorporated by reference to Exhibit 10.116 of Form S-4 Registration Statement filed by Synchrony Financial on October 19, 2015 (No. 333-207479))10.102+Amended and Restated form of agreement for awards of Restricted Stock Units and Non-Qualified Stock Options under Synchrony 2014 Long-Term Incentive Plan (incorporated by reference to Exhibit 10.1 to Form 10-Q filed by Synchrony Financial on April 26, 2018)10.103+Amended and Restated form of agreement for awards of Performance Share Units under Synchrony 2014 Long-Term Incentive Plan (incorporated by reference to Exhibit 10.2 to Form 10-Q filed by Synchrony Financial on April 26, 2018)10.104+Form of agreement for awards of Restricted Stock Units under Synchrony 2014 Long-Term Incentive Plan to directors of Synchrony Financial (incorporated by reference to Exhibit 10.3 to Form 10-Q filed by Synchrony Financial on April 26, 2018) 10.84 Second Amendment to Participation Interest Sale Agreement, dated as of March 21, 2014, between GEMB Lending Inc. and GE Sales Finance Holding, L.L.C. (incorporated by reference to Exhibit 10.66 of Amendment No. 1 to Form S-1 Registration Statement filed by Synchrony Financial on April 25, 2014 (No. 333-194528)) 10.85 Transfer Agreement, dated as of February 29, 2012, between GE Sales Finance Holding, L.L.C. and GE Sales Finance Master Trust (incorporated by reference to Exhibit 10.67 of Amendment No. 1 to Form S-1 Registration Statement filed by Synchrony Financial on April 25, 2014 (No. 333-194528)) 10.86 First Amendment to Transfer Agreement, dated as of September 19, 2012, between GE Sales Finance Holding, L.L.C. and GE Sales Finance Master Trust (incorporated by reference to Exhibit 10.68 of Amendment No. 1 to Form S-1 Registration Statement filed by Synchrony Financial on April 25, 2014 (No. 333-194528)) 10.87 Second Amendment to Transfer Agreement, dated as of March 21, 2014, between GE Sales Finance Holding, L.L.C. and GE Sales Finance Master Trust (incorporated by reference to Exhibit 10.69 of Amendment No. 1 to Form S-1 Registration Statement filed by Synchrony Financial on April 25, 2014 (No. 333-194528)) 10.88 Servicing Agreement, dated as of February 29, 2012, between GE Capital Retail Bank and GE Sales Finance Master Trust (incorporated by reference to Exhibit 10.70 of Amendment No. 1 to Form S-1 Registration Statement filed by Synchrony Financial on April 25, 2014 (No. 333-194528)) 10.89 Administration Agreement, dated as of February 29, 2012, between GE Sales Finance Master Trust and GE Capital Retail Bank (incorporated by reference to Exhibit 10.71 of Amendment No. 1 to Form S-1 Registration Statement filed by Synchrony Financial on April 25, 2014 (No. 333-194528)) 10.90+ General Electric Supplementary Pension Plan, as amended effective January 1, 2011 (incorporated by reference to Exhibit 10(g) of the annual report on Form 10-K filed by General Electric Company on February 25, 2011) 10.91+ Form of Indemnification Agreement for directors, executive officers and key employees (incorporated by reference to Exhibit 10.89 of Amendment No. 1 to Form S-1 Registration Statement filed by Synchrony Financial on August 1, 2014 (333-197244)) 10.92+ Synchrony Financial Non-Employee Director Deferred Compensation Plan (incorporated by reference to Exhibit 10.91 of Amendment No. 5 to Form S-1 Registration Statement filed by Synchrony Financial on July 18, 2014 (No. 33-194528)) 10.93+ Form of Synchrony Financial Deferred Compensation Plan (incorporated by reference to Exhibit 10.1 to Form 8-K filed by Synchrony Financial on September 22, 2014) 10.94+ First Amendment to the Synchrony Financial Deferred Compensation Plan (incorporated by reference to Exhibit 10.109 to 2014 Annual Report on Form 10-K filed by Synchrony Financial on February 23, 2015) 10.95+ Form of Restricted Stock Unit and Non-Qualified Stock Option Award (incorporated by reference to Exhibit 10.2 to Form 8-K filed by Synchrony Financial on September 22, 2014) 10.96+ Form of Synchrony Financial Amended and Restated Annual Incentive Plan (incorporated by reference to Exhibit 10.1 to Form 10-Q filed by Synchrony Financial on October 21, 2021) 10.97+ Form of Synchrony Financial Amended and Restated Restoration Plan (incorporated by reference to Exhibit 10.3 to Form 10-Q filed by Synchrony Financial on July 28, 2017) 10.98+ Form of Synchrony Financial Change in Control Severance Plan (incorporated by reference to Exhibit 10.3 to Form 8-K filed by Synchrony Financial on May 27, 2015) 10.99+ Synchrony Financial Amended and Restated 2014 Long-Term Incentive Plan (incorporated by reference to Exhibit 10.2 to Form 10-Q filed by Synchrony Financial on October 21, 2021) 10.100† Services Agreement, dated March 29, 2022, between Retail Finance Servicing, LLC and Fiserv Solutions, LLC (incorporated by reference to Exhibit 10.1 of the current report on Form 8-K filed by Synchrony Financial on April 4, 2022) 10.101 Letter, dated as of October 19, 2015, delivered by General Electric Capital Corporation and acknowledged and agreed to by General Electric Company and Synchrony Financial(incorporated by reference to Exhibit 10.116 of Form S-4 Registration Statement filed by Synchrony Financial on October 19, 2015 (No. 333-207479)) 10.102+ Amended and Restated form of agreement for awards of Restricted Stock Units and Non-Qualified Stock Options under Synchrony 2014 Long-Term Incentive Plan (incorporated by reference to Exhibit 10.1 to Form 10-Q filed by Synchrony Financial on April 26, 2018) 10.103+ Amended and Restated form of agreement for awards of Performance Share Units under Synchrony 2014 Long-Term Incentive Plan (incorporated by reference to Exhibit 10.2 to Form 10-Q filed by Synchrony Financial on April 26, 2018) 10.104+ Form of agreement for awards of Restricted Stock Units under Synchrony 2014 Long-Term Incentive Plan to directors of Synchrony Financial (incorporated by reference to Exhibit 10.3 to Form 10-Q filed by Synchrony Financial on April 26, 2018) --- ## No Match in Current: COVID-19 has had, and any future outbreaks, epidemics, pandemics or public health crises are likely to have, a material adverse impact on our results of operations and financial condition and heighten many of our known risks. *This section from the 2023 filing does not have a high-confidence textual match in 2024. It may have been removed, merged, or substantially reworded.* Over the past two years, the global pandemic of COVID-19 and economic effects of preventative measures taken across the United States and worldwide have weighed on the macroeconomic environment, negatively impacting consumer confidence, unemployment and other economic indicators that contribute to consumer spending and payment behavior and demand for credit. As discussed above with regard to material adverse effects of macroeconomic conditions, such economic conditions reduce the usage of our credit cards and other financing products and the average purchase amount of transactions on our credit cards and through our other products, which, in each case, reduces our interest and fee income. The extent of the continuing impact of COVID-19 and any future outbreaks, epidemics, pandemics or other public health crises on our business, results of operations and financial condition will depend on future developments, which are highly uncertain and are difficult to predict, including, but not limited to, the nature and duration of such public health crisis, its severity, the actions to contain the public health crisis or address its impact, and how quickly and to what extent normal economic and operating conditions can resume. In addition, the COVID-19 pandemic and its ongoing effects caused us to modify our business practices (including restricting employee travel and transitioning nearly all of our employees to working from home), and we may take further actions as may be required by government authorities or as we determine are in the best interests of our employees, partners and customers. Any future outbreaks, epidemics, pandemics or other public health crises may further adversely impact our workforce and operations and the operations of our partners, customers, suppliers and third-party vendors during the pendency of such public health crises, and even after any such crises have subsided. In particular, we may experience financial losses due to a number of operational factors, including: •continued store closures by partners or if one or more partners becomes subject to a bankruptcy proceeding; •third-party disruptions, including potential outages at third-party operated call centers and other suppliers; •disruptions to global supply chains as a result of outbreaks and/or restrictive actions internationally, resulting in adverse impacts to our partners' sales volume •increased cyber and payment fraud risk related to COVID-19, or any future outbreaks, epidemics, pandemics or other public health crises, as cybercriminals attempt to profit from the disruption, given increased online banking, e-commerce and other online activity; •challenges to the availability and reliability of our network due to changes to normal operations, including the possibility of one or more clusters of cases affecting our employees or affecting the systems or employees of our partners or the ability of our partners to maintain sufficient staffing levels; and •an increased volume of unanticipated customer and regulatory requests for information and support, or additional regulatory requirements, which could require additional resources and costs to address, including, for example, government initiatives to reduce or eliminate payments costs. Even as the primary effects of the COVID-19 pandemic have subsided, the uneven recovery since 2020 has adversely affected, continues to adversely affect, and we expect may continue to adversely affect, our business in a variety of ways, including the virus's economic impact, and social and behavioral impact, including the contributory impact to the availability and cost of funding and any recession that has occurred or may occur in the future. In addition, as the global impact of the COVID-19 pandemic disrupted the operations of our customers, partners, and suppliers, as noted above, there have been, and there may continue to be, delays of product shipments to our partners, and supply shortages as a result of capacity issues. There are no comparable recent events that provide guidance as to the effect a global pandemic may have, and, as a result, the ultimate impact of the outbreak is highly uncertain and subject to change. 62 62 62 --- ## No Match in Current: Disposition of Loan Receivables *This section from the 2023 filing does not have a high-confidence textual match in 2024. It may have been removed, merged, or substantially reworded.* During the second quarter of 2022, we completed the sales of a total of $3.8 billion of loan receivables associated with our program agreements with Gap Inc. and BP. The total proceeds received from the dispositions were $3.9 billion and we recognized a gain on sale of $120 million included within other income in our consolidated statement of earnings. --- ## No Match in Current: Balance at December 31, 2021 *This section from the 2023 filing does not have a high-confidence textual match in 2024. It may have been removed, merged, or substantially reworded.* 121 121 121 ($ in millions)Balance at January 1, 2020Impact of ASU 2016-13 AdoptionPost-Adoption Balance at January 1, 2020Provision charged to operationsGross charge-offsRecoveriesBalance at December 31, 2020Credit cards$5,506 $2,989 $8,495 $5,171 $(4,505)$915 $10,076 Consumer installment loans46 26 72 92 (51)14 127 Commercial credit products49 6 55 47 (50)9 61 Other1 - 1 - - - 1 Total$5,602 $3,021 $8,623 $5,310 $(4,606)$938 $10,265 --- ## No Match in Current: Intangible Assets Subject to Amortization *This section from the 2023 filing does not have a high-confidence textual match in 2024. It may have been removed, merged, or substantially reworded.* 20222021At December 31 ($ in millions)Gross carrying amountAccumulated amortizationNetGross carrying amountAccumulated amortizationNetCustomer-related$1,725 $(1,113)$612 $1,797 $(1,222)$575 Capitalized software and other1,721 (1,046)675 1,407 (814)593 Total$3,446 $(2,159)$1,287 $3,204 $(2,036)$1,168 During the year ended December 31, 2022, we recorded additions to intangible assets subject to amortization of $489 million, primarily related to capitalized software expenditures, as well as customer-related intangible assets. Customer-related intangible assets primarily relate to retail partner contract acquisitions and extensions, as well as purchased credit card relationships. During the years ended December 31, 2022 and 2021, we recorded additions to customer-related intangible assets subject to amortization of $160 million and $67 million, respectively, primarily related to payments made to acquire and extend certain retail partner relationships. These additions had a weighted average amortizable life of 8 years and 5 years for the years ended December 31, 2022 and 2021, respectively. Amortization expense related to retail partner contracts was $110 million, $126 million and $128 million for the years ended December 31, 2022, 2021 and 2020, respectively, and is included as a component of marketing and business development expense in our Consolidated Statements of Earnings. All other amortization expense was $252 million, $213 million and $199 million for the years ended December 31, 2022, 2021 and 2020, respectively. Additionally, we incurred impairment charges of zero, $50 million, and $30 million for the years ended December 31, 2022, 2021 and 2020, respectively. Other amortization expense and impairment charges are included as components of other expense in our Consolidated Statements of Earnings. 50 million We estimate annual amortization expense for existing intangible assets over the next five calendar years to be as follows: ($ in millions)20232024202520262027Amortization expense$336 $286 $238 $176 $107 127 127 127 --- ## Modified: Credit Quality Indicators **Key changes:** - Reworded sentence: "The following table provides the most recent VantageScore scores available for our customers at December 31, 2023 and 2022, respectively, as a percentage of each class of loan receivable." **Prior (2023):** Our loan receivables portfolio includes both secured and unsecured loans. Secured loan receivables are largely comprised of consumer installment loans secured by equipment. Unsecured loan receivables are largely comprised of our open-ended consumer and commercial revolving credit card loans. As part of our credit risk management activities, on an ongoing basis, we assess overall credit quality by reviewing information related to the performance of a customer's account with us, including delinquency information, as well as information from credit bureaus relating to the customer's broader credit performance. We utilize VantageScore credit scores to assist in our assessment of credit quality. VantageScore credit scores are obtained at origination of the account and are refreshed, at a minimum quarterly, but could be as often as weekly, to assist in predicting customer behavior. We categorize these credit scores into the following three credit score categories: (i) 651 or higher, which are considered the strongest credits; (ii) 591 to 650, considered moderate credit risk; and (iii) 590 or less, which are considered weaker credits. There are certain customer accounts for which a VantageScore score is not available where we use alternative sources to assess their credit quality and predict behavior. The following table provides the most recent VantageScore scores available for our customers at December 31, 2022 and 2021, respectively, as a percentage of each class of loan receivable. The table below excludes 0.4% of our total loan receivables balance at both December 31, 2022 and 2021, respectively, which represents those customer accounts for which a VantageScore score is not available. At December 3120222021651 or591 to590 or651 or591 to590 orhigher650 lesshigher650 lessCredit cards74 %19 %7 %78 %17 %5 %Consumer installment loans77 %17 %6 %79 %17 %4 %Commercial credit products 88 %6 %6 %92 %5 %3 % 124 124 124 **Current (2024):** Our loan receivables portfolio includes both secured and unsecured loans. Secured loan receivables are largely comprised of consumer installment loans secured by equipment. Unsecured loan receivables are largely comprised of our open-ended consumer and commercial revolving credit card loans. As part of our credit risk management activities, on an ongoing basis, we assess overall credit quality by reviewing information related to the performance of a customer's account with us, including delinquency information, as well as information from credit bureaus relating to the customer's broader credit performance. We utilize VantageScore credit scores to assist in our assessment of credit quality. VantageScore credit scores are obtained at origination of the account and are refreshed, at a minimum quarterly, but could be as often as weekly, to assist in predicting customer behavior. We categorize these credit scores into the following three credit score categories: (i) 651 or higher, which are considered the strongest credits; (ii) 591 to 650, considered moderate credit risk; and (iii) 590 or less, which are considered weaker credits. There are certain customer accounts for which a VantageScore score is not available where we use alternative sources to assess their credit quality and predict behavior. The following table provides the most recent VantageScore scores available for our customers at December 31, 2023 and 2022, respectively, as a percentage of each class of loan receivable. The table below excludes 0.3% and 0.4% of our total loan receivables balance at both December 31, 2023 and 2022, respectively, which represents those customer accounts for which a VantageScore score is not available. At December 3120232022651 or591 to590 or651 or591 to590 orhigher650 lesshigher650 lessCredit cards72 %19 %9 %74 %19 %7 %Consumer installment loans76 %17 %7 %77 %17 %6 %Commercial credit products 83 %10 %7 %88 %6 %6 % 132 132 132 --- ## Modified: Failure by Synchrony and the Bank to meet applicable capital adequacy and liquidity requirements could have a material adverse effect on us. **Key changes:** - Reworded sentence: "For instance, because Synchrony had, as of March 31, 2023, $100 billion or more in average total consolidated assets based on a four quarter average, Synchrony will become subject to biennial supervisory stress tests, a formal capital plan submission requirement, and the stress capital buffer following applicable transition periods." - Reworded sentence: "102 102 102 Synchrony must also continue to comply with regulatory requirements related to the maintenance, management, monitoring and reporting of liquidity as discussed in "Regulation - Regulation Relating to Our Business." Under the Tailoring Rules, enhanced prudential standards with respect to liquidity management apply to covered savings and loan holding companies with $100 billion or more in average total consolidated assets, based on a four quarter average." **Prior (2023):** Synchrony and the Bank must meet rules for capital adequacy as discussed in "Regulation - Regulation Relating to Our Business." As a stand-alone savings and loan holding company, Synchrony is subject to capital requirements similar to those that apply to the Bank. Synchrony and the Bank may be subject to increasingly stringent capital adequacy standards in the future. For instance, if in the future Synchrony has $100 billion or more in average total consolidated assets based on a four quarter average, Synchrony will become subject to biennial supervisory stress tests, a formal capital plan submission requirement, and the stress capital buffer. See "Regulation - Regulation Relating to Our Business - Savings and Loan Holding Company Regulation - Capital" and "Regulation - Regulation Relating to Our Business - Savings and Loan Holding Company Regulation - Dividends and Stock Repurchases." Synchrony had average consolidated assets of $98.2 billion for the four quarters ended December 31, 2022. As a result, Synchrony is not currently subject to most of the enhanced prudential standards under the Tailoring Rules. However, Synchrony's total consolidated assets at December 31, 2022 exceeded $100 billion and its average consolidated assets for four quarters may exceed such threshold in future periods. If Synchrony becomes subject to supervisory stress tests, a formal capital plan submission requirement, and/or the stress capital buffer, Synchrony could be subject to additional restrictions on its ability to return capital to shareholders. If Synchrony or the Bank fails to meet current or future minimum capital, leverage or other financial requirements, its operations, results of operations and financial condition could be materially adversely affected. Among other things, failure by Synchrony or the Bank to maintain its status as "well capitalized" (or otherwise meet current or future minimum capital, leverage or other financial requirements) could compromise our competitive position and result in restrictions imposed by the Federal Reserve Board or the OCC, including, potentially, on the Bank's ability to engage in certain activities. These could include restrictions on the Bank's ability to enter into transactions with affiliates, accept brokered deposits, grow its assets, engage in material transactions, extend credit in certain highly leveraged transactions, amend or change its charter, bylaws or accounting methods, pay interest on its liabilities without regard to regulatory caps on the rates that may be paid on deposits, and pay dividends or repurchase stock. In addition, failure to maintain the well capitalized status of the Bank could result in our having to invest additional capital in the Bank, which could in turn require us to raise additional capital. The market and demand for, and cost of, our asset-backed securities also could be adversely affected by failure to meet current or future capital requirements. Synchrony must also continue to comply with regulatory requirements related to the maintenance, management, monitoring and reporting of liquidity as discussed in "Regulation - Regulation Relating to Our Business." Under the Tailoring Rules, enhanced prudential standards with respect to liquidity management apply to covered savings and loan holding companies with $100 billion or more in average total consolidated assets, based on a four quarter average. See "Regulation - Regulation Relating to Our Business - Legislative and Regulatory Developments." If such requirements apply to us in the future, our results and operations and financial condition could be materially adversely affected. 98 98 98 **Current (2024):** Synchrony and the Bank must meet rules for capital adequacy as discussed in "Regulation - Regulation Relating to Our Business." As a stand-alone savings and loan holding company, Synchrony is subject to capital requirements similar to those that apply to the Bank. Synchrony and the Bank may be subject to increasingly stringent capital adequacy standards in the future. For instance, because Synchrony had, as of March 31, 2023, $100 billion or more in average total consolidated assets based on a four quarter average, Synchrony will become subject to biennial supervisory stress tests, a formal capital plan submission requirement, and the stress capital buffer following applicable transition periods. See "Regulation - Regulation Relating to Our Business - Savings and Loan Holding Company Regulation - Capital" and "Regulation - Regulation Relating to Our Business - Savings and Loan Holding Company Regulation - Dividends and Stock Repurchases." Once Synchrony becomes subject to supervisory stress tests, a formal capital plan submission requirement, and/or the stress capital buffer, Synchrony could be subject to additional restrictions on its ability to return capital to shareholders. In addition, in July 2023 the federal banking agencies proposed changes to the capital requirements of banking organizations that have $100 billion or more in total assets. See "Regulation - Regulation Relating to Our Business - Savings and Loan Holding Company Regulation - Capital. To the extent the proposed changes are finalized and adopted, they would likely increase our regulatory capital requirements, which may decrease our return on equity and could result in limitations on our ability to pay dividends or repurchase our stock. If Synchrony or the Bank fails to meet current or future minimum capital, leverage or other financial requirements, its operations, results of operations and financial condition could be materially adversely affected. Among other things, failure by Synchrony or the Bank to maintain its status as "well capitalized" (or otherwise meet current or future minimum capital, leverage or other financial requirements) could compromise our competitive position and result in restrictions imposed by the Federal Reserve Board or the OCC, including, potentially, on the Bank's ability to engage in certain activities. These could include restrictions on the Bank's ability to enter into transactions with affiliates, accept brokered deposits, grow its assets, engage in material transactions, extend credit in certain highly leveraged transactions, amend or change its charter, bylaws or accounting methods, pay interest on its liabilities without regard to regulatory caps on the rates that may be paid on deposits, and pay dividends or repurchase stock. In addition, failure to maintain the well capitalized status of the Bank could result in our having to invest additional capital in the Bank, which could in turn require us to raise additional capital. The market and demand for, and cost of, our asset-backed securities also could be adversely affected by failure to meet current or future capital requirements. 102 102 102 Synchrony must also continue to comply with regulatory requirements related to the maintenance, management, monitoring and reporting of liquidity as discussed in "Regulation - Regulation Relating to Our Business." Under the Tailoring Rules, enhanced prudential standards with respect to liquidity management apply to covered savings and loan holding companies with $100 billion or more in average total consolidated assets, based on a four quarter average. See "Regulation - Regulation Relating to Our Business - Legislative and Regulatory Developments." Because Synchrony met the four-quarter average total consolidated assets threshold as of March 31, 2023, such requirements will apply to us in the future after a transition period, which could cause our results of operations and financial condition to be materially adversely affected. --- ## Modified: Level 3 Fair Value Measurements **Key changes:** - Reworded sentence: "Our state and municipal debt securities are classified as available-for-sale with changes in fair value included in Accumulated other comprehensive income." **Prior (2023):** Our Level 3 recurring fair value measurements primarily relate to state and municipal and corporate debt instruments, which are valued using non-binding broker quotes or other third-party sources, and financial assets and liabilities for which we have elected the fair value option. For a description of our process to evaluate third-party pricing servicers, see Note 2. Basis of Presentation and Summary of Significant Accounting Policies. Our state and municipal debt securities are classified as available-for-sale with changes in fair value included in accumulated other comprehensive income. 130 130 130 The changes in our Level 3 assets and liabilities that are measured on a recurring basis for the years ended December 31, 2022 and 2021 were not material. **Current (2024):** Our Level 3 recurring fair value measurements primarily relate to state and municipal and corporate debt instruments, which are valued using non-binding broker quotes or other third-party sources, and financial assets and liabilities for which we have elected the fair value option. For a description of our process to evaluate third-party pricing servicers, see Note 2. Basis of Presentation and Summary of Significant Accounting Policies. Our state and municipal debt securities are classified as available-for-sale with changes in fair value included in Accumulated other comprehensive income. 139 139 139 The changes in our Level 3 assets and liabilities that are measured on a recurring basis for the years ended December 31, 2023 and 2022 were not material. --- ## Modified: Basis of Presentation **Key changes:** - Reworded sentence: "We primarily conduct our business within the United States and substantially all of our revenues are from U.S." - Added sentence: "Investments in which we do not hold a controlling financial interest but have significant influence over the entity's financial and operating decisions are accounted for under the equity method." - Added sentence: "115 115 115 Changes in Presentation At December 31, 2023, contract costs related to our retailer partner agreements of $498 million, net of accumulated amortization, previously classified as Intangible assets are now presented as a component of Other assets on our Consolidated Statements of Financial Position." - Added sentence: "Reclassifications of prior period amounts of $545 million, net of accumulated amortization, have been made to conform with the current period presentation discussed above." - Added sentence: "Protection product revenue in our Consolidated Statements of Income was previously captioned "Debt cancellation fees" and represents fees earned from our debt cancellation product offered to our credit card customers." **Prior (2023):** The accompanying consolidated financial statements were prepared in conformity with U.S. generally accepted accounting principles ("GAAP"). Preparing financial statements in conformity with U.S. GAAP requires us to make estimates based on assumptions about current, and for some estimates, future, economic and market conditions (for example, unemployment, housing, interest rates and market liquidity) which affect reported amounts and related disclosures in our consolidated financial statements. Although our current estimates contemplate current conditions and how we expect them to change in the future, as appropriate, it is reasonably possible that actual conditions could be different than anticipated in those estimates, which could materially affect our results of operations and financial position. Among other effects, such changes could result in incremental losses on loan receivables, future impairments of debt securities, goodwill and intangible assets, increases in reserves for contingencies, establishment of valuation allowances on deferred tax assets and increases in our tax liabilities. We primarily conduct our business within the United States and Canada and substantially all of our revenues are from U.S. customers. The operating activities conducted by our non-U.S. affiliates use the local currency as their functional currency. The effects of translating the financial statements of these non-U.S. affiliates to U.S. dollars are included in equity. Asset and liability accounts are translated at period-end exchange rates, while revenues and expenses are translated at average rates for the respective periods. Consolidated Basis of Presentation The Company's financial statements have been prepared on a consolidated basis. Under this basis of presentation, our financial statements consolidate all of our subsidiaries - i.e., entities in which we have a controlling financial interest, most often because we hold a majority voting interest. To determine if we hold a controlling financial interest in an entity, we first evaluate if we are required to apply the variable interest entity ("VIE") model to the entity, otherwise the entity is evaluated under the voting interest model. Where we hold current or potential rights that give us the power to direct the activities of a VIE that most significantly impact the VIE's economic performance ("power") combined with a variable interest that gives us the right to receive potentially significant benefits or the obligation to absorb potentially significant losses ("significant economics"), we have a controlling financial interest in that VIE. Rights held by others to remove the party with power over the VIE are not considered unless one party can exercise those rights unilaterally. We consolidate certain securitization entities under the VIE model because we have both power and significant economics. See Note 5. Variable Interest Entities. 110 110 110 **Current (2024):** The accompanying consolidated financial statements were prepared in conformity with U.S. generally accepted accounting principles ("GAAP"). Preparing financial statements in conformity with U.S. GAAP requires us to make estimates based on assumptions about current, and for some estimates, future, economic and market conditions (for example, unemployment, housing, interest rates and market liquidity) which affect reported amounts and related disclosures in our consolidated financial statements. Although our current estimates contemplate current conditions and how we expect them to change in the future, as appropriate, it is reasonably possible that actual conditions could be different than anticipated in those estimates, which could materially affect our results of operations and financial position. Among other effects, such changes could result in incremental losses on loan receivables, future impairments of debt securities, goodwill and intangible assets, increases in reserves for contingencies, establishment of valuation allowances on deferred tax assets and increases in our tax liabilities. We primarily conduct our business within the United States and substantially all of our revenues are from U.S. customers. The operating activities conducted by our non-U.S. affiliates use the local currency as their functional currency. The effects of translating the financial statements of these non-U.S. affiliates to U.S. dollars are included in equity. Asset and liability accounts are translated at period-end exchange rates, while revenues and expenses are translated at average rates for the respective periods. Consolidated Basis of Presentation The Company's financial statements have been prepared on a consolidated basis. Under this basis of presentation, our financial statements consolidate all of our subsidiaries - i.e., entities in which we have a controlling financial interest, most often because we hold a majority voting interest. To determine if we hold a controlling financial interest in an entity, we first evaluate if we are required to apply the variable interest entity ("VIE") model to the entity, otherwise the entity is evaluated under the voting interest model. Where we hold current or potential rights that give us the power to direct the activities of a VIE that most significantly impact the VIE's economic performance ("power") combined with a variable interest that gives us the right to receive potentially significant benefits or the obligation to absorb potentially significant losses ("significant economics"), we have a controlling financial interest in that VIE. Rights held by others to remove the party with power over the VIE are not considered unless one party can exercise those rights unilaterally. We consolidate certain securitization entities under the VIE model because we have both power and significant economics. See Note 6. Variable Interest Entities. Investments in which we do not hold a controlling financial interest but have significant influence over the entity's financial and operating decisions are accounted for under the equity method. 115 115 115 Changes in Presentation At December 31, 2023, contract costs related to our retailer partner agreements of $498 million, net of accumulated amortization, previously classified as Intangible assets are now presented as a component of Other assets on our Consolidated Statements of Financial Position. Reclassifications of prior period amounts of $545 million, net of accumulated amortization, have been made to conform with the current period presentation discussed above. Protection product revenue in our Consolidated Statements of Income was previously captioned "Debt cancellation fees" and represents fees earned from our debt cancellation product offered to our credit card customers. --- ## Modified: Reconciliation of Our Effective Tax Rate to the U.S. Federal Statutory Income Tax Rate **Key changes:** - Reworded sentence: "For the years ended December 31202320222021U.S." - Reworded sentence: "state and local income taxes, net of federal benefit3.5 3.6 3.4 All other, net(1.6)(0.7)(1.1)Effective tax rate22.9 %23.9 %23.3 % 145 145 145" **Prior (2023):** For the years ended December 31202220212020U.S. federal statutory income tax rate21.0 %21.0 %21.0 %U.S. state and local income taxes, net of federal benefit3.6 3.4 3.6 Release of uncertain tax positions, net of federal benefit(0.6)(1.0)(1.7)All other, net(0.1)(0.1) - Effective tax rate23.9 %23.3 %22.9 % **Current (2024):** For the years ended December 31202320222021U.S. federal statutory income tax rate21.0 %21.0 %21.0 %U.S. state and local income taxes, net of federal benefit3.5 3.6 3.4 All other, net(1.6)(0.7)(1.1)Effective tax rate22.9 %23.9 %23.3 % 145 145 145 --- ## Modified: Consolidated Statements of Changes in Equity **Key changes:** - Reworded sentence: "____________________________________________________________________________________________Preferred StockCommon Stock($ in millions, shares in thousands)Shares IssuedAmountShares IssuedAmountAdditional Paid-in CapitalRetained EarningsAccumulated Other Comprehensive Income (Loss)Treasury StockTotal EquityBalance at January 1, 2021750 $734 833,985 $1 $9,570 $10,621 $(51)$(8,174)$12,701 Net earnings - - - - - 4,221 - - 4,221 Other comprehensive income - - - - - - (18) - (18)Purchases of treasury stock - - - - - - - (2,876)(2,876)Stock-based compensation - - - - 99 (55) - 125 169 Dividends - preferred stock ($56.24 per share) - - - - - (42) - - (42)Dividends - common stock ($0.88 per share) - - - - - (500) - - (500)Balance at December 31, 2021750 $734 833,985 $1 $9,669 $14,245 $(69)$(10,925)$13,655 Net earnings - - - - - 3,016 - - 3,016 Other comprehensive income - - - - - - (56) - (56)Purchases of treasury stock - - - - - - - (3,320)(3,320)Stock-based compensation - - - - 49 (69) - 74 54 Dividends - preferred stock ($56.24 per share) - - - - - (42) - - (42)Dividends - common stock ($0.90 per share) - - - - - (434) - - (434)Balance at December 31, 2022750 $734 833,985 $1 $9,718 $16,716 $(125)$(14,171)$12,873 Cumulative effect of change in accounting principle222 $222 Adjusted balance, beginning of period750 $734 833,985 $1 $9,718 $16,938 $(125)$(14,171)$13,095 Net earnings - - - - - 2,238 - - 2,238 Other comprehensive income - - - - - - 57 - 57 Purchases of treasury stock - - - - - - - (1,112)(1,112)Stock-based compensation - - - - 57 (66) - 82 73 Dividends - preferred stock ($56.24 per share) - - - - - (42) - - (42)Dividends - common stock ($0.96 per share) - - - - - (406) - - (406)Balance at December 31, 2023750 $734 833,985 $1 $9,775 $18,662 $(68)$(15,201)$13,903 Balance at January 1, 2021 Dividends - preferred stock ($56.24 per share) Dividends - common stock ($0.88 per share) Balance at December 31, 2021 Dividends - preferred stock ($56.24 per share) Dividends - common stock ($0.90 per share) Balance at December 31, 2022 Dividends - preferred stock ($56.24 per share) Dividends - common stock ($0.96 per share) Balance at December 31, 2023 See accompanying notes to consolidated financial statements." **Prior (2023):** ____________________________________________________________________________________________Preferred StockCommon Stock($ in millions, shares in thousands)Shares IssuedAmountShares IssuedAmountAdditional Paid-in CapitalRetained EarningsAccumulated Other Comprehensive Income (Loss)Treasury StockTotal EquityBalance at January 1, 2020750 $734 833,985 $1 $9,537 $12,117 $(58)$(7,243)$15,088 Cumulative effect of change in accounting principle - - - - - (2,276) - - (2,276)Adjusted balance, beginning of period750 734 833,985 1 9,537 9,841 (58)(7,243)12,812 Net earnings - - - - - 1,385 - - 1,385 Other comprehensive income - - - - - - 7 - 7 Purchases of treasury stock - - - - - - - (985)(985)Stock-based compensation - - - - 33 (43) - 54 44 Dividends - preferred stock ($56.40 per share) - - - - - (42) - - (42)Dividends - common stock ($0.88 per share) - - - - - (520) - - (520)Balance at December 31, 2020750 $734 833,985 $1 $9,570 $10,621 $(51)$(8,174)$12,701 Net earnings - - - - - 4,221 - - 4,221 Other comprehensive income - - - - - - (18) - (18)Purchases of treasury stock - - - - - - - (2,876)(2,876)Stock-based compensation - - - - 99 (55) - 125 169 Dividends - preferred stock ($56.24 per share) - - - - - (42) - - (42)Dividends - common stock ($0.88 per share) - - - - - (500) - - (500)Balance at December 31, 2021750 $734 833,985 $1 $9,669 $14,245 $(69)$(10,925)$13,655 Net earnings - - - - - 3,016 - - 3,016 Other comprehensive income - - - - - - (56) - (56)Purchases of treasury stock - - - - - - - (3,320)(3,320)Stock-based compensation - - - - 49 (69) - 74 54 Dividends - preferred stock ($56.24 per share) - - - - - (42) - - (42)Dividends - common stock ($0.90 per share) - - - - - (434) - - (434)Balance at December 31, 2022750 $734 833,985 $1 $9,718 $16,716 $(125)$(14,171)$12,873 Balance at January 1, 2020 Dividends - preferred stock ($56.40 per share) Dividends - common stock ($0.88 per share) Balance at December 31, 2020 Dividends - preferred stock ($56.24 per share) Dividends - common stock ($0.88 per share) Balance at December 31, 2021 Dividends - preferred stock ($56.24 per share) Dividends - common stock ($0.90 per share) Balance at December 31, 2022 See accompanying notes to consolidated financial statements. 108 108 108 **Current (2024):** ____________________________________________________________________________________________Preferred StockCommon Stock($ in millions, shares in thousands)Shares IssuedAmountShares IssuedAmountAdditional Paid-in CapitalRetained EarningsAccumulated Other Comprehensive Income (Loss)Treasury StockTotal EquityBalance at January 1, 2021750 $734 833,985 $1 $9,570 $10,621 $(51)$(8,174)$12,701 Net earnings - - - - - 4,221 - - 4,221 Other comprehensive income - - - - - - (18) - (18)Purchases of treasury stock - - - - - - - (2,876)(2,876)Stock-based compensation - - - - 99 (55) - 125 169 Dividends - preferred stock ($56.24 per share) - - - - - (42) - - (42)Dividends - common stock ($0.88 per share) - - - - - (500) - - (500)Balance at December 31, 2021750 $734 833,985 $1 $9,669 $14,245 $(69)$(10,925)$13,655 Net earnings - - - - - 3,016 - - 3,016 Other comprehensive income - - - - - - (56) - (56)Purchases of treasury stock - - - - - - - (3,320)(3,320)Stock-based compensation - - - - 49 (69) - 74 54 Dividends - preferred stock ($56.24 per share) - - - - - (42) - - (42)Dividends - common stock ($0.90 per share) - - - - - (434) - - (434)Balance at December 31, 2022750 $734 833,985 $1 $9,718 $16,716 $(125)$(14,171)$12,873 Cumulative effect of change in accounting principle222 $222 Adjusted balance, beginning of period750 $734 833,985 $1 $9,718 $16,938 $(125)$(14,171)$13,095 Net earnings - - - - - 2,238 - - 2,238 Other comprehensive income - - - - - - 57 - 57 Purchases of treasury stock - - - - - - - (1,112)(1,112)Stock-based compensation - - - - 57 (66) - 82 73 Dividends - preferred stock ($56.24 per share) - - - - - (42) - - (42)Dividends - common stock ($0.96 per share) - - - - - (406) - - (406)Balance at December 31, 2023750 $734 833,985 $1 $9,775 $18,662 $(68)$(15,201)$13,903 Balance at January 1, 2021 Dividends - preferred stock ($56.24 per share) Dividends - common stock ($0.88 per share) Balance at December 31, 2021 Dividends - preferred stock ($56.24 per share) Dividends - common stock ($0.90 per share) Balance at December 31, 2022 Dividends - preferred stock ($56.24 per share) Dividends - common stock ($0.96 per share) Balance at December 31, 2023 See accompanying notes to consolidated financial statements. 113 113 113 --- ## Modified: Unfunded Lending Commitments **Key changes:** - Reworded sentence: "Unused credit card lines available to our customers totaled approximately $427 billion and $417 billion at December 31, 2023 and 2022, respectively." **Prior (2023):** We manage the potential risk in credit commitments by limiting the total amount of credit, both by individual customer and in total, by monitoring the size and maturity of our portfolios and by applying the same credit standards for all of our credit products. Unused credit card lines available to our customers totaled approximately $417 billion and $431 billion at December 31, 2022 and 2021, respectively. The decrease as compared to December 31, 2021 reflects the impact from the portfolio sales completed in the second quarter of 2022. While these amounts represented the total available unused credit card lines, we have not experienced and do not anticipate that all of our customers will access their entire available line at any given point in time. **Current (2024):** We manage the potential risk in credit commitments by limiting the total amount of credit, both by individual customer and in total, by monitoring the size and maturity of our portfolios and by applying the same credit standards for all of our credit products. Unused credit card lines available to our customers totaled approximately $427 billion and $417 billion at December 31, 2023 and 2022, respectively. While these amounts represented the total available unused credit card lines, we have not experienced and do not anticipate that all of our customers will access their entire available line at any given point in time. --- ## Modified: Savings and Loan Holding Company Regulation **Key changes:** - Reworded sentence: "For a discussion of our capital ratios at December 31, 2023, see "Management's Discussion and Analysis of Financial Condition and Results of Operations-Capital." Under the Tailoring Rules, most covered savings and loan holding companies with average total consolidated assets of $100 billion or more, but less than $250 billion, are subject to supervisory stress tests on a biennial basis, in even calendar years." - Reworded sentence: "In a related action, the joint federal bank regulatory agencies issued an interim final rule effective March 31, 2020, that allows banking organizations that implemented CECL in 2020 to elect to mitigate the effects of the CECL accounting standard on their regulatory capital for two years." - Reworded sentence: "As a result, the effects of CECL on Synchrony's and the Bank's 90 90 90 regulatory capital were delayed through the year 2021, and are being phased-in over a three-year period from January 1, 2022 through December 31, 2024." - Added sentence: "On July 27, 2023, the federal banking agencies proposed rules that would change the regulatory capital requirements for banking organizations that have $100 billion or more in total assets, such as Synchrony, or have significant trading activity." - Added sentence: "The proposed rules would implement the international capital standards issued by the Basel Committee on Banking Supervision and are known as the "Basel Endgame" proposal." **Prior (2023):** Overview As a savings and loan holding company, we are required to register and file periodic reports with, and are subject to regulation, supervision and examination by, the Federal Reserve Board. The Federal Reserve Board has adopted guidelines establishing safety and soundness standards on such matters as liquidity risk management, securitizations, operational risk management, internal controls and audit systems, business continuity, and compensation and other employee benefits. We are regularly reviewed and examined by the Federal Reserve Board, which results in supervisory comments and directions relating to many aspects of our business that require our response and attention. The Federal Reserve Board has broad enforcement authority over us and our subsidiaries (other than the Bank and its subsidiaries). Under the Dodd-Frank Act, we are required to serve as a source of financial strength for any insured depository institution that we control, such as the Bank. Capital As a savings and loan holding company, Synchrony is subject to capital requirements. The following are the minimum capital ratios to which Synchrony is subject: •under the Basel III standardized approach, a common equity Tier 1 capital to risk-weighted assets ratio of 7% (the minimum of 4.5% plus a capital conservation buffer of 2.5%), a Tier 1 capital to risk-weighted assets ratio of 8.5% (the minimum of 6% plus a capital conservation buffer of 2.5%), and a total capital to risk-weighted assets ratio of 10.5% (a minimum of 8% plus a capital conservation buffer of 2.5%); and •a leverage ratio of Tier 1 capital to total consolidated assets of 4%. For a discussion of our capital ratios at December 31, 2022, see "Management's Discussion and Analysis of Financial Condition and Results of Operations-Capital." Synchrony and the Bank elected to delay until January 1, 2022 and phase in through December 31, 2024 the impact of CECL on their regulatory capital. See " - Legislative and Regulatory Developments" for additional information. Under the Tailoring Rules, most covered savings and loan holding companies with average total consolidated assets of $100 billion or more, but less than $250 billion, are subject to supervisory stress tests on a biennial basis, in even calendar years. If in the future Synchrony has average total consolidated assets of $100 billion or more based on a four quarter average, it will become subject to these stress tests following a transition period of at least five quarters. Additionally, under a final rule issued on January 19, 2021, the Federal Reserve Board has subjected covered savings and loan holding companies with average total consolidated assets of $100 billion or more to a stress capital buffer in lieu of the 2.5% capital conservation buffer. The stress capital buffer is calculated as the amount of loss of common equity Tier 1 capital incurred by the company in the severely adverse scenario of the most recent supervisory stress test exercise, assuming certain continued payments on capital instruments, and is subject to a floor of 2.5% of risk-weighted assets. If in the future Synchrony has average total consolidated assets of $100 billion or more based on a four quarter average, it will become subject to the stress capital buffer, and as a result, its capital requirements may increase and its ability to pay dividends, make other capital distributions, or redeem or repurchase its stock may be adversely impacted. See " - Legislative and Regulatory Developments" for additional information. Under a December 2018 final rule, banking organizations may elect to phase in the regulatory capital effects of the CECL model, the new accounting standard for credit losses, over three years. On March 27, 2020, the CARES Act was signed into law, and included a provision that permits financial institutions to defer temporarily the use of CECL. In a related action, the joint federal bank regulatory agencies issued an interim final rule effective March 31, 2020, that allows banking organizations that implemented CECL in 2020 to elect to mitigate the effects of the CECL 87 87 87 accounting standard on their regulatory capital for two years. This two-year delay is in addition to the three-year transition period that the agencies had already made available in December 2018. Synchrony and the Bank have elected to defer the regulatory capital effects of CECL in accordance with the interim final rule, and not to apply the deferral of CECL available under the CARES Act. As a result, the effects of CECL on Synchrony's and the Bank's regulatory capital were delayed through the year 2021, and have begun to be phased-in over a three-year period from January 1, 2022 through December 31, 2024. Under the March 31, 2020 interim final rule, the amount of adjustments to regulatory capital deferred until the phase-in period included both the initial impact of a banking organization's adoption of CECL at January 1, 2020, and 25% of subsequent changes in its allowance for credit losses during each quarter of the two-year period ended December 31, 2021. **Current (2024):** Overview As a savings and loan holding company, we are required to register and file periodic reports with, and are subject to regulation, supervision and examination by, the Federal Reserve Board. The Federal Reserve Board has adopted guidelines establishing safety and soundness standards on such matters as liquidity risk management, securitizations, operational risk management, internal controls and audit systems, business continuity, and compensation and other employee benefits. We are regularly reviewed and examined by the Federal Reserve Board, which results in supervisory comments and directions relating to many aspects of our business that require our response and attention. The Federal Reserve Board has broad enforcement authority over us and our subsidiaries (other than the Bank and its subsidiaries). Under the Dodd-Frank Act, we are required to serve as a source of financial strength for any insured depository institution that we control, such as the Bank. Capital As a savings and loan holding company, Synchrony is subject to capital requirements. The following are the minimum capital ratios to which Synchrony is subject: •under the Basel III standardized approach, a common equity Tier 1 capital to risk-weighted assets ratio of 7% (the minimum of 4.5% plus a capital conservation buffer of 2.5%), a Tier 1 capital to risk-weighted assets ratio of 8.5% (the minimum of 6% plus a capital conservation buffer of 2.5%), and a total capital to risk-weighted assets ratio of 10.5% (a minimum of 8% plus a capital conservation buffer of 2.5%); and •a leverage ratio of Tier 1 capital to total consolidated assets of 4%. For a discussion of our capital ratios at December 31, 2023, see "Management's Discussion and Analysis of Financial Condition and Results of Operations-Capital." Under the Tailoring Rules, most covered savings and loan holding companies with average total consolidated assets of $100 billion or more, but less than $250 billion, are subject to supervisory stress tests on a biennial basis, in even calendar years. Because Synchrony had average total consolidated assets of $100 billion or more based on a four quarter average as of March 31, 2023, it will become subject to these stress tests following a transition period of at least five quarters. Synchrony currently expects that the 2026 supervisory stress test is the first stress test in which it will be required to participate. Covered savings and loan holding companies with average total consolidated assets of $100 billion or more are subject to a stress capital buffer in lieu of the 2.5% capital conservation buffer. The stress capital buffer is calculated as the amount of loss of common equity Tier 1 capital incurred by the Company in the severely adverse scenario of the most recent supervisory stress test exercise, assuming certain continued payments on capital instruments, and is subject to a floor of 2.5% of risk-weighted assets. Because Synchrony had average total consolidated assets of $100 billion or more based on a four quarter average at March 31, 2023, it will become subject to the stress capital buffer once it begins to participate in supervisory stress tests. As a result, its capital requirements may increase and its ability to pay dividends, make other capital distributions, or redeem or repurchase its stock may be adversely impacted. Under a December 2018 final rule, banking organizations were permitted to phase in the regulatory capital effects of the CECL model, the new accounting standard for credit losses, over three years. On March 27, 2020, the CARES Act was signed into law, and included a provision that permits financial institutions to defer temporarily the use of CECL. In a related action, the joint federal bank regulatory agencies issued an interim final rule effective March 31, 2020, that allows banking organizations that implemented CECL in 2020 to elect to mitigate the effects of the CECL accounting standard on their regulatory capital for two years. This two-year delay is in addition to the three-year transition period that the agencies had already made available in December 2018. Synchrony and the Bank have elected to defer the regulatory capital effects of CECL in accordance with the interim final rule, and not to apply the deferral of CECL available under the CARES Act. As a result, the effects of CECL on Synchrony's and the Bank's 90 90 90 regulatory capital were delayed through the year 2021, and are being phased-in over a three-year period from January 1, 2022 through December 31, 2024. Under the March 31, 2020 interim final rule, the amount of adjustments to regulatory capital deferred until the phase-in period included both the initial impact of a banking organization's adoption of CECL at January 1, 2020, and 25% of subsequent changes in its allowance for credit losses during each quarter of the two-year period ended December 31, 2021. On July 27, 2023, the federal banking agencies proposed rules that would change the regulatory capital requirements for banking organizations that have $100 billion or more in total assets, such as Synchrony, or have significant trading activity. The proposed rules would implement the international capital standards issued by the Basel Committee on Banking Supervision and are known as the "Basel Endgame" proposal. Among other changes, the proposed rules would lower the threshold for the amount of certain deferred tax assets that must be deducted from capital, and introduce a new expanded risk-based approach for calculating risk weighted assets, which, compared to the standardized approach to which Synchrony is currently subject, would add an operational risk charge and apply higher credit conversion factors to the unused portion of unconditionally cancellable lines of credit. We are currently assessing the impact of the proposed rules to our business. However, to the extent the proposed changes are finalized and adopted, they would likely increase our regulatory capital requirements, which may decrease our return on equity and could result in limitations on our ability to pay dividends or repurchase our stock. --- ## Modified: ____________________________________________________________________________________________ **Key changes:** - Reworded sentence: "To the Stockholders and Board of Directors Synchrony Financial: Opinion on the Consolidated Financial Statements We have audited the accompanying Consolidated Statements of Financial Position of Synchrony Financial and subsidiaries (the Company) as of December 31, 2023 and 2022, the related Consolidated Statements of Earnings, Comprehensive Income, Changes in Equity, and Cash Flows for each of the years in the three-year period ended December 31, 2023, and the related notes (collectively, the consolidated financial statements)." - Reworded sentence: "We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Company's internal control over financial reporting as of December 31, 2023, based on criteria established in Internal Control - Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission, and our report dated February 8, 2024 expressed an unqualified opinion on the effectiveness of the Company's internal control over financial reporting." - Reworded sentence: "Allowance for Credit Losses on Loan Receivables As discussed in Notes 2 and 5 to the consolidated financial statements, the Company's allowance for credit losses (ACL) as of December 31, 2023 was $10,571 million." - Reworded sentence: "Expected credit loss estimates for the December 31, 2023 ACL involved modeling of loss projections attributable to existing loan balances, considering historical experience, current conditions, and future expectations for pools of loans with similar risk characteristics over the reasonable and supportable forecast period." - Reworded sentence: "In determining expected credit losses over the life of the loan balance, the Company utilized an approach which implicitly considered total expected future payments and applied appropriate allocations to reduce those 107 107 107 payments in order to estimate losses pertaining to measurement date loan receivables." **Prior (2023):** We are providing the following summary of the risk factors contained in this Annual Report on Form 10-K to enhance the readability and accessibility of our risk factor disclosures. We encourage you to carefully review the full risk factors contained in this Annual Report on Form 10-K in their entirety for additional information regarding the material factors that make an investment in our securities speculative or risky. These risks and uncertainties include, but are not limited to, the following: **Current (2024):** We are providing the following summary of the risk factors contained in this Annual Report on Form 10-K to enhance the readability and accessibility of our risk factor disclosures. We encourage you to carefully review the full risk factors contained in this Annual Report on Form 10-K in their entirety for additional information regarding the material factors that make an investment in our securities speculative or risky. These risks and uncertainties include, but are not limited to, the following: --- ## Modified: Financial Effects of TDRs **Key changes:** - Reworded sentence: "The following table presents the types and financial effects of loans modified and accounted for as TDRs during the prior year periods presented." **Prior (2023):** As part of our loan modifications for borrowers experiencing financial difficulty, we may provide multiple concessions to minimize our economic loss and improve long-term loan performance and collectability. The following table presents the types and financial effects of loans modified and accounted for as TDRs during the periods presented. Years ended December 31,202220212020($ in millions)Interest income recognized during period when loans were modifiedInterest income that would have been recorded with original termsAverage recorded investmentInterest income recognized during period when loans were modifiedInterest income that would have been recorded with original termsAverage recorded investmentInterest income recognized during period when loans were modifiedInterest income that would have been recorded with original termsAverage recorded investmentCredit cards$36 $321 $1,231 $39 $311 $1,222 $44 $279 $1,151 Consumer installment loans - - - - - - - - - Commercial credit products - 1 4 - 1 4 - 1 3 Total$36 $322 $1,235 $39 $312 $1,226 $44 $280 $1,154 **Current (2024):** The following table presents the types and financial effects of loans modified and accounted for as TDRs during the prior year periods presented. Years ended December 31,20222021($ in millions)Interest income recognized during period when loans were modifiedInterest income that would have been recorded with original termsAverage recorded investmentInterest income recognized during period when loans were modifiedInterest income that would have been recorded with original termsAverage recorded investmentCredit cards$36 $321 $1,231 $39 $311 $1,222 Consumer installment loans - - - - - - Commercial credit products - 1 4 - 1 4 Total$36 $322 $1,235 $39 $312 $1,226 --- ## Modified: Resolution Planning **Key changes:** - Reworded sentence: "Under a moratorium that has been in place since April 2019, the FDIC has suspended requiring resolution plan submissions for insured depository institutions with less than $100 billion in total assets, which included the Bank prior to September 30, 2023." **Prior (2023):** Under FDIC regulations, an insured depository institution with $50 billion or more in total assets is required annually to submit to the FDIC a plan for the institution's resolution in the event of its failure. The plan is designed to enable the FDIC, if appointed receiver for the institution, to resolve the institution under sections 11 and 13 of the FDIA in a manner that ensures that its depositors receive access to their insured deposits within one business day of the institution's failure (two business days if the failure occurs on a day other than Friday), maximizes the net present value return from the sale or disposition of the institution's assets, and minimizes the amount of any loss realized by the creditors in the resolution. The resolution plan requirement is intended to ensure that the FDIC has access to all of the material information it needs to resolve a large insured depository institution efficiently in the event of its failure. Under a moratorium that has been in place since April 2019, the FDIC has suspended requiring resolution plan submissions for insured depository institutions with less than $100 billion in total assets. **Current (2024):** Under FDIC regulations, an insured depository institution with $50 billion or more in total assets is required annually to submit to the FDIC a plan for the institution's resolution in the event of its failure. The plan is designed to enable the FDIC, if appointed receiver for the institution, to resolve the institution under sections 11 and 13 of the FDIA in a manner that ensures that its depositors receive access to their insured deposits within one business day of the institution's failure (two business days if the failure occurs on a day other than Friday), maximizes the net present value return from the sale or disposition of the institution's assets, and minimizes the amount of any loss realized by the creditors in the resolution. The resolution plan requirement is intended to ensure that the FDIC has access to all of the material information it needs to resolve a large insured depository institution efficiently in the event of its failure. Under a moratorium that has been in place since April 2019, the FDIC has suspended requiring resolution plan submissions for insured depository institutions with less than $100 billion in total assets, which included the Bank prior to September 30, 2023. Insured depository institutions with $100 billion or more of total assets, like the Bank, are required to submit resolution plans every three years. On August 29, 2023, the FDIC issued a proposed rule that would impose additional requirements for the content of resolution plans submitted by insured depository institutions with $100 billion or more in total assets, including the Bank. Under the proposal, if the FDIC deems a resolution plan filing not credible and the insured depository institution fails to resubmit a credible plan, the institution could become subject to an enforcement action. We are evaluating the impact of this proposal. --- ## Modified: Deposit Insurance **Key changes:** - Reworded sentence: "Under the FDIC's current deposit insurance assessment methodology, the Bank is required to pay deposit insurance assessments based on its average consolidated total assets, less average tangible equity, and various other regulatory factors included in an FDIC assessment scorecard." - Reworded sentence: "As a result of the final rule, the FDIC insurance costs of insured depository institutions, including the Bank, have generally increased." **Prior (2023):** The FDIA requires the Bank to pay deposit insurance assessments. Deposit insurance assessments are affected by the minimum reserve ratio with respect to the federal Deposit Insurance Fund (the "DIF"). The Dodd-Frank Act increased the minimum reserve ratio with respect to the DIF to 1.35% and removed the statutory cap on the reserve ratio. The FDIC subsequently adopted a designated ratio of 2% and may increase that ratio in the future. Since the outbreak of the COVID-19 pandemic, the amount of total estimated insured deposits has grown very rapidly while the funds in the DIF have grown at a normal rate, causing the DIF reserve ratio to fall below the statutory minimum of 1.35%. The FDIC adopted a restoration plan in September 2020, which it amended in June 2022, to restore the DIF reserve ratio to at least 1.35% by September 30, 2028. On October 18, 2022 the FDIC adopted a final rule to increase initial base deposit insurance assessment rates for insured depository institutions by 2 basis points, beginning with the first quarterly assessment period of 2023. The increased assessment rate schedules will remain in effect unless and until the reserve ratio of the DIF meets or exceeds 2%. As a result of the new rule, the FDIC insurance costs of insured depository institutions, including the Bank, will generally increase. Under the FDIC's current deposit insurance assessment methodology, the Bank is required to pay deposit insurance assessments based on its average consolidated total assets, less average tangible equity, and various other regulatory factors included in an FDIC assessment scorecard. The FDIA creates a depositor preference regime for the resolution of all insured depository institutions, including the Bank. If any such institution is placed into receivership, the FDIC will pay (out of the remaining net assets of the failed institution and only to the extent of such assets) first secured creditors (to the extent of their security), second the administrative expenses of the receivership, third all deposits liabilities (both insured and uninsured), fourth any other general or senior liabilities, fifth any obligations subordinated to depositors or general creditors, and finally any remaining net assets to shareholders in that capacity. **Current (2024):** The FDIA requires the Bank to pay deposit insurance assessments. Under the FDIC's current deposit insurance assessment methodology, the Bank is required to pay deposit insurance assessments based on its average consolidated total assets, less average tangible equity, and various other regulatory factors included in an FDIC assessment scorecard. 95 95 95 Deposit insurance assessments are also affected by the minimum reserve ratio with respect to the federal Deposit Insurance Fund (the "DIF"). The Dodd-Frank Act increased the minimum reserve ratio with respect to the DIF to 1.35% and removed the statutory cap on the reserve ratio. The FDIC subsequently adopted a designated ratio of 2% and may increase that ratio in the future. Since the outbreak of the COVID-19 pandemic, the amount of total estimated insured deposits has grown very rapidly while the funds in the DIF have grown at a normal rate, causing the DIF reserve ratio to fall below the statutory minimum of 1.35%. The FDIC adopted a restoration plan in September 2020, which it amended in June 2022, to restore the DIF reserve ratio to at least 1.35% by September 30, 2028. On October 18, 2022 the FDIC adopted a final rule to increase initial base deposit insurance assessment rates for insured depository institutions by 2 basis points, beginning with the first quarterly assessment period of 2023. The increased assessment rate schedules will remain in effect unless and until the reserve ratio of the DIF meets or exceeds 2%. As a result of the final rule, the FDIC insurance costs of insured depository institutions, including the Bank, have generally increased. In addition, on November 16, 2023, the FDIC adopted a final rule to implement a special assessment to recover losses to the DIF arising from the protection of uninsured depositors following the receiverships of failed institutions in the spring of 2023. The assessment base for the special assessment is equal to an insured depository institution's estimated uninsured deposits reported for the quarter ended December 31, 2022, minus the first $5 billion in estimated insured deposits. The FDIC will collect the special assessment over eight quarterly assessment periods starting with the first quarter of 2024, at a quarterly rate of 3.36 basis points. Synchrony recognized the entire special assessment expense of $9 million in the fourth quarter of 2023. However, depending on future adjustments to the DIF's estimated loss, the FDIC has retained the ability to cease collection early, extend the special assessment collection period, or impose a one-time final shortfall assessment. The FDIA creates a depositor preference regime for the resolution of all insured depository institutions, including the Bank. If any such institution is placed into receivership, the FDIC will pay (out of the remaining net assets of the failed institution and only to the extent of such assets) first secured creditors (to the extent of their security), second the administrative expenses of the receivership, third all deposits liabilities (both insured and uninsured), fourth any other general or senior liabilities, fifth any obligations subordinated to depositors or general creditors, and finally any remaining net assets to shareholders in that capacity. --- ## Modified: We may not realize the value of acquisitions, dispositions, strategic investments and strategic initiatives that we pursue and such transactions and initiatives could divert resources or introduce unforeseen risks to our business. **Key changes:** - Reworded sentence: "We have and may in the future execute strategic acquisitions, dispositions, partnerships or initiatives or make other strategic investments in businesses, products, technologies or platforms to enhance or grow our business from time to time." - Reworded sentence: "These acquisitions, dispositions and strategic investments may also present unforeseen legal, regulatory or other challenges that we may not be able to manage effectively." - Reworded sentence: "66 66 66 New partnerships, acquisitions, dispositions, strategic investments and strategic initiatives may not perform as expected due to lack of acceptance by partners, customers or employees, higher than forecasted costs or losses, lengthy transition periods, difficulties retaining key personnel, synergies or savings not being realized and a variety of other factors." **Prior (2023):** We acquire new partners and may execute strategic acquisitions, partnerships or initiatives or make other strategic investments in businesses, products, technologies or platforms to enhance or grow our business from time to time. These acquisitions and strategic investments may introduce new costs, operational complexities or liabilities which could impact our ability to grow or maintain acceptable performance. We may be unable to integrate systems, personnel or technologies from our acquisitions and strategic investments. These acquisitions and strategic investments may also present unforeseen legal, regulatory or other challenges that we may not be able to manage effectively. The planning and integration of an acquisition, including of a new partner or credit card portfolio, partnership or investment, may shift employee time and other resources which could impair our ability to focus on our core business. New partnerships, acquisitions, strategic investments and strategic initiatives may not perform as expected due to lack of acceptance by partners, customers or employees, higher than forecasted costs or losses, lengthy transition periods, synergies or savings not being realized and a variety of other factors. This may result in a delay or unrealized benefit, or in some cases, increased costs or other unforeseen risks to our business. **Current (2024):** We have and may in the future execute strategic acquisitions, dispositions, partnerships or initiatives or make other strategic investments in businesses, products, technologies or platforms to enhance or grow our business from time to time. For example, we announced the sale of Pets Best in November 2023 and our acquisition of Ally Lending in January 2024. These acquisitions, dispositions and strategic investments may divert management's time and resources, and introduce new costs, operational complexities or liabilities, including as a results of any transition arrangements, which could impact our ability to grow or maintain acceptable performance. We may be unable to integrate systems, personnel or technologies from our acquisitions and strategic investments. These acquisitions, dispositions and strategic investments may also present unforeseen legal, regulatory or other challenges that we may not be able to manage effectively. The planning and integration of an acquisition, including of a new partner or credit card portfolio, partnership or investment, may shift employee time and other resources which could impair our ability to focus on our core business. 66 66 66 New partnerships, acquisitions, dispositions, strategic investments and strategic initiatives may not perform as expected due to lack of acceptance by partners, customers or employees, higher than forecasted costs or losses, lengthy transition periods, difficulties retaining key personnel, synergies or savings not being realized and a variety of other factors. This may result in a delay or unrealized benefit, or in some cases, increased costs or other unforeseen risks to our business. --- ## Modified: Equity Securities Without Readily Determinable Fair Values **Key changes:** - Reworded sentence: "At or for the year ended December 31 ($ in millions)20232022Carrying Value$270 $245 Upward adjustments(a)17 7 Downward adjustments(a)(6)(3)_______________________ Upward adjustments(a) Downward adjustments(a) (a) Between January 1, 2018 and December 31, 2023, cumulative upward and downward carrying value adjustments were $205 million and $(14) million, respectively." **Prior (2023):** At or for the year ended December 31 ($ in millions)20222021Carry Value$245 $232 Upward adjustments(a)7 148 Downward adjustments(a)(3)(2)_______________________ Upward adjustments(a) Downward adjustments(a) _______________________ (a) Between January 1, 2018 and December 31, 2022, cumulative upward and downward carrying value adjustments were $188 million and $(11) million, respectively. (a) **Current (2024):** At or for the year ended December 31 ($ in millions)20232022Carrying Value$270 $245 Upward adjustments(a)17 7 Downward adjustments(a)(6)(3)_______________________ Upward adjustments(a) Downward adjustments(a) (a) Between January 1, 2018 and December 31, 2023, cumulative upward and downward carrying value adjustments were $205 million and $(14) million, respectively. (a) --- ## Modified: Earnings before Provision for Income Taxes **Key changes:** - Reworded sentence: "For the years ended December 31 ($ in millions)202320222021U.S.$2,873 $3,947 $5,483 Non-U.S.31 15 20 Earnings before provision for income taxes$2,904 $3,962 $5,503" **Prior (2023):** For the years ended December 31 ($ in millions)202220212020U.S.$3,947 $5,483 $1,780 Non-U.S.15 20 17 Earnings before provision for income taxes$3,962 $5,503 $1,797 **Current (2024):** For the years ended December 31 ($ in millions)202320222021U.S.$2,873 $3,947 $5,483 Non-U.S.31 15 20 Earnings before provision for income taxes$2,904 $3,962 $5,503 --- ## Modified: Average yield(a) **Key changes:** - Added sentence: "All securities are presented above based upon contractual maturity date, except our asset-backed securities which are allocated based upon expected final payment date." - Reworded sentence: "There were no material realized gains or losses recognized for the years ended December 31, 2023, 2022 and 2021." **Prior (2023):** ______________________ (a)Weighted average yield is calculated based on the amortized cost of each security. In calculating yield, no adjustment has been made with respect to any tax-exempt obligations. We expect actual maturities to differ from contractual maturities because borrowers have the right to prepay certain obligations. There were no material realized gains or losses recognized for the years ended December 31, 2022, 2021 and 2020. Although we generally do not have the intent to sell any specific securities held at December 31, 2022, in the ordinary course of managing our debt securities portfolio, we may sell securities prior to their maturities for a variety of reasons, including diversification, credit quality, yield, liquidity requirements and funding obligations. 120 120 120 **Current (2024):** ______________________ (a)Weighted average yield is calculated based on the amortized cost of each security. In calculating yield, no adjustment has been made with respect to any tax-exempt obligations. All securities are presented above based upon contractual maturity date, except our asset-backed securities which are allocated based upon expected final payment date. We expect actual maturities to differ from contractual maturities because borrowers have the right to prepay certain obligations. There were no material realized gains or losses recognized for the years ended December 31, 2023, 2022 and 2021. Although we generally do not have the intent to sell any specific securities held at December 31, 2023, in the ordinary course of managing our debt securities portfolio, we may sell securities prior to their maturities for a variety of reasons, including diversification, credit quality, yield, liquidity requirements and funding obligations. --- ## Modified: Our business could be adversely affected if we are unable to attract, retain, motivate and develop key officers and employees. **Key changes:** - Added sentence: "Specifically, our ability to remain competitive with our peers, manage our business effectively and to execute our strategic plans and initiatives depends on our ability to attract, retain, motivate and develop key officers and employees, as well as manage the costs of employee compensation and benefits within budget." **Prior (2023):** Our success depends, in large part, on our ability to retain, recruit and motivate key officers and employees. Our senior management team has significant industry experience and would be difficult to replace. Competition for senior executives and other key talent in the financial services and payment industry has been intense and may further increase. We may not be able to attract and retain qualified personnel to replace or succeed members of our senior management team or other key personnel, particularly if we do not offer employment terms that are competitive with the rest of the labor market. Guidelines issued by the federal banking regulators prohibits our payment of "excessive" compensation, or compensation that could lead to our material financial loss, to our executives, employees, and directors. In addition, proposed rules implementing the executive compensation provisions of the Dodd-Frank Act would limit the type and structure of compensation arrangements that we may enter into with our senior executives and persons deemed "significant risk-takers." These restrictions could negatively impact our ability to compete with other companies in recruiting, retaining and motivating key personnel. Failure to retain talented senior leadership could have a material adverse effect on our business, results of operations and financial condition. **Current (2024):** Our success depends, in large part, on our ability to retain, recruit and motivate key officers and employees. Specifically, our ability to remain competitive with our peers, manage our business effectively and to execute our strategic plans and initiatives depends on our ability to attract, retain, motivate and develop key officers and employees, as well as manage the costs of employee compensation and benefits within budget. Our senior management team has significant industry experience and would be difficult to replace. Competition for senior executives and other key talent in the financial services and payment industry has been intense and may further increase. We may not be able to attract and retain qualified personnel to replace or succeed members of our senior management team or other key personnel, particularly if we do not offer employment terms that are competitive with the rest of the labor market. Guidelines issued by the federal banking regulators prohibits our payment of "excessive" compensation, or compensation that could lead to our material financial loss, to our executives, employees, and directors. In addition, proposed rules implementing the executive compensation provisions of the Dodd-Frank Act would limit the type and structure of compensation arrangements that we may enter into with our senior executives and persons deemed "significant risk-takers." These restrictions could negatively impact our ability to compete with other companies in recruiting, retaining and motivating key personnel. Failure to retain talented senior leadership could have a material adverse effect on our business, results of operations and financial condition. 79 79 79 --- ## Modified: Non-consolidated VIEs **Key changes:** - Reworded sentence: "These investments included in our Consolidated Statements of Financial Position totaled $736 million and $557 million at December 31, 2023 and December 31, 2022, respectively, and represents our total exposure for these entities." **Prior (2023):** As part of our community reinvestment initiatives, we invest in affordable housing properties and receive affordable housing tax credits for these investments. These investments included in our Consolidated Statement of Financial Position totaled $557 million and $441 million at December 31, 2022 and December 31, 2021, respectively, and represents our total exposure for these entities. Additionally, we have other investments in non-consolidated VIEs which totaled $230 million and $184 million at December 31, 2022 and December 31, 2021, respectively. At December 31, 2022, the Company also has investment commitments of $200 million related to these investments. For the years ended December 31, 2022 and 2021, we recognized amortization of $44 million and $35 million, respectively, and tax credits and other tax benefits of $56 million and $41 million, respectively, associated with investments in affordable housing properties within income tax expense or benefit. **Current (2024):** As part of our community reinvestment initiatives, we invest in affordable housing properties and receive affordable housing tax credits for these investments. These investments included in our Consolidated Statements of Financial Position totaled $736 million and $557 million at December 31, 2023 and December 31, 2022, respectively, and represents our total exposure for these entities. Additionally, we have other investments in non-consolidated VIEs which totaled $252 million and $230 million at December 31, 2023 and 2022, respectively. At December 31, 2023, the Company also has investment commitments of $188 million related to these investments. For the years ended December 31, 2023 and 2022, we recognized amortization of $71 million and $44 million, respectively, and tax credits and other tax benefits of $90 million and $56 million, respectively, associated with investments in affordable housing properties within income tax expense or benefit. 135 135 135 --- ## Modified: Financial Assets and Financial Liabilities Carried at Other Than Fair Value **Key changes:** - Reworded sentence: "CarryingCorresponding fair value amountAt December 31, 2023 ($ in millions)valueTotalLevel 1Level 2Level 3Financial AssetsFinancial assets for which carrying values equal or approximate fair value: Cash and equivalents(a)$14,259 $14,259 $14,259 $ - $ - Other assets(a)(b)$50 $50 $50 $ - $ - Assets held for sale(c)$112 $112 $112 $ - $ - Financial assets carried at other than fair value: Loan receivables, net(d)$92,407 $104,761 $ - $ - $104,761 Financial Liabilities Financial liabilities carried at other than fair value:Deposits$81,153 $80,935 $ - $80,935 $ - Borrowings of consolidated securitization entities$7,267 $7,250 $ - $3,411 $3,839 Senior and subordinated unsecured notes$8,715 $8,423 $ - $8,423 $ - CarryingCorresponding fair value amountAt December 31, 2022 ($ in millions)valueTotalLevel 1Level 2Level 3Financial AssetsFinancial assets for which carrying values equal or approximate fair value: Cash and equivalents(a)$10,294 $10,294 $10,294 $ - $ - Other assets(a)(c)$136 $136 $136 $ - $ - Financial assets carried at other than fair value: Loan receivables, net(d)$82,930 $94,339 $ - $ - $94,339 Financial Liabilities Financial liabilities carried at other than fair value:Deposits$71,735 $70,685 $ - $70,685 $ - Borrowings of consolidated securitization entities$6,227 $6,127 $ - $2,327 $3,800 Senior and subordinated unsecured notes$7,964 $7,530 $ - $7,530 $ - At December 31, 2023 ($ in millions) Cash and equivalents(a) Other assets(a)(b) Assets held for sale(c) Loan receivables, net(d) Senior and subordinated unsecured notes At December 31, 2022 ($ in millions) Cash and equivalents(a) Other assets(a)(c) Loan receivables, net(d) Senior and subordinated unsecured notes _______________________ (a)For cash and equivalents and restricted cash and equivalents, carrying value approximates fair value due to the liquid nature and short maturity of these instruments." - Reworded sentence: "(c)Includes $19 million of cash and equivalents and $93 million of restricted cash and equivalents." **Prior (2023):** CarryingCorresponding fair value amountAt December 31, 2022 ($ in millions)valueTotalLevel 1Level 2Level 3Financial AssetsFinancial assets for which carrying values equal or approximate fair value: Cash and equivalents(a)$10,294 $10,294 $10,294 $ - $ - Other assets(a)(b)$136 $136 $136 $ - $ - Financial assets carried at other than fair value: Loan receivables, net(c)$82,930 $94,339 $ - $ - $94,339 Financial Liabilities Financial liabilities carried at other than fair value:Deposits$71,735 $70,685 $ - $70,685 $ - Borrowings of consolidated securitization entities$6,227 $6,127 $ - $2,327 $3,800 Senior unsecured notes$7,964 $7,530 $ - $7,530 $ - CarryingCorresponding fair value amountAt December 31, 2021 ($ in millions)valueTotalLevel 1Level 2Level 3Financial AssetsFinancial assets for which carrying values equal or approximate fair value: Cash and equivalents(a)$8,337 $8,337 $8,337 $ - $ - Other assets(a)(b)$349 $349 $349 $ - $ - Financial assets carried at other than fair value: Loan receivables, net(c)$72,034 $84,483 $ - $ - $84,483 Loan receivables held for sale(c)$4,361 $4,499 $ - $ - $4,499 Financial Liabilities Financial liabilities carried at other than fair value:Deposits$62,270 $62,486 $ - $62,486 $ - Borrowings of consolidated securitization entities$7,288 $7,359 $ - $3,238 $4,121 Senior unsecured notes$7,219 $7,662 $ - $7,662 $ - At December 31, 2022 ($ in millions) Cash and equivalents(a) Other assets(a)(b) Loan receivables, net(c) At December 31, 2021 ($ in millions) Cash and equivalents(a) Other assets(a)(b) Loan receivables, net(c) Loan receivables held for sale(c) _______________________ (a)For cash and equivalents and restricted cash and equivalents, carrying value approximates fair value due to the liquid nature and short maturity of these instruments. (b)This balance relates to restricted cash and equivalents, which is included in other assets. (c)Excludes financial assets for which we have elected the fair value option. Under certain retail partner program agreements, the expected sales proceeds in the event of a sale of their credit card portfolio may be limited to the amounts owed by our customers, which may be less than the fair value indicated above. 131 131 131 **Current (2024):** CarryingCorresponding fair value amountAt December 31, 2023 ($ in millions)valueTotalLevel 1Level 2Level 3Financial AssetsFinancial assets for which carrying values equal or approximate fair value: Cash and equivalents(a)$14,259 $14,259 $14,259 $ - $ - Other assets(a)(b)$50 $50 $50 $ - $ - Assets held for sale(c)$112 $112 $112 $ - $ - Financial assets carried at other than fair value: Loan receivables, net(d)$92,407 $104,761 $ - $ - $104,761 Financial Liabilities Financial liabilities carried at other than fair value:Deposits$81,153 $80,935 $ - $80,935 $ - Borrowings of consolidated securitization entities$7,267 $7,250 $ - $3,411 $3,839 Senior and subordinated unsecured notes$8,715 $8,423 $ - $8,423 $ - CarryingCorresponding fair value amountAt December 31, 2022 ($ in millions)valueTotalLevel 1Level 2Level 3Financial AssetsFinancial assets for which carrying values equal or approximate fair value: Cash and equivalents(a)$10,294 $10,294 $10,294 $ - $ - Other assets(a)(c)$136 $136 $136 $ - $ - Financial assets carried at other than fair value: Loan receivables, net(d)$82,930 $94,339 $ - $ - $94,339 Financial Liabilities Financial liabilities carried at other than fair value:Deposits$71,735 $70,685 $ - $70,685 $ - Borrowings of consolidated securitization entities$6,227 $6,127 $ - $2,327 $3,800 Senior and subordinated unsecured notes$7,964 $7,530 $ - $7,530 $ - At December 31, 2023 ($ in millions) Cash and equivalents(a) Other assets(a)(b) Assets held for sale(c) Loan receivables, net(d) Senior and subordinated unsecured notes At December 31, 2022 ($ in millions) Cash and equivalents(a) Other assets(a)(c) Loan receivables, net(d) Senior and subordinated unsecured notes _______________________ (a)For cash and equivalents and restricted cash and equivalents, carrying value approximates fair value due to the liquid nature and short maturity of these instruments. (b)This balance relates to restricted cash and equivalents, which is included in other assets. (c)Includes $19 million of cash and equivalents and $93 million of restricted cash and equivalents. (d)Excludes financial assets for which we have elected the fair value option. Under certain retail partner program agreements, the expected sales proceeds in the event of a sale of their credit card portfolio may be limited to the amounts owed by our customers, which may be less than the fair value indicated above. 140 140 140 --- ## Modified: NOTE 13. EARNINGS PER SHARE **Key changes:** - Reworded sentence: "Diluted earnings per common share reflects the assumed conversion of all dilutive securities, which are calculated using the treasury stock method." **Prior (2023):** Basic earnings per share is computed by dividing earnings available to common stockholders by the weighted average number of common shares outstanding for the period. Diluted earnings per common share reflects the assumed conversion of all dilutive securities. The following table presents the calculation of basic and diluted earnings per common share: Years ended December 31,(in millions, except per share data)202220212020Net earnings$3,016 $4,221 $1,385 Preferred stock dividends(42)(42)(42)Net earnings available to common stockholders$2,974 $4,179 $1,343 Weighted average common shares outstanding, basic480.4 564.6 589.0 Effect of dilutive securities3.0 4.7 1.8 Weighted average common shares outstanding, dilutive483.4 569.3 590.8 Earnings per basic common share$6.19 $7.40 $2.28 Earnings per diluted common share$6.15 $7.34 $2.27 We have issued certain stock-based awards under the Synchrony Financial 2014 Long-Term Incentive Plan. A total of 3 million, 1 million and 7 million shares for the years ended December 31, 2022, 2021 and 2020, respectively, related to these awards, were considered anti-dilutive and therefore were excluded from the computation of diluted earnings per common share. 134 134 134 **Current (2024):** Basic earnings per share is computed by dividing earnings available to common stockholders by the weighted average number of common shares outstanding for the period. Diluted earnings per common share reflects the assumed conversion of all dilutive securities, which are calculated using the treasury stock method. The following table presents the calculation of basic and diluted earnings per common share: Years ended December 31,(in millions, except per share data)202320222021Net earnings$2,238 $3,016 $4,221 Preferred stock dividends(42)(42)(42)Net earnings available to common stockholders$2,196 $2,974 $4,179 Weighted average common shares outstanding, basic421.2 480.4 564.6 Effect of dilutive securities2.3 3.0 4.7 Weighted average common shares outstanding, dilutive423.5 483.4 569.3 Earnings per basic common share$5.21 $6.19 $7.40 Earnings per diluted common share$5.19 $6.15 $7.34 We have issued certain stock-based awards under the Synchrony Financial 2014 Long-Term Incentive Plan. A total of 4 million, 3 million and 1 million shares for the years ended December 31, 2023, 2022 and 2021, respectively, related to these awards, were considered anti-dilutive and therefore were excluded from the computation of diluted earnings per common share. 143 143 143 --- ## Modified: Recurring Fair Value Measurements **Key changes:** - Reworded sentence: "At December 31, 2023 ($ in millions)Level 1Level 2Level 3Total(a)AssetsDebt securitiesU.S." **Prior (2023):** At December 31, 2022 ($ in millions)Level 1Level 2Level 3Total(a)AssetsDebt securitiesU.S. government and federal agency$ - $3,864 $ - $3,864 State and municipal - - 10 10 Residential mortgage-backed - 418 - 418 Asset-backed - 580 - 580 Other - - 7 7 Other(b)14 - 13 27 Total $14 $4,862 $30 $4,906 LiabilitiesOther(c) - - 7 7 Total$ - $ - $7 $7 At December 31, 2021 ($ in millions)AssetsDebt securitiesU.S. government and federal agency$ - $2,220 $ - $2,220 State and municipal - - 13 13 Residential mortgage-backed - 606 - 606 Asset-backed - 2,430 - 2,430 Other - - 14 14 Other(b)15 - 34 49 Total $15 $5,256 $61 $5,332 LiabilitiesOther(c) - - 14 14 Total$ - $ - $14 $14 At December 31, 2022 ($ in millions) Total(a) Other(b) Other(c) At December 31, 2021 ($ in millions) Other(b) Other(c) _______________________ (a) For the years ended December 31, 2022 and 2021, there were no fair value measurements transferred between levels. (b) Other is primarily comprised of equity investments measured at fair value, which are included in Other assets in our Consolidated Statement of Financial Position, as well as certain financial assets for which we have elected the fair value option which are included in Loan receivables in our Consolidated Statement of Financial Position. (c) Other is primarily comprised of certain financial liabilities for which we have elected the fair value option, which are included in Accrued expenses and other liabilities in our Consolidated Statement of Financial Position. **Current (2024):** At December 31, 2023 ($ in millions)Level 1Level 2Level 3Total(a)AssetsDebt securitiesU.S. government and federal agency$ - $2,264 $ - $2,264 State and municipal - - 10 10 Residential mortgage-backed - 354 - 354 Asset-backed - 1,162 - 1,162 Other - - 8 8 Other(b)14 - 10 24 Total $14 $3,780 $28 $3,822 LiabilitiesOther(c) - - 4 4 Total$ - $ - $4 $4 At December 31, 2022 ($ in millions)AssetsDebt securitiesU.S. government and federal agency$ - $3,864 $ - $3,864 State and municipal - - 10 10 Residential mortgage-backed - 418 - 418 Asset-backed - 580 - 580 Other - - 7 7 Other(b)14 - 13 27 Total $14 $4,862 $30 $4,906 LiabilitiesOther(c) - - 7 7 Total$ - $ - $7 $7 At December 31, 2023 ($ in millions) Total(a) Other(b) Other(c) At December 31, 2022 ($ in millions) Other(b) Other(c) _______________________ (a) For the years ended December 31, 2023 and 2022, there were no fair value measurements transferred between levels. (b) Other is primarily comprised of equity investments measured at fair value, which are included in Other assets in our Consolidated Statements of Financial Position, as well as certain financial assets for which we have elected the fair value option which are included in Loan receivables in our Consolidated Statements of Financial Position. (c) Other is primarily comprised of certain financial liabilities for which we have elected the fair value option, which are included in Accrued expenses and other liabilities in our Consolidated Statements of Financial Position. --- ## Modified: Contractual Maturities of Investments in Available-for-Sale Debt Securities **Key changes:** - Reworded sentence: "AmortizedEstimated WeightedAt December 31, 2023 ($ in millions)costfair valueAverage yield(a)Due Within one year$2,745 $2,738 4.5 %After one year through five years$719 $722 5.3 %After five years through ten years$179 $167 1.8 %After ten years$198 $172 2.0 % At December 31, 2023 ($ in millions)" **Prior (2023):** AmortizedEstimated WeightedAt December 31, 2022 ($ in millions)costfair valueAverage yield(a)Due Within one year$3,816 $3,778 2.4 %After one year through five years$1,055 $989 1.3 %After five years through ten years$95 $82 1.9 %After ten years$35 $30 2.7 % At December 31, 2022 ($ in millions) **Current (2024):** AmortizedEstimated WeightedAt December 31, 2023 ($ in millions)costfair valueAverage yield(a)Due Within one year$2,745 $2,738 4.5 %After one year through five years$719 $722 5.3 %After five years through ten years$179 $167 1.8 %After ten years$198 $172 2.0 % At December 31, 2023 ($ in millions) --- ## Modified: NOTE 4. DEBT SECURITIES **Key changes:** - Reworded sentence: "Our debt securities consist of the following: December 31, 2023December 31, 2022GrossGrossGrossGrossAmortizedunrealizedunrealizedEstimatedAmortizedunrealizedunrealizedEstimated ($ in millions)costgainslossesfair valuecostgainslossesfair valueU.S." - Reworded sentence: "(c) At December 31, 2023 and 2022, the estimated fair value of debt securities pledged by the Bank as collateral to the Federal Reserve to secure Federal Reserve discount window advances was $360 million and $100 million, respectively." **Prior (2023):** All of our debt securities are classified as available-for-sale and are held to meet our liquidity objectives or to comply with the Community Reinvestment Act ("CRA"). Our debt securities consist of the following: December 31, 2022December 31, 2021GrossGrossGrossGrossAmortizedunrealizedunrealizedEstimatedAmortizedunrealizedunrealizedEstimated ($ in millions)costgainslossesfair valuecostgainslossesfair valueU.S. government and federal agency$3,917 $ - $(53)$3,864 $2,222 $ - $(2)$2,220 State and municipal10 - - 10 13 - - 13 Residential mortgage-backed(a)467 - (49)418 597 12 (3)606 Asset-backed(b)599 - (19)580 2,432 2 (4)2,430 Other8 - (1)7 13 1 - 14 Total$5,001 $ - $(122)$4,879 $5,277 $15 $(9)$5,283 Residential mortgage-backed(a) Asset-backed(b) _____________ (a) All of our residential mortgage-backed securities have been issued by government-sponsored entities and are collateralized by U.S. mortgages. At December 31, 2022 and 2021, $100 million and $145 million of residential mortgage-backed securities, respectively, are pledged by the Bank as collateral to the Federal Reserve to secure Federal Reserve Discount Window advances. (b) Our asset-backed securities are collateralized by credit card and auto loans. 119 119 119 The following table presents the estimated fair values and gross unrealized losses of our available-for-sale debt securities: In loss position forLess than 12 months12 months or moreGrossGrossEstimatedunrealizedEstimatedunrealized ($ in millions)fair valuelossesfair valuelossesAt December 31, 2022U.S. government and federal agency$3,032 $(30)$638 $(23)State and municipal5 - 5 - Residential mortgage-backed316 (31)101 (18)Asset-backed230 - 348 (19)Other7 (1) - - Total$3,590 $(62)$1,092 $(60)At December 31, 2021U.S. government and federal agency$563 $(2)$ - $ - State and municipal4 - - - Residential mortgage-backed105 (2)27 (1)Asset-backed1,653 (4) - - Total$2,325 $(8)$27 $(1) We regularly review debt securities for impairment resulting from credit loss using both qualitative and quantitative criteria, as necessary based on the composition of the portfolio at period end. Based on our assessment, no material impairments for credit losses were recognized during the period. We presently do not intend to sell our debt securities that are in an unrealized loss position and believe that it is not more likely than not that we will be required to sell these securities before recovery of our amortized cost. **Current (2024):** All of our debt securities are classified as available-for-sale and are held to meet our liquidity objectives or to comply with the Community Reinvestment Act ("CRA"). Our debt securities consist of the following: December 31, 2023December 31, 2022GrossGrossGrossGrossAmortizedunrealizedunrealizedEstimatedAmortizedunrealizedunrealizedEstimated ($ in millions)costgainslossesfair valuecostgainslossesfair valueU.S. government and federal agency$2,264 $1 $(1)$2,264 $3,917 $ - $(53)$3,864 State and municipal10 - - 10 10 - - 10 Residential mortgage-backed(a)392 - (38)354 467 - (49)418 Asset-backed(b)1,167 4 (8)1,163 599 - (19)580 Other8 - - 8 8 - (1)7 Total(c)$3,841 $5 $(47)$3,799 $5,001 $ - $(122)$4,879 Residential mortgage-backed(a) Asset-backed(b) Total(c) _____________ (a) All of our residential mortgage-backed securities have been issued by government-sponsored entities and are collateralized by U.S. mortgages. (b) Our asset-backed securities are collateralized by credit card and auto loans. (c) At December 31, 2023 and 2022, the estimated fair value of debt securities pledged by the Bank as collateral to the Federal Reserve to secure Federal Reserve discount window advances was $360 million and $100 million, respectively. The following table presents the estimated fair values and gross unrealized losses of our available-for-sale debt securities: In loss position forLess than 12 months12 months or moreGrossGrossEstimatedunrealizedEstimatedunrealized ($ in millions)fair valuelossesfair valuelossesAt December 31, 2023U.S. government and federal agency$495 $ - $399 $(1)State and municipal - - 9 - Residential mortgage-backed1 - 346 (38)Asset-backed171 - 244 (8)Other - - 8 - Total$667 $ - $1,006 $(47)At December 31, 2022U.S. government and federal agency$3,032 $(30)$638 $(23)State and municipal5 - 5 - Residential mortgage-backed316 (31)101 (18)Asset-backed230 - 348 (19)Other7 (1) - - Total$3,590 $(62)$1,092 $(60) We regularly review debt securities for impairment resulting from credit loss using both qualitative and quantitative criteria, as necessary based on the composition of the portfolio at period end. Based on our assessment, no material impairments for credit losses were recognized during the period. We presently do not intend to sell our debt securities that are in an unrealized loss position and believe that it is not more likely than not that we will be required to sell these securities before recovery of our amortized cost. 126 126 126 --- ## Modified: NOTE 10. FAIR VALUE MEASUREMENTS **Prior (2023):** For a description of how we estimate fair value, see Note 2. Basis of Presentation and Summary of Significant Accounting Policies. The following tables present our assets and liabilities measured at fair value on a recurring basis. **Current (2024):** For a description of how we estimate fair value, see Note 2. Basis of Presentation and Summary of Significant Accounting Policies. The following tables present our assets and liabilities measured at fair value on a recurring basis. --- ## Modified: Financial Risks **Key changes:** - Reworded sentence: "59 59 59 •If assumptions or estimates we use in preparing our financial statements, including those related to the CECL accounting guidance, are incorrect or are required to change, our reported results of operations and financial condition may be adversely affected." - Reworded sentence: "•Various risks related to the securitization of our loan receivables, including our ability to securitize our loan receivables on favorable terms or at all, the occurrence of an early amortization event, our loss of the right to service or subservice our loan receivables or lower payment rates on such receivables could have a material adverse effect on our business, liquidity, cost of funds and financial condition." - Reworded sentence: "•Reductions in interchange fees and changes to the regulations governing such fees, could have a material adverse impact on our business and results of operations." **Prior (2023):** •Our allowance for credit losses may prove to be insufficient to cover losses on our loans. •If assumptions or estimates we use in preparing our financial statements, including those related to the CECL accounting guidance, are incorrect or are required to change, our reported results of operations and financial condition may be adversely affected. •Adverse financial market conditions or our inability to effectively manage our funding and liquidity risk could have a material adverse effect on our funding, liquidity and ability to meet our obligations. •Our inability to grow our deposits in the future could materially adversely affect our liquidity and ability to grow our business. •A reduction in our credit ratings could materially increase the cost of our funding from, and restrict our access to, the capital markets. •Various risks related to the securitization of our loan receivables that could have a material adverse effect on our business, liquidity, cost of funds and financial condition. •We rely extensively on models in managing many aspects of our business, and if they are not accurate or are misinterpreted, it could have a material adverse effect on our business and results of operations. •Our business depends on our ability to successfully manage our credit risk, and failing to do so may result in high charge-off rates. •We may not be able to offset increases in our costs with decreased payments under our retailer share arrangements, which could reduce our profitability. •Reductions in interchange fees may reduce the competitive advantages our private label credit card products currently have by virtue of not charging interchange fees and would reduce our income from those fees. **Current (2024):** •Our allowance for credit losses may prove to be insufficient to cover losses on our loans. 59 59 59 •If assumptions or estimates we use in preparing our financial statements, including those related to the CECL accounting guidance, are incorrect or are required to change, our reported results of operations and financial condition may be adversely affected. •Adverse financial market conditions, our inability to effectively manage our funding and liquidity risk or our inability to maintain or grow our deposits in the future could have a material adverse effect on our funding, liquidity and ability to meet our obligations. •Changes in market interest rates could have a material adverse effect on our net earnings, funding and liquidity. •A reduction in our credit ratings could materially increase the cost of our funding from, and restrict our access to, the capital markets. •Various risks related to the securitization of our loan receivables, including our ability to securitize our loan receivables on favorable terms or at all, the occurrence of an early amortization event, our loss of the right to service or subservice our loan receivables or lower payment rates on such receivables could have a material adverse effect on our business, liquidity, cost of funds and financial condition. •We rely extensively on models in managing many aspects of our business, and if they are not accurate or are misinterpreted, it could have a material adverse effect on our business and results of operations. •Our business depends on our ability to successfully manage our credit risk, and failing to do so may result in high charge-off rates. •We may not be able to offset increases in our costs with decreased payments under our retailer share arrangements, which could reduce our profitability. •Reductions in interchange fees and changes to the regulations governing such fees, could have a material adverse impact on our business and results of operations. --- ## Modified: Reductions in interchange fees and changes to the regulations governing such fees, could have a material adverse impact on our business and results of operations. **Key changes:** - Reworded sentence: "We received $1.0 billion of interchange fees for the year ended December 31, 2023." **Prior (2023):** Interchange is a fee merchants pay to the interchange network in exchange for the use of the network's infrastructure and payment facilitation, and which are paid to credit card issuers to compensate them for the risk they bear in lending money to customers. We earn interchange fees on Dual Card and general purpose co-branded credit card transactions but we typically do not charge or earn interchange fees from our partners or customers on our private label credit card products. Merchants, trying to decrease their operating expenses, have sought to, and have had some success at, lowering interchange rates. Several recent events and actions indicate a continuing increase in focus on interchange by both regulators and merchants. Beyond pursuing litigation, legislation and regulation, merchants are also pursuing alternate payment platforms as a means to lower payment processing costs. To the extent interchange fees are reduced, one of our current competitive advantages with our partners - that we typically do not charge interchange fees when our private label credit card products are used to purchase our partners' goods and services - may be reduced. Moreover, to the extent interchange fees are reduced, our income from those fees will be lower. We received $982 million of interchange fees for the year ended December 31, 2022. As a result, a reduction in interchange fees could have a material adverse effect on our business and results of operations. In addition, for our Dual Cards and general purpose co-branded credit cards, we are subject to the operating regulations and procedures set forth by the interchange network, and our failure to comply with these operating regulations, which may change from time to time, could subject us to various penalties or fees, or the termination of our license to use the interchange network, all of which could have a material adverse effect on our business and results of operations. **Current (2024):** Interchange is a fee merchants pay to the interchange network in exchange for the use of the network's infrastructure and payment facilitation, and which are paid to credit card issuers to compensate them for the risk they bear in lending money to customers. We earn interchange fees on Dual Card and general purpose co-branded credit card transactions but we typically do not charge or earn interchange fees from our partners or customers on our private label credit card products. Merchants, trying to decrease their operating expenses, have sought to, and have had some success at, lowering interchange rates. Several recent events and actions indicate a continuing increase in focus on interchange by both regulators and merchants. Beyond pursuing litigation, legislation and regulation, merchants are also pursuing alternate payment platforms as a means to lower payment processing costs. To the extent interchange fees are reduced, one of our current competitive advantages with our partners - that we typically do not charge interchange fees when our private label credit card products are used to purchase our partners' goods and services - may be reduced. Moreover, to the extent interchange fees are reduced, our income from those fees will be lower. We received $1.0 billion of interchange fees for the year ended December 31, 2023. As a result, a reduction in interchange fees could have a material adverse effect on our business and results of operations. In addition, for our Dual Cards and general purpose co-branded credit cards, we are subject to the operating regulations and procedures set forth by the interchange network, and our failure to comply with these operating regulations, which may change from time to time, could subject us to various penalties or fees, or the termination of our license to use the interchange network, all of which could have a material adverse effect on our business and results of operations. 76 76 76 --- ## Modified: Provision for Income Taxes **Key changes:** - Reworded sentence: "For the years ended December 31 ($ in millions)202320222021Current provision for income taxesU.S." **Prior (2023):** For the years ended December 31 ($ in millions)202220212020Current provision for income taxesU.S. Federal$1,145 $895 $843 U.S. state and local217 163 167 Non-U.S.5 5 4 Total current provision for income taxes1,367 1,063 1,014 Deferred provision (benefit) for income taxesU.S. Federal(352)180 (486)U.S. state and local(71)40 (115)Non-U.S.2 (1)(1)Deferred provision (benefit) for income taxes(421)219 (602)Total provision for income taxes$946 $1,282 $412 **Current (2024):** For the years ended December 31 ($ in millions)202320222021Current provision for income taxesU.S. Federal$943 $1,145 $895 U.S. state and local171 217 163 Non-U.S.10 5 5 Total current provision for income taxes1,124 1,367 1,063 Deferred provision (benefit) for income taxesU.S. Federal(384)(352)180 U.S. state and local(73)(71)40 Non-U.S.(1)2 (1)Deferred provision (benefit) for income taxes(458)(421)219 Total provision for income taxes$666 $946 $1,282 --- ## Modified: Macroeconomic, Strategic and Operational Risks **Key changes:** - Reworded sentence: "•Macroeconomic conditions could have a material adverse effect on our business, results of operations and financial condition." - Reworded sentence: "Further, a significant percentage of our interest and fees on loans comes from relationships with a small number of large retail partners, and the loss of any of these partners could adversely affect our business and results of operations." - Reworded sentence: "•The CFPB's proposed rule on credit card late fees, if adopted, would likely materially adversely affect our business and results of operations." - Reworded sentence: "•We may be unable to successfully develop and commercialize new or enhanced products and services, or realize the value of acquisitions, dispositions, strategic investments and strategic initiatives that we pursue." - Added sentence: "•As we continue to utilize work from home arrangements, our operations are subject to new and heightened risks." **Prior (2023):** •COVID-19 and any future outbreaks, epidemics, pandemics or public health crises and other macroeconomic conditions could have a material adverse effect on our business, results of operations and financial condition and heighten many of our known risks. •As we and other companies continue to work from home, our operations are subject to new risks. •Our results of operations and growth depend on our ability to retain existing partners and attract new partners. •A significant percentage of our interest and fees on loans comes from relationships with a small number of partners, and the loss of any of these partners could adversely affect our business and results of operations. •Our business is heavily concentrated in U.S. consumer credit, and therefore our results are more susceptible to fluctuations in that market than a more diversified company. •Our results are impacted, to a significant extent, on the active and effective promotion and support of our products by our partners and on the financial performance of our partners. •Competition in the consumer finance industry is intense. •We may be unable to successfully develop and commercialize new or enhanced products and services. •Fraudulent activity associated with our products and services could negatively impact our operating results, brand and reputation and cause the use of our products and services to decrease and our fraud losses to increase. •The failure of third parties to provide various services that are important to our operations could have a material adverse effect on our business and results of operations. **Current (2024):** •Macroeconomic conditions could have a material adverse effect on our business, results of operations and financial condition. •Our results of operations and growth depend on our ability to retain existing partners and attract new partners. Further, a significant percentage of our interest and fees on loans comes from relationships with a small number of large retail partners, and the loss of any of these partners could adversely affect our business and results of operations. •Our business is heavily concentrated in U.S. consumer credit, and therefore our results are more susceptible to fluctuations in that market than a more diversified company. •The CFPB's proposed rule on credit card late fees, if adopted, would likely materially adversely affect our business and results of operations. •Our results depend, to a significant extent, on the active and effective promotion and support of our products by our partners, and on the financial performance of our partners. •Competition in the consumer finance industry is intense. •We may be unable to successfully develop and commercialize new or enhanced products and services, or realize the value of acquisitions, dispositions, strategic investments and strategic initiatives that we pursue. •Fraudulent activity associated with our products and services could negatively impact our operating results, brand and reputation and cause the use of our products and services to decrease and our fraud losses to increase. •The failure of third parties to provide various services that are important to our operations could have a material adverse effect on our business and results of operations. •As we continue to utilize work from home arrangements, our operations are subject to new and heightened risks. --- ## Modified: As we continue to utilize work from home arrangements, our operations are subject to new and heightened risks. **Key changes:** - Reworded sentence: "We have adopted remote work arrangements, on either a full-time or part-time basis, for a majority of our employee population, Employees who work from home rely on residential communication networks and internet providers that may not be as resilient as commercial networks and providers and may be more susceptible to service interruptions and cyber-attacks than commercial systems." - Reworded sentence: "67 67 67 Remote work by a majority of our employee population or not requiring our employees to work in an office on a daily basis may impact our culture, and employee engagement with our company, which could affect productivity and our ability to retain employees who are critical to our operations and may increase our costs and impact our financial results of operations." **Prior (2023):** During the COVID-19 pandemic, we expanded our work from home environment and many of our employees continue to work remotely. Employees who work from home rely on residential communication networks and internet providers that may not be as resilient as commercial networks and providers and may be more susceptible to service interruptions and cyber-attacks than commercial systems. Our business continuity and disaster recovery plans, which have been historically developed and tested with a focus on centralized delivery locations, may not work as effectively in a distributed work from home model, where weather impacts, network and power grid downtime may be difficult to manage. In addition, we may not be effective in timely updating our existing operating and administrative controls nor implementing new controls tailored to the work from home environment. Remote work by a majority of our employee population may impact our culture, and employee engagement with our company, which could affect productivity and our ability to retain employees who are critical to our operations and may increase our costs and impact our financial results of operations. In addition, an increase in work from home by other companies may create more job opportunities for employees and make it more difficult for us to attract and retain key talent. If we are unable to continue to manage the work from home environment effectively to address these and other risks, our reputation and results of operations may be impacted. **Current (2024):** We have adopted remote work arrangements, on either a full-time or part-time basis, for a majority of our employee population, Employees who work from home rely on residential communication networks and internet providers that may not be as resilient as commercial networks and providers and may be more susceptible to service interruptions and cyber-attacks than commercial systems. Our business continuity and disaster recovery plans, which have been historically developed and tested with a focus on centralized delivery locations, may not work as effectively in a distributed work from home model, where weather impacts, network and power grid downtime may be difficult to manage. 67 67 67 Remote work by a majority of our employee population or not requiring our employees to work in an office on a daily basis may impact our culture, and employee engagement with our company, which could affect productivity and our ability to retain employees who are critical to our operations and may increase our costs and impact our financial results of operations. In addition, an increase in work from home by other companies may create more job opportunities for employees and make it more difficult for us to attract and retain key talent. If we are unable to continue to manage the work from home environment effectively to address these and other risks, our reputation and results of operations may be impacted. --- ## Modified: Regulatory Risks **Key changes:** - Reworded sentence: "•Our business is subject to government regulation, supervision, examination and enforcement, which could adversely affect our business, results of operations and financial condition." **Prior (2023):** •We face various risks related to the government regulation, supervision, examination and enforcement our business faces. •Legislative and regulatory developments may have a significant impact on our business, financial condition and results of operations. •Federal or state tax rules and regulations could change and adversely affect our results of operations. •Failure by us to meet applicable capital adequacy and liquidity requirements could limit our ability to pay dividends and repurchase our common stock or otherwise have a material adverse effect on us. •Regulations relating to privacy, information security and data protection could increase our costs, affect or limit how we collect and use personal information and adversely affect our business opportunities. 60 60 60 **Current (2024):** •Our business is subject to government regulation, supervision, examination and enforcement, which could adversely affect our business, results of operations and financial condition. •Ongoing changes to the regulatory framework applicable to us have had, and may continue to have, a significant impact on our business, financial condition and results of operations. •Failure by Synchrony and the Bank to meet applicable capital adequacy and liquidity requirements could limit our ability to pay dividends and repurchase our common stock or otherwise have a material adverse effect on us. •Regulations relating to privacy, information security and data protection could increase our costs, affect or limit how we collect and use personal information and adversely affect our business opportunities. 60 60 60 --- ## Modified: Average rate(a) **Key changes:** - Reworded sentence: "___________________ (a)Based on interest expense for the years ended December 31, 2023 and 2022 and average deposits balances." **Prior (2023):** ___________________ (a)Based on interest expense for the years ended December 31, 2022 and 2021 and average deposits balances. At December 31, 2022 and 2021, interest-bearing deposits included $7.2 billion and $5.0 billion, respectively, of certificates of deposit that exceeded applicable FDIC insurance limits, which are generally $250,000 per depositor. At December 31, 2022, our interest-bearing time deposits maturing over the next five years and thereafter were as follows: ($ in millions)20232024202520262027ThereafterDeposits$17,176 $13,019 $2,370 $676 $2,303 $10 The above maturity table excludes $30.4 billion of demand deposits with no defined maturity, of which $28.0 billion are savings accounts. In addition, at December 31, 2022, we had $5.3 billion of broker network deposit sweeps procured through a program arranger who channels brokerage account deposits to us that are also excluded from the above maturity table. Unless extended, the contracts associated with these broker network deposit sweeps will terminate between 2023 and 2026. **Current (2024):** ___________________ (a)Based on interest expense for the years ended December 31, 2023 and 2022 and average deposits balances. (a) At December 31, 2023 and 2022, interest-bearing deposits included $10.0 billion and $7.2 billion, respectively, of certificates of deposit that exceeded applicable FDIC insurance limits, which are generally $250,000 per depositor for each account ownership category. These amounts include partially insured certificates of deposit. 136 136 136 At December 31, 2023, our interest-bearing time deposits maturing over the next five years and thereafter were as follows: ($ in millions)20242025202620272028ThereafterDeposits$33,343 $9,483 $1,645 $2,649 $1,430 $119 The above maturity table excludes $28.1 billion of demand deposits with no defined maturity, of which $26.2 billion are savings accounts. In addition, at December 31, 2023, we had $4.0 billion of broker network deposit sweeps procured through a program arranger who channels brokerage account deposits to us that are also excluded from the above maturity table. Unless extended, the contracts associated with these broker network deposit sweeps will terminate between 2025 and 2026. --- ## Modified: Technological Risks **Key changes:** - Reworded sentence: "•Disruptions in the operation of our and our outsourced partners' technology environments could have a material adverse effect on our business." **Prior (2023):** •Cyber-attacks or other security breaches could have a material adverse effect on our business. •Disruptions in the operation of our and our outsourced partners' computer systems and data centers could have a material adverse effect on our business. 59 59 59 **Current (2024):** •Cyber-attacks or other security breaches could have a material adverse effect on our business. •Disruptions in the operation of our and our outsourced partners' technology environments could have a material adverse effect on our business. --- ## Modified: Legal Risks **Key changes:** - Added sentence: "•If we are alleged to have infringed upon the intellectual property rights owned by others or are not able to protect our intellectual property, our business and results of operations could be adversely affected." **Prior (2023):** •We have international operations that subject us to various international risks as well as increased compliance and regulatory risks and costs. •Litigation, regulatory actions and compliance issues could subject us to significant fines, penalties, judgments, remediation costs and/or requirements resulting in increased expenses. **Current (2024):** •We have international operations that subject us to various international risks as well as increased compliance and regulatory risks and costs. •If we are alleged to have infringed upon the intellectual property rights owned by others or are not able to protect our intellectual property, our business and results of operations could be adversely affected. •Litigation, regulatory actions and compliance issues could subject us to significant fines, penalties, judgments, remediation costs and/or requirements resulting in increased expenses. --- ## Modified: Balance at December 31, 2021 **Key changes:** - Reworded sentence: "_______________________ (a)The allowance for credit losses at December 31, 2023, 2022 and 2021 reflects our estimate of expected credit losses for the life of the loan receivables on our Consolidated Statements of Financial Position at December 31, 2023, 2022 and 2021, which include the consideration of current and expected macroeconomic conditions that existed at those dates." - Reworded sentence: "Losses on loan receivables, including those which are modified for borrowers experiencing financial difficulty, are estimated and recognized upon origination of the loan, based on expected credit losses for the life of the loan balance at December 31, 2023." - Reworded sentence: "The current and forecasted economic conditions at the balance sheet date influenced our current estimate of expected credit losses, which reflects our expectations of the macroeconomic environment." **Prior (2023):** _______________________ (a)The allowance for credit losses at December 31, 2022, 2021 and 2020 reflects our estimate of expected credit losses for the life of the loan receivables on our Consolidated Statements of Financial Position at December 31, 2022, 2021 and 2020, which include the consideration of current and expected macroeconomic conditions that existed at those dates. The reasonable and supportable forecast period used in our estimate of credit losses at December 31, 2022 was 12 months, consistent with the forecast period utilized since the adoption of CECL. Beyond the reasonable and supportable forecast period, we revert to historical loss information at the loan receivables segment level over a 6-month period, gradually increasing the weight of historical losses by an equal amount each month during the reversion period, and utilize historical loss information thereafter for the remaining life of the portfolio. The reversion period and methodology remain unchanged since the adoption of CECL. Losses on loan receivables are estimated and recognized upon origination of the loan, based on expected credit losses for the life of the loan balance at December 31, 2022. Expected credit loss estimates are developed using both quantitative models and qualitative adjustments, and incorporates a macroeconomic forecast. The current and forecasted economic conditions at the balance sheet date influenced our current estimate of expected credit losses, and reflect an uncertain macroeconomic environment. While customer payment behavior remains elevated compared to historical averages, we have experienced a decrease in payment rates and increases in both delinquencies and net charge-offs in late 2022 that are expected to continue as these credit metric trend towards our historical averages. These conditions are reflected in our current estimate of expected credit losses. Our allowance for credit losses increased by $839 million to $9.5 billion during the year ended December 31, 2022 primarily due to growth in loan receivables. See Note 2. Basis of Presentation and Summary of Significant Accounting Policies for additional information on our significant accounting policies related to our allowance for credit losses. **Current (2024):** _______________________ (a)The allowance for credit losses at December 31, 2023, 2022 and 2021 reflects our estimate of expected credit losses for the life of the loan receivables on our Consolidated Statements of Financial Position at December 31, 2023, 2022 and 2021, which include the consideration of current and expected macroeconomic conditions that existed at those dates. (b)Comparative information is presented in accordance with the applicable accounting standards in effect prior to the adoption of ASU 2022-02. (c)Provision for credit losses in the Consolidated Statements of Earnings for the year ended December 31, 2023 includes $7 million associated with a forward loan portfolio purchase recorded in Accrued expenses and other liabilities in the Consolidated Statements of Financial Position. The reasonable and supportable forecast period used in our estimate of credit losses at December 31, 2023 was 12 months, consistent with the forecast period utilized since the adoption of CECL. Beyond the reasonable and supportable forecast period, we revert to historical loss information at the loan receivables segment level over a 6-month period, gradually increasing the weight of historical losses by an equal amount each month during the reversion period, and utilize historical loss information thereafter for the remaining life of the portfolio. The reversion period and methodology remain unchanged since the adoption of CECL. Losses on loan receivables, including those which are modified for borrowers experiencing financial difficulty, are estimated and recognized upon origination of the loan, based on expected credit losses for the life of the loan balance at December 31, 2023. Expected credit loss estimates are developed using both quantitative models and qualitative adjustments, and incorporates a macroeconomic forecast. The current and forecasted economic conditions at the balance sheet date influenced our current estimate of expected credit losses, which reflects our expectations of the macroeconomic environment. We continue to experience a decrease in payment rates and an increase in delinquencies and net charge-offs during the year ended December 31, 2023. We expect net charge-offs to continue to increase. These conditions are reflected in our current estimate of expected credit losses, which remain generally consistent with the prior quarter. Our allowance for credit losses increased to $10.6 billion during the year ended December 31, 2023 primarily due to growth in loan receivables, partially offset by the reserve reduction associated with the adoption of ASU 2022-02. See Note 2. Basis of Presentation and Summary of Significant Accounting Policies for additional information on our significant accounting policies related to our allowance for credit losses. 128 128 128 --- ## Modified: Dividends and Share Repurchases **Key changes:** - Reworded sentence: "During the years ended December 31, 2023, 2022 and 2021, we declared and paid common stock dividends of $0.96, $0.90 and $0.88 per share of common stock, or $406 million, $434 million and $500 million, respectively." **Prior (2023):** During the years ended December 31, 2022, 2021 and 2020, we declared and paid common stock dividends of $0.90, $0.88 and $0.88 per share of common stock, or $434 million, $500 million and $520 million, respectively. We also declared and paid preferred stock dividends of $56.24 per share, or $42 million, for each of the years ended December 31, 2022, 2021 and 2020, respectively. During the year ended December 31, 2022, the Company repurchased an aggregate of 90.7 million shares of our common stock for $3.3 billion. In April 2022, we announced that the Board of Directors approved an incremental share repurchase authorization of up to $2.8 billion through June 2023 (the "April 2022 Share Repurchase Program") and at December 31, 2022 we had $700 million remaining in share repurchase authorization. In all instances, our share repurchase programs are subject to market conditions and other factors, including legal and regulatory restrictions and required approvals. **Current (2024):** During the years ended December 31, 2023, 2022 and 2021, we declared and paid common stock dividends of $0.96, $0.90 and $0.88 per share of common stock, or $406 million, $434 million and $500 million, respectively. We also declared and paid preferred stock dividends of $56.24 per share, or $42 million, for each of the years ended December 31, 2023, 2022 and 2021, respectively. During the year ended December 31, 2023, the Company repurchased an aggregate of 33.6 million shares of our common stock for $1.1 billion, which does not reflect costs and taxes associated with the purchase of shares. The cost of share repurchases, including direct and incremental costs associated with repurchasing, is recorded as a reduction of shareholder's equity. In April 2023, we announced that the Board of Directors approved an incremental share repurchase program of up to $1.0 billion through June 2024 (the "April 2023 Share Repurchase Program") and at December 31, 2023 we had $600 million remaining in share repurchase program. In all instances, our share repurchase programs are subject to market conditions and other factors, including legal and regulatory restrictions and required approvals. --- ## Modified: Disruptions in the operation of our and our outsourced partners' technology environments could have a material adverse effect on our business. **Key changes:** - Reworded sentence: "Our ability to deliver products and services to our partners and our customers, service our loans and otherwise operate our business and comply with applicable laws depends in large part on the efficient and uninterrupted operation of our computer systems, on premises data centers and cloud-based capabilities, as well as those of our partners and third-party service providers." - Reworded sentence: "The pace of technology change is rapid and our industry is intensely competitive, and we cannot assure you that we will be able to timely deploy in new technologies as critical systems and applications become obsolete and better ones become available or implement adequate controls to manage the risks associated with these technologies." **Prior (2023):** Our ability to deliver products and services to our partners and our customers, service our loans and otherwise operate our business and comply with applicable laws depends on the efficient and uninterrupted operation of our computer systems and data centers, as well as those of our partners and third-party service providers. These computer systems and data centers may encounter service interruptions at any time due to system or software failure, extreme weather, natural disaster or other reasons. In addition, climate change may exacerbate certain of these threats, including the frequency and severity of weather-related events and other natural disasters, The implementation of technology changes and upgrades to maintain current and integrate new systems may also cause service interruptions, transaction processing errors and system conversion delays and may cause our failure to comply with applicable laws, all of which could have a material adverse effect on our business. We expect that new technologies and business processes applicable to the consumer credit industry will continue to emerge, and these new technologies and business processes may be better than those we currently use. The pace of technology change is high and our industry is intensely competitive, and we cannot assure you that we will be able to sustain our investment in new technology as critical systems and applications become obsolete and better ones become available. A failure to maintain current technology and business processes could cause disruptions in our operations or cause our products and services to be less competitive, all of which could have a material adverse effect on our business, financial condition and results of operations. **Current (2024):** Our ability to deliver products and services to our partners and our customers, service our loans and otherwise operate our business and comply with applicable laws depends in large part on the efficient and uninterrupted operation of our computer systems, on premises data centers and cloud-based capabilities, as well as those of our partners and third-party service providers. Service interruptions in certain of these environments may be encountered at any time due to system or software failure resulting from events such as, extreme weather conditions, natural disasters, cyber-attacks or other reasons. In addition, climate change may exacerbate certain of these threats, including the frequency and severity of weather-related events and other natural disasters, The implementation of technology changes and upgrades to maintain current and integrate new systems, such as our efforts to migrate certain operations to third-party cloud infrastructure platforms, may expose us to increasing risk of service interruptions, transaction processing errors and system conversion delays, including as a result of cyber or information security incidents, and may cause our failure to comply with applicable laws, all of which could have a material adverse effect on our business. We expect that new technologies and business processes applicable to the consumer credit industry will continue to emerge, and these new technologies and business processes may be better than those we currently use. The pace of technology change is rapid and our industry is intensely competitive, and we cannot assure you that we will be able to timely deploy in new technologies as critical systems and applications become obsolete and better ones become available or implement adequate controls to manage the risks associated with these technologies. A failure to maintain current technology and business processes or effectively implement and maintain new technologies and business processes, could cause disruptions in our operations or cause our products and services to be less competitive, all of which could have a material adverse effect on our business, financial condition and results of operations. --- ## Modified: NOTE 12. EMPLOYEE BENEFIT PLANS **Prior (2023):** The following summarizes information related to the Synchrony benefit plans and our remaining obligations to General Electric Company and its subsidiaries ("GE") related to certain of their plans. **Current (2024):** The following summarizes information related to the Synchrony benefit plans and our remaining obligations to General Electric Company and its subsidiaries ("GE") related to certain of their plans. --- ## Modified: Delinquent and Non-accrual Loans **Key changes:** - Reworded sentence: "The following table provides information on our delinquent and non-accrual loans: At December 31, 2023 ($ in millions)30-89 days delinquent90 or more days delinquentTotal past due90 or more days delinquent and accruingTotal non-accruingCredit cards$2,375 $2,290 $4,665 $2,290 $ - Consumer installment loans96 23 119 - 23 Commercial credit products61 40 101 40 - Total delinquent loans$2,532 $2,353 $4,885 $2,330 $23 Percentage of total loan receivables2.5 %2.3 %4.7 %2.3 % - % At December 31, 2023 ($ in millions) At December 31, 2022 ($ in millions)30-89 days delinquent90 or more days delinquentTotal past due90 or more days delinquent and accruingTotal non-accruingCredit cards$1,710 $1,516 $3,226 $1,516 $ - Consumer installment loans61 14 75 - 14 Commercial credit products44 32 76 32 - Total delinquent loans$1,815 $1,562 $3,377 $1,548 $14 Percentage of total loan receivables2.0 %1.7 %3.7 %1.7 % - % At December 31, 2022 ($ in millions) Consumer Installment Loans by Origination YearBy origination yearAt or for the year endedDecember 31, 2023 ($ in millions)20232022202120202019PriorTotalAmortized cost basis$2,097 $931 $541 $312 $69 $27 $3,977 30-89 days delinquent$44 $25 $15 $9 $2 $1 $96 90 or more days delinquent$11 $6 $4 $2 $ - $ - $23 Current period gross charge-offs$65 $84 $42 $19 $5 $3 $218 At or for the year ended December 31, 2023 ($ in millions) By origination yearAt December 31, 2022 ($ in millions)20222021202020192018PriorTotalAmortized cost basis$1,441 $868 $535 $135 $58 $19 $3,056 30-89 days delinquent$26 $18 $12 $3 $1 $1 $61 90 or more days delinquent$6 $5 $2 $1 $ - $ - $14 At December 31, 2022 ($ in millions) Delinquency trends are the primary credit quality indicator for our consumer installment loans, which we use to monitor credit quality and risk within the portfolio." **Prior (2023):** At December 31, 2022 ($ in millions)30-89 days delinquent90 or more days delinquentTotal past due90 or more days delinquent and accruingTotal non-accruingCredit cards$1,710 $1,516 $3,226 $1,516 $ - Consumer installment loans61 14 75 - 14 Commercial credit products44 32 76 32 - Total delinquent loans$1,815 $1,562 $3,377 $1,548 $14 Percentage of total loan receivables2.0 %1.7 %3.7 %1.7 % - % At December 31, 2022 ($ in millions) At December 31, 2021 ($ in millions)30-89 days delinquent90 or more days delinquentTotal past due90 or more days delinquent and accruingTotal non-accruingCredit cards$1,111 $923 $2,034 $923 $ - Consumer installment loans35 6 41 - 6 Commercial credit products26 13 39 13 - Total delinquent loans$1,172 $942 $2,114 $936 $6 Percentage of total loan receivables1.5 %1.2 %2.6 %1.2 % - % At December 31, 2021 ($ in millions) 122 122 122 Delinquency trends are the primary credit quality indicator for our consumer installment loans, which we use to monitor credit quality and risk within the portfolio. Total consumer installment past due of $75 million and $41 million at December 31, 2022 and 2021, respectively, were not material. **Current (2024):** The following table provides information on our delinquent and non-accrual loans: At December 31, 2023 ($ in millions)30-89 days delinquent90 or more days delinquentTotal past due90 or more days delinquent and accruingTotal non-accruingCredit cards$2,375 $2,290 $4,665 $2,290 $ - Consumer installment loans96 23 119 - 23 Commercial credit products61 40 101 40 - Total delinquent loans$2,532 $2,353 $4,885 $2,330 $23 Percentage of total loan receivables2.5 %2.3 %4.7 %2.3 % - % At December 31, 2023 ($ in millions) At December 31, 2022 ($ in millions)30-89 days delinquent90 or more days delinquentTotal past due90 or more days delinquent and accruingTotal non-accruingCredit cards$1,710 $1,516 $3,226 $1,516 $ - Consumer installment loans61 14 75 - 14 Commercial credit products44 32 76 32 - Total delinquent loans$1,815 $1,562 $3,377 $1,548 $14 Percentage of total loan receivables2.0 %1.7 %3.7 %1.7 % - % At December 31, 2022 ($ in millions) Consumer Installment Loans by Origination YearBy origination yearAt or for the year endedDecember 31, 2023 ($ in millions)20232022202120202019PriorTotalAmortized cost basis$2,097 $931 $541 $312 $69 $27 $3,977 30-89 days delinquent$44 $25 $15 $9 $2 $1 $96 90 or more days delinquent$11 $6 $4 $2 $ - $ - $23 Current period gross charge-offs$65 $84 $42 $19 $5 $3 $218 At or for the year ended December 31, 2023 ($ in millions) By origination yearAt December 31, 2022 ($ in millions)20222021202020192018PriorTotalAmortized cost basis$1,441 $868 $535 $135 $58 $19 $3,056 30-89 days delinquent$26 $18 $12 $3 $1 $1 $61 90 or more days delinquent$6 $5 $2 $1 $ - $ - $14 At December 31, 2022 ($ in millions) Delinquency trends are the primary credit quality indicator for our consumer installment loans, which we use to monitor credit quality and risk within the portfolio. --- ## Modified: Total loan receivables, before allowance for credit losses(a)(b)(c) **Key changes:** - Reworded sentence: "_______________________ (a)Total loan receivables include $21.4 billion and $19.8 billion of restricted loans of consolidated securitization entities at December 31, 2023 and 2022, respectively." - Reworded sentence: "(b)At December 31, 2023 and 2022, loan receivables included deferred costs, net of deferred income, of $213 million and $237 million, respectively (c)At December 31, 2023, $22.4 billion of loan receivables were pledged by the Bank as collateral to the Federal Reserve to secure Federal Reserve discount window advances." **Prior (2023):** _______________________ (a)Total loan receivables include $19.8 billion and $20.5 billion of restricted loans of consolidated securitization entities at December 31, 2022 and 2021, respectively. See Note 5. Variable Interest Entities for further information on these restricted loans. Total loan receivables include $19.8 billion and $20.5 billion of restricted loans of consolidated securitization entities at December 31, 2022 and 2021, respectively. See Note 5. Variable Interest Entities (b)At December 31, 2022 and 2021, loan receivables included deferred costs, net of deferred income, of $237 million and $211 million, respectively. **Current (2024):** _______________________ (a)Total loan receivables include $21.4 billion and $19.8 billion of restricted loans of consolidated securitization entities at December 31, 2023 and 2022, respectively. See Note 6. Variable Interest Entities for further information on these restricted loans. (b)At December 31, 2023 and 2022, loan receivables included deferred costs, net of deferred income, of $213 million and $237 million, respectively (c)At December 31, 2023, $22.4 billion of loan receivables were pledged by the Bank as collateral to the Federal Reserve to secure Federal Reserve discount window advances. --- ## Modified: Ongoing changes to the regulatory framework applicable to us have had, and may continue to have, a significant impact on our business, financial condition and results of operations. **Key changes:** - Reworded sentence: "Ongoing changes to the regulatory framework applicable to us have had, and may continue to have, a significant adverse impact on our business, results of operations and financial condition." - Reworded sentence: "We describe certain provisions of the Dodd-Frank Act and other legislative and regulatory developments in "Regulation - Regulation Relating to Our Business." The EGRRCPA and related regulatory reform initiatives modified many of the Dodd-Frank Act's requirements, including provisions in the Tailoring Rules that apply certain enhanced prudential standards to covered savings and loan holding companies." **Prior (2023):** The Dodd-Frank Act and regulations promulgated thereunder have had, and may continue to have, a significant adverse impact on our business, results of operations and financial condition. For example, the Dodd-Frank Act and related regulations restrict certain business practices, impose stringent capital, liquidity and leverage ratio requirements, as well as additional costs (including increased compliance costs and increased costs of funding raised through the issuance of asset-backed securities), on us, and impact the value of our assets. In addition, the Dodd-Frank Act requires us to serve as a source of financial strength for any insured depository institution we control, such as the Bank. Such support may be required by the Federal Reserve Board at times when we might otherwise determine not to provide it or when doing so is not otherwise in the interest of Synchrony or its stockholders, noteholders or creditors. We describe certain provisions of the Dodd-Frank Act and other legislative and regulatory developments in "Regulation - Regulation Relating to Our Business." The EGRRCPA and related regulatory reform initiatives, including the Tailoring Rules, have modified many of the Dodd-Frank Act's requirements that apply to us. While certain aspects of these legislative and regulatory changes reduce regulatory burdens for us, other aspects, including the application of enhanced prudential standards, formal capital plan submission requirements, and the stress capital buffer to large covered savings and loan holding companies, would impose additional requirements and constraints on us if in the future we had average total consolidated assets of $100 billion or more based on a four quarter average, and additional rulemaking may impose new capital requirements and limitations on our ability to pay dividends or redeem or repurchase our stock. 96 96 96 Further, the recent and possible future changes to the regulatory framework applicable to Synchrony and the Bank, and any potential additional rulemaking make it difficult to assess the overall financial impact of the Dodd-Frank Act and related regulatory developments on us and across the industry. **Current (2024):** Ongoing changes to the regulatory framework applicable to us have had, and may continue to have, a significant adverse impact on our business, results of operations and financial condition. For example, the Dodd-Frank Act and related regulations restrict certain business practices, impose stringent capital, liquidity and leverage ratio requirements, as well as additional costs (including increased compliance costs and increased costs of funding raised through the issuance of asset-backed securities), on us, and impact the value of our assets. In addition, the Dodd-Frank Act requires us to serve as a source of financial strength for any insured depository institution we control, such as the Bank. Such support may be required by the Federal Reserve Board at times when we might otherwise determine not to provide it or when doing so is not otherwise in the interest of Synchrony or its stockholders, noteholders or creditors. We describe certain provisions of the Dodd-Frank Act and other legislative and regulatory developments in "Regulation - Regulation Relating to Our Business." The EGRRCPA and related regulatory reform initiatives modified many of the Dodd-Frank Act's requirements, including provisions in the Tailoring Rules that apply certain enhanced prudential standards to covered savings and loan holding companies. As a result, because we had average total consolidated assets of $100 billion or more based on a four quarter average as of March 31, 2023, following applicable transition periods we will become subject to biennial supervisory stress tests, formal capital plan submission requirements, and the stress capital buffer, which will impose additional requirements and constraints on us. 100 100 100 Additional rulemaking may impose new capital requirements and limitations on our ability to pay dividends or redeem or repurchase our stock, increase liquidity requirements, require changes to our funding strategy and/or increase our funding and operating costs. Such additional rulemaking includes an existing rule proposal to change the regulatory capital requirements for U.S. banking organizations with at least $100 billion in total assets, and an existing proposal to require depository institution holding companies with $100 billion or more in assets to issue minimum amounts of long-term debt and maintain "clean" holding companies. See "Regulation - Regulation Relating to Our Business - Savings and Loan Holding Company Regulation - Capital" and "Regulation - Regulation Relating to Our Business - Savings and Loan Holding Company Regulation - Resolution. Further, the recent and possible future changes to the regulatory framework applicable to Synchrony and the Bank, and any potential additional rulemaking make it difficult to assess the overall financial impact of the Dodd-Frank Act and related regulatory developments on us and across the industry. --- ## Modified: ____________________________________________________________________________________________ **Key changes:** - Reworded sentence: "For the years ended December 31 ($ in millions)202320222021Cash flows - operating activitiesNet earnings$2,238 $3,016 $4,221 Adjustments to reconcile net earnings to cash provided from operating activitiesProvision for credit losses5,965 3,375 726 Deferred income taxes(458)(421)219 Depreciation and amortization458 419 390 (Increase) decrease in interest and fees receivable(645)(197)424 (Increase) decrease in other assets7 21 37 Increase (decrease) in accrued expenses and other liabilities293 (93)560 All other operating activities735 574 522 Cash provided from (used for) operating activities8,593 6,694 7,099 Cash flows - investing activitiesMaturity and sales of debt securities5,011 3,984 5,080 Purchases of debt securities(3,623)(3,866)(2,990)Proceeds from sale of loan receivables - 3,930 23 Net (increase) decrease in loan receivables, including held for sale(14,900)(13,733)(6,378)All other investing activities (722)(549)(549)Cash provided from (used for) investing activities(14,234)(10,234)(4,814)Cash flows - financing activitiesBorrowings of consolidated securitization entitiesProceeds from issuance of securitized debt2,294 2,720 2,361 Maturities and repayment of securitized debt(1,257)(3,784)(2,886)Senior and subordinated unsecured notesProceeds from issuance of senior and subordinated unsecured notes740 2,235 744 Maturities and repayment of senior and subordinated unsecured notes - (1,500)(1,500)Dividends paid on preferred stock(42)(42)(42)Net increase (decrease) in deposits9,437 9,453 (534)Purchases of treasury stock(1,112)(3,320)(2,876)Dividends paid on common stock(406)(434)(500)All other financing activities(22)(44)29 Cash provided from (used for) financing activities9,632 5,284 (5,204)Increase (decrease) in cash and equivalents, including restricted and held for sale amounts3,991 1,744 (2,919)Cash and equivalents, including restricted amounts, at beginning of year10,430 8,686 11,605 Cash and equivalents at end of year:Cash and equivalents14,259 10,294 8,337 Restricted cash and equivalents included in other assets50 136 349 Cash and equivalents, including restricted amounts, held for sale112 - $ - Total cash and equivalents, including restricted and held for sale amounts, at end of year$14,421 $10,430 $8,686 Supplemental disclosure of cash flow informationCash paid during the year for interest$(3,551)$(1,356)$(1,034)Cash paid during the year for income taxes$(1,125)$(1,290)$(1,112) Senior and subordinated unsecured notes Proceeds from issuance of senior and subordinated unsecured notes Maturities and repayment of senior and subordinated unsecured notes See accompanying notes to consolidated financial statements." **Prior (2023):** We are providing the following summary of the risk factors contained in this Annual Report on Form 10-K to enhance the readability and accessibility of our risk factor disclosures. We encourage you to carefully review the full risk factors contained in this Annual Report on Form 10-K in their entirety for additional information regarding the material factors that make an investment in our securities speculative or risky. These risks and uncertainties include, but are not limited to, the following: **Current (2024):** We are providing the following summary of the risk factors contained in this Annual Report on Form 10-K to enhance the readability and accessibility of our risk factor disclosures. We encourage you to carefully review the full risk factors contained in this Annual Report on Form 10-K in their entirety for additional information regarding the material factors that make an investment in our securities speculative or risky. These risks and uncertainties include, but are not limited to, the following: --- ## Modified: NOTE 8. DEPOSITS **Key changes:** - Reworded sentence: "Deposits 20232022At December 31 ($ in millions)AmountAverage rate(a)AmountAverage rate(a)Interest-bearing deposits$80,789 3.9 %$71,336 1.5 %Non-interest-bearing deposits364 - 399 - Total deposits$81,153 $71,735" **Prior (2023):** Deposits 20222021At December 31 ($ in millions)AmountAverage rate(a)AmountAverage rate(a)Interest-bearing deposits$71,336 1.5 %$61,911 0.9 %Non-interest-bearing deposits399 - 359 - Total deposits$71,735 $62,270 **Current (2024):** Deposits 20232022At December 31 ($ in millions)AmountAverage rate(a)AmountAverage rate(a)Interest-bearing deposits$80,789 3.9 %$71,336 1.5 %Non-interest-bearing deposits364 - 399 - Total deposits$81,153 $71,735 --- ## Modified: Balance at December 31, 2023 **Key changes:** - Reworded sentence: "127 127 127 ($ in millions)Balance at January 1, 2022Provision charged to operationsGross charge-offsRecoveriesOtherBalance at December 31, 2022Credit cards$8,512 $3,105 $(3,202)$810 $ - $9,225 Consumer installment loans115 173 (97)17 - 208 Commercial credit products59 91 (70)7 - 87 Other2 6 (1) - - 7 Total$8,688 $3,375 $(3,370)$834 $ - $9,527" **Prior (2023):** ($ in millions)Balance at January 1, 2022Provision charged to operationsGross charge-offsRecoveriesOtherBalance at December 31, 2022Credit cards$8,512 $3,105 $(3,202)$810 $ - $9,225 Consumer installment loans115 173 (97)17 - 208 Commercial credit products59 91 (70)7 - 87 Other2 6 (1) - - 7 Total$8,688 $3,375 $(3,370)$834 $ - $9,527 **Current (2024):** 127 127 127 ($ in millions)Balance at January 1, 2022Provision charged to operationsGross charge-offsRecoveriesOtherBalance at December 31, 2022Credit cards$8,512 $3,105 $(3,202)$810 $ - $9,225 Consumer installment loans115 173 (97)17 - 208 Commercial credit products59 91 (70)7 - 87 Other2 6 (1) - - 7 Total$8,688 $3,375 $(3,370)$834 $ - $9,527 --- ## Modified: NOTE 5. LOAN RECEIVABLES AND ALLOWANCE FOR CREDIT LOSSES **Key changes:** - Reworded sentence: "At December 31 ($ in millions)20232022Credit cards$97,043 $87,630 Consumer installment loans3,977 3,056 Commercial credit products1,839 1,682 Other 129 102 Total loan receivables, before allowance for credit losses(a)(b)(c)$102,988 $92,470" **Prior (2023):** At December 31 ($ in millions)20222021Credit cards$87,630 $76,628 Consumer installment loans3,056 2,675 Commercial credit products1,682 1,372 Other 102 65 Total loan receivables, before allowance for credit losses(a)(b)$92,470 $80,740 **Current (2024):** At December 31 ($ in millions)20232022Credit cards$97,043 $87,630 Consumer installment loans3,977 3,056 Commercial credit products1,839 1,682 Other 129 102 Total loan receivables, before allowance for credit losses(a)(b)(c)$102,988 $92,470 --- ## Modified: Additional Sources of Liquidity **Key changes:** - Reworded sentence: "We have undrawn committed capacity under certain credit facilities, primarily related to our securitization programs and also have access to the Federal Reserve discount window." **Prior (2023):** As additional sources of liquidity, we have undrawn committed capacity under certain credit facilities, primarily related to our securitization programs. At December 31, 2022, we had an aggregate of $2.5 billion of undrawn committed capacity under our securitization financings, subject to customary borrowing conditions, from private lenders under our securitization programs, and an aggregate of $0.5 billion of undrawn committed capacity under our unsecured revolving credit facility with private lenders. 129 129 129 **Current (2024):** We have undrawn committed capacity under certain credit facilities, primarily related to our securitization programs and also have access to the Federal Reserve discount window. At December 31, 2023 and 2022, we had an aggregate of $2.5 billion of undrawn committed capacity under our securitization financings, subject to customary borrowing conditions, from private lenders under our securitization programs, and an aggregate of $0.5 billion of undrawn committed capacity under our unsecured revolving credit facility with private lenders. At December 31, 2023 and 2022, we had $10.4 billion and $0.1 billion, respectively, in undrawn Federal Reserve discount window borrowing capacity based on the amount and type of assets pledged. 138 138 138 --- ## Modified: ____________________________________________________________________________________________ **Key changes:** - Reworded sentence: "At December 31 ($ in millions)20232022Assets Cash and equivalents$14,259 $10,294 Debt securities (Note 4)3,799 4,879 Loan receivables: (Notes 5 and 6)Unsecuritized loans held for investment81,554 72,638 Restricted loans of consolidated securitization entities21,434 19,832 Total loan receivables102,988 92,470 Less: Allowance for credit losses (10,571)(9,527)Loan receivables, net92,417 82,943 Goodwill (Note 7)1,018 1,105 Intangible assets, net (Note 7)815 742 Other assets4,915 4,601 Assets held for sale (Note 3)256 - Total assets$117,479 $104,564 Liabilities and EquityDeposits: (Note 8)Interest-bearing deposit accounts$80,789 $71,336 Non-interest-bearing deposit accounts364 399 Total deposits81,153 71,735 Borrowings: (Notes 6 and 9)Borrowings of consolidated securitization entities7,267 6,227 Senior and subordinated unsecured notes8,715 7,964 Total borrowings15,982 14,191 Accrued expenses and other liabilities6,334 5,765 Liabilities held for sale (Note 3)107 - Total liabilities$103,576 $91,691 Equity:Preferred stock, par share value $0.001 per share; 750,000 shares authorized; 750,000 shares issued and outstanding at both December 31, 2023 and 2022 and aggregate liquidation preference of $750 at both December 31, 2023 and 2022$734 $734 Common stock, par share value 0.001 per share; 4,000,000,000 shares authorized; 833,984,684 shares issued at both December 31, 2023 and 2022; 406,875,775 and 438,216,755 shares outstanding at December 31, 2023 and 2022, respectively1 1 Additional paid-in capital9,775 9,718 Retained earnings18,662 16,716 Accumulated other comprehensive income (loss):Debt securities(33)(93)Currency translation adjustments(38)(38)Employee benefit plans3 6 Treasury stock, at cost; 427,108,909 and 395,767,929 shares at December 31, 2023 and 2022, respectively(15,201)(14,171)Total equity13,903 12,873 Total liabilities and equity$117,479 $104,564 Senior and subordinated unsecured notes Preferred stock, par share value $0.001 per share; 750,000 shares authorized; 750,000 shares issued and outstanding at both December 31, 2023 and 2022 and aggregate liquidation preference of $750 at both December 31, 2023 and 2022 Common stock, par share value 0.001 per share; 4,000,000,000 shares authorized; 833,984,684 shares issued at both December 31, 2023 and 2022; 406,875,775 and 438,216,755 shares outstanding at December 31, 2023 and 2022, respectively Treasury stock, at cost; 427,108,909 and 395,767,929 shares at December 31, 2023 and 2022, respectively See accompanying notes to consolidated financial statements." **Prior (2023):** We are providing the following summary of the risk factors contained in this Annual Report on Form 10-K to enhance the readability and accessibility of our risk factor disclosures. We encourage you to carefully review the full risk factors contained in this Annual Report on Form 10-K in their entirety for additional information regarding the material factors that make an investment in our securities speculative or risky. These risks and uncertainties include, but are not limited to, the following: **Current (2024):** We are providing the following summary of the risk factors contained in this Annual Report on Form 10-K to enhance the readability and accessibility of our risk factor disclosures. We encourage you to carefully review the full risk factors contained in this Annual Report on Form 10-K in their entirety for additional information regarding the material factors that make an investment in our securities speculative or risky. These risks and uncertainties include, but are not limited to, the following: --- ## Modified: New Accounting Standards **Key changes:** - Reworded sentence: "Newly Adopted Accounting Standards In March 2022, the FASB issued ASU No." - Reworded sentence: "The Company adopted this guidance as of January 1, 2023, on a modified retrospective basis, which resulted in the recognition of the effects of adoption through a cumulative-effect adjustment to retained earnings." **Prior (2023):** Recently Issued But Not Yet Adopted Accounting Standards In March 2022, the FASB issued ASU No. 2022-02, Financial Instruments - Credit Losses (Topic 326): Troubled Debt Restructurings and Vintage Disclosures. This ASU eliminates the separate recognition and measurement guidance for Troubled Debt Restructurings ("TDRs") by creditors. The elimination of the TDR guidance may be adopted prospectively for loan modifications after adoption or on a modified retrospective basis, which would also apply to loans previously modified, resulting in a cumulative effect adjustment to retained earnings in the period of adoption for changes in the allowance for credit losses. The Company will adopt this guidance on its effective date, which for us is January 1, 2023, on a modified retrospective basis. Based on our current stage of implementation, we estimate the adoption will result in a decrease of approximately $0.3 billion, or 3%, to the Company's allowance for credit losses. **Current (2024):** Newly Adopted Accounting Standards In March 2022, the FASB issued ASU No. 2022-02, Financial Instruments - Credit Losses (Topic 326): Troubled Debt Restructurings and Vintage Disclosures. This ASU eliminates the separate recognition and measurement guidance for Troubled Debt Restructurings ("TDRs") by creditors. The elimination of the TDR guidance may be adopted prospectively for loan modifications after adoption or on a modified retrospective basis, which would also apply to loans previously modified, resulting in a cumulative effect adjustment to retained earnings in the period of adoption for changes in the allowance for credit losses. The Company adopted this guidance as of January 1, 2023, on a modified retrospective basis, which resulted in the recognition of the effects of adoption through a cumulative-effect adjustment to retained earnings. As a result of adoption, we incurred a reduction of $294 million to the Company's allowance for credit losses, and a corresponding increase, net of tax effect, to retained earnings of $222 million. Subsequent updates to our estimate of expected credit losses have been recorded through the provision for credit losses in our Consolidated Statements of Earnings. Recently Issued But Not Yet Adopted Accounting Standards In November 2023, the FASB issued ASU 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures. This ASU improves reportable segment disclosure requirements and requires enhanced disclosures about significant segment expenses. The Company will adopt this guidance on a retrospective basis on its effective date, which for us is beginning within our December 31, 2024 Form 10-K. In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures. This ASU requires disclosure of specific categories in the rate reconciliation, as well as additional qualitative information about the reconciliation, and additional disaggregated information about income taxes paid. The Company will adopt this guidance on its effective date, which for us is beginning within our December 31, 2025 Form 10-K, and is currently determining the method of adoption. --- ## Modified: Payment Defaults **Key changes:** - Reworded sentence: "The following table presents the type, number and amount of loans accounted for as TDRs that enrolled in a modification program within the previous 12 months from the applicable balance sheet date and experienced a payment default and charged-off during the prior year periods presented." **Prior (2023):** The following table presents the type, number and amount of loans accounted for as TDRs that enrolled in a modification plan within the previous 12 months from the applicable balance sheet date and experienced a payment default and charged-off during the periods presented. Years ended December 31,202220212020($ in millions)Accounts defaultedLoans defaultedAccounts defaultedLoans defaultedAccounts defaultedLoans defaultedCredit cards60,010 $134 40,776 $103 30,743 $80 Consumer installment loans - - - - - - Commercial credit products134 1 91 - 164 1 Total60,144 $135 40,867 $103 30,907 $81 **Current (2024):** The following table presents the type, number and amount of loans to borrowers experiencing financial difficulty that enrolled in a long-term modification program during the year ended December 31, 2023 and experienced a payment default and charged-off during the year: Year ended December 31, 2023($ in millions, accounts in thousands)Accounts defaultedLoans defaultedCredit cards96 $233 Consumer installment loans - - Commercial credit products - 2 Total96 $235 --- ## Modified: Synchrony Financial **Key changes:** - Reworded sentence: "At December 31, 2023 ($ in millions)ActualMinimum for capital adequacy purposesAmountRatio(a)AmountRatio(b)Total risk-based capital$15,464 14.9 %$8,277 8.0 %Tier 1 risk-based capital$13,334 12.9 %$6,208 6.0 %Tier 1 leverage$13,334 11.7 %$4,563 4.0 %Common equity Tier 1 capital$12,600 12.2 %$4,656 4.5 % At December 31, 2023 ($ in millions) Ratio(a) Ratio(b) At December 31, 2022 ($ in millions)Actual(c)Minimum for capital adequacy purposesAmountRatio(a)AmountRatio(b)Total risk-based capital$14,253 15.5 %$7,369 8.0 %Tier 1 risk-based capital$13,026 14.1 %$5,527 6.0 %Tier 1 leverage$13,026 12.7 %$4,096 4.0 %Common equity Tier 1 capital$12,292 13.3 %$4,145 4.5 % At December 31, 2022 ($ in millions) Actual(c) Ratio(a) Ratio(b)" **Prior (2023):** At December 31, 2022 ($ in millions)ActualMinimum for capital adequacy purposesAmountRatio(a)AmountRatio(b)Total risk-based capital$13,713 15.0 %$7,328 8.0 %Tier 1 risk-based capital$12,493 13.6 %$5,496 6.0 %Tier 1 leverage$12,493 12.3 %$4,075 4.0 %Common equity Tier 1 capital$11,759 12.8 %$4,122 4.5 % At December 31, 2022 ($ in millions) Ratio(a) Ratio(b) At December 31, 2021 ($ in millions)ActualMinimum for capital adequacy purposesAmountRatio(a)AmountRatio(b)Total risk-based capital$15,122 17.8 %$6,796 8.0 %Tier 1 risk-based capital$14,003 16.5 %$5,097 6.0 %Tier 1 leverage$14,003 14.7 %$3,800 4.0 %Common equity Tier 1 capital$13,269 15.6 %$3,823 4.5 % At December 31, 2021 ($ in millions) Ratio(a) Ratio(b) **Current (2024):** At December 31, 2023 ($ in millions)ActualMinimum for capital adequacy purposesAmountRatio(a)AmountRatio(b)Total risk-based capital$15,464 14.9 %$8,277 8.0 %Tier 1 risk-based capital$13,334 12.9 %$6,208 6.0 %Tier 1 leverage$13,334 11.7 %$4,563 4.0 %Common equity Tier 1 capital$12,600 12.2 %$4,656 4.5 % At December 31, 2023 ($ in millions) Ratio(a) Ratio(b) At December 31, 2022 ($ in millions)Actual(c)Minimum for capital adequacy purposesAmountRatio(a)AmountRatio(b)Total risk-based capital$14,253 15.5 %$7,369 8.0 %Tier 1 risk-based capital$13,026 14.1 %$5,527 6.0 %Tier 1 leverage$13,026 12.7 %$4,096 4.0 %Common equity Tier 1 capital$12,292 13.3 %$4,145 4.5 % At December 31, 2022 ($ in millions) Actual(c) Ratio(a) Ratio(b) --- ## Modified: Synchrony Bank **Key changes:** - Reworded sentence: "At December 31, 2023 ($ in millions)ActualMinimum for capital adequacy purposesMinimum to be well-capitalized under prompt corrective action provisionsAmountRatio(a)AmountRatio(b)AmountRatioTotal risk-based capital$14,943 15.3 %$7,822 8.0 %$9,778 10.0 %Tier 1 risk-based capital$12,880 13.2 %$5,867 6.0 %$7,822 8.0 %Tier 1 leverage$12,880 12.0 %$4,302 4.0 %$5,377 5.0 %Common equity Tier 1 capital$12,880 13.2 %$4,400 4.5 %$6,356 6.5 % At December 31, 2023 ($ in millions) Ratio(a) Ratio(b) At December 31, 2022 ($ in millions)Actual(c)Minimum for capital adequacy purposesMinimum to be well-capitalized under prompt corrective action provisionsAmountRatio(a)AmountRatio(b)AmountRatioTotal risk-based capital$13,860 16.1 %$6,881 8.0 %$8,601 10.0 %Tier 1 risk-based capital$12,714 14.8 %$5,161 6.0 %$6,881 8.0 %Tier 1 leverage$12,714 13.3 %$3,812 4.0 %$4,765 5.0 %Common equity Tier 1 capital$12,714 14.8 %$3,870 4.5 %$5,591 6.5 % At December 31, 2022 ($ in millions) Actual(c) Ratio(a) Ratio(b) _______________________ (a)Capital ratios are calculated based on the Basel III Standardized Approach rules." **Prior (2023):** At December 31, 2022 ($ in millions)ActualMinimum for capital adequacy purposesMinimum to be well-capitalized under prompt corrective action provisionsAmountRatio(a)AmountRatio(b)AmountRatioTotal risk-based capital$13,313 15.6 %$6,838 8.0 %$8,547 10.0 %Tier 1 risk-based capital$12,174 14.2 %$5,128 6.0 %$6,838 8.0 %Tier 1 leverage$12,174 12.8 %$3,790 4.0 %$4,738 5.0 %Common equity Tier 1 capital$12,174 14.2 %$3,846 4.5 %$5,556 6.5 % At December 31, 2022 ($ in millions) Ratio(a) Ratio(b) At December 31, 2021 ($ in millions)ActualMinimum for capital adequacy purposesMinimum to be well-capitalized under prompt corrective action provisionsAmountRatio(a)AmountRatio(b)AmountRatioTotal risk-based capital$14,091 18.3 %$6,175 8.0 %$7,718 10.0 %Tier 1 risk-based capital$13,075 16.9 %$4,631 6.0 %$6,175 8.0 %Tier 1 leverage$13,075 15.1 %$3,455 4.0 %$4,318 5.0 %Common equity Tier 1 capital$13,075 16.9 %$3,473 4.5 %$5,017 6.5 % At December 31, 2021 ($ in millions) Ratio(a) Ratio(b) _______________________ (a)Capital ratios are calculated based on the Basel III Standardized Approach rules. Capital amounts and ratios at December 31, 2022 in the above tables reflect the applicable CECL regulatory capital transition adjustment. (b)At December 31, 2022 and 2021, Synchrony Financial and the Bank also must maintain a capital conservation buffer of common equity Tier 1 capital in excess of minimum risk-based capital ratios by at least 2.5 percentage points to avoid limits on capital distributions and certain discretionary bonus payments to executive officers and similar employees. The Bank may pay dividends on its stock, with consent or non-objection from the OCC and the Federal Reserve Board, among other things, if its regulatory capital would not thereby be reduced below the applicable regulatory capital requirements. 133 133 133 **Current (2024):** At December 31, 2023 ($ in millions)ActualMinimum for capital adequacy purposesMinimum to be well-capitalized under prompt corrective action provisionsAmountRatio(a)AmountRatio(b)AmountRatioTotal risk-based capital$14,943 15.3 %$7,822 8.0 %$9,778 10.0 %Tier 1 risk-based capital$12,880 13.2 %$5,867 6.0 %$7,822 8.0 %Tier 1 leverage$12,880 12.0 %$4,302 4.0 %$5,377 5.0 %Common equity Tier 1 capital$12,880 13.2 %$4,400 4.5 %$6,356 6.5 % At December 31, 2023 ($ in millions) Ratio(a) Ratio(b) At December 31, 2022 ($ in millions)Actual(c)Minimum for capital adequacy purposesMinimum to be well-capitalized under prompt corrective action provisionsAmountRatio(a)AmountRatio(b)AmountRatioTotal risk-based capital$13,860 16.1 %$6,881 8.0 %$8,601 10.0 %Tier 1 risk-based capital$12,714 14.8 %$5,161 6.0 %$6,881 8.0 %Tier 1 leverage$12,714 13.3 %$3,812 4.0 %$4,765 5.0 %Common equity Tier 1 capital$12,714 14.8 %$3,870 4.5 %$5,591 6.5 % At December 31, 2022 ($ in millions) Actual(c) Ratio(a) Ratio(b) _______________________ (a)Capital ratios are calculated based on the Basel III Standardized Approach rules. Capital amounts and ratios at December 31, 2023 in the above tables reflect the applicable CECL regulatory capital transition adjustment. (b)At December 31, 2023 and 2022, Synchrony Financial and the Bank also must maintain a capital conservation buffer of common equity Tier 1 capital in excess of minimum risk-based capital ratios by at least 2.5 percentage points to avoid limits on capital distributions and certain discretionary bonus payments to executive officers and similar employees. (c)Prior period amounts have been recast to reflect the change in presentation of contract costs related to our retailer partner agreements on our Consolidated Statements of Financial Condition. See Note 2. Basis of Presentation and Summary of Significant Accounting Policies to our consolidated financial statements for additional information. (c) Prior period amounts have been recast to reflect the change in presentation of contract costs related to our retailer partner agreements on our Consolidated Statements of Financial Condition. See Note 2. Basis of Presentation and Summary of Significant Accounting Policies The Bank may pay dividends on its stock, with consent or non-objection from the OCC and the Federal Reserve Board, among other things, if its regulatory capital would not thereby be reduced below the applicable regulatory capital requirements. 142 142 142 --- ## Modified: Debt Maturities **Key changes:** - Reworded sentence: "The following table summarizes the maturities of the principal amount of our borrowings of consolidated securitization entities and senior and subordinated unsecured notes over the next five years and thereafter: ($ in millions)20242025202620272028ThereafterBorrowings$4,225 $5,300 $2,750 $1,600 $ - $2,150 137 137 137" **Prior (2023):** The following table summarizes the maturities of the principal amount of our borrowings of consolidated securitization entities and senior unsecured notes over the next five years and thereafter: ($ in millions)20232024202520262027ThereafterBorrowings$1,707 $3,500 $5,525 $500 $1,600 $1,400 **Current (2024):** The following table summarizes the maturities of the principal amount of our borrowings of consolidated securitization entities and senior and subordinated unsecured notes over the next five years and thereafter: ($ in millions)20242025202620272028ThereafterBorrowings$4,225 $5,300 $2,750 $1,600 $ - $2,150 137 137 137 --- ## Modified: Interest Income by Product **Key changes:** - Reworded sentence: "The following table provides additional information about our interest and fees on loans, including merchant discounts, from our loan receivables, including held for sale: For the years ended December 31 ($ in millions)202320222021Credit cards(a)$19,341 $16,471 $14,880 Consumer installment loans401 287 241 Commercial credit products150 117 103 Other10 6 4 Total(b)$19,902 $16,881 $15,228 Credit cards(a) Total(b) _______________________ (a)Interest income on credit cards that was reversed related to accrued interest and fees receivables written off was $1.8 billion, $1.1 billion and $1.0 billion for the years ended December 31, 2023, 2022 and 2021, respectively." **Prior (2023):** The following table provides additional information about our interest and fees on loans, including merchant discounts, from our loan receivables, including held for sale: For the years ended December 31 ($ in millions)202220212020Credit cards(a)$16,471 $14,880 $15,672 Consumer installment loans287 241 168 Commercial credit products117 103 108 Other6 4 2 Total$16,881 $15,228 $15,950 Credit cards(a) _______________________ (a)Interest income on credit cards that was reversed related to accrued interest receivables written off was $1.1 billion and $1.0 billion for the years ended December 31, 2022 and 2021, respectively. **Current (2024):** The following table provides additional information about our interest and fees on loans, including merchant discounts, from our loan receivables, including held for sale: For the years ended December 31 ($ in millions)202320222021Credit cards(a)$19,341 $16,471 $14,880 Consumer installment loans401 287 241 Commercial credit products150 117 103 Other10 6 4 Total(b)$19,902 $16,881 $15,228 Credit cards(a) Total(b) _______________________ (a)Interest income on credit cards that was reversed related to accrued interest and fees receivables written off was $1.8 billion, $1.1 billion and $1.0 billion for the years ended December 31, 2023, 2022 and 2021, respectively. (b)Deferred merchant discounts to be recognized in interest income at December 31, 2023 and December 31, 2022, were $1.9 billion and $1.7 billion, respectively, which are included in Accrued expenses and other liabilities in our Consolidated Statements of Financial Position. 133 133 133 --- ## Modified: NOTE 9. BORROWINGS **Key changes:** - Reworded sentence: "20232022At December 31 ($ in millions)Maturity dateInterest RateWeighted average interest rateOutstanding Amount(a)(b)Outstanding Amount(a)(b)Borrowings of consolidated securitization entities:Fixed securitized borrowings2025 - 20263.37% - 5.74%4.62 %$3,417 $2,377 Floating securitized borrowings2024 - 20266.10% - 6.38%6.22 %3,850 3,850 Total borrowings of consolidated securitization entities5.47 %7,267 6,227 Senior unsecured notes:Synchrony Financial senior unsecured notes:Fixed senior unsecured notes2024 - 20312.87% - 5.15%4.22 %6,480 6,473 Synchrony Bank senior unsecured notes:Fixed senior unsecured notes2025 - 20275.40% - 5.63%5.49 %1,494 1,491 Total senior unsecured notes4.45 %7,974 7,964 Subordinated unsecured notes:Synchrony Financial subordinated unsecured notes:Fixed subordinated unsecured notes20337.25%7.25 %741 - Total senior and subordinated unsecured notes4.69 %8,715 7,964 Total borrowings$15,982 $14,191" **Prior (2023):** 20222021At December 31 ($ in millions)Maturity dateInterest RateWeighted average interest rateOutstanding Amount(a)Outstanding Amount(a)Borrowings of consolidated securitization entities:Fixed securitized borrowings2023 - 20253.37% - 3.87%3.55 %$2,377 $3,188 Floating securitized borrowings2023 - 20255.01% - 5.58%5.17 %3,850 4,100 Total borrowings of consolidated securitization entities4.55 %6,227 7,288 Senior unsecured notes:Synchrony Financial senior unsecured notes:Fixed senior unsecured notes2024 - 20312.87% - 5.15%4.22 %6,473 6,470 Synchrony Bank senior unsecured notes:Fixed senior unsecured notes2025 - 20275.40% - 5.63%5.49 %1,491 749 Total senior unsecured notes4.46 %7,964 7,219 Total borrowings$14,191 $14,507 **Current (2024):** 20232022At December 31 ($ in millions)Maturity dateInterest RateWeighted average interest rateOutstanding Amount(a)(b)Outstanding Amount(a)(b)Borrowings of consolidated securitization entities:Fixed securitized borrowings2025 - 20263.37% - 5.74%4.62 %$3,417 $2,377 Floating securitized borrowings2024 - 20266.10% - 6.38%6.22 %3,850 3,850 Total borrowings of consolidated securitization entities5.47 %7,267 6,227 Senior unsecured notes:Synchrony Financial senior unsecured notes:Fixed senior unsecured notes2024 - 20312.87% - 5.15%4.22 %6,480 6,473 Synchrony Bank senior unsecured notes:Fixed senior unsecured notes2025 - 20275.40% - 5.63%5.49 %1,494 1,491 Total senior unsecured notes4.45 %7,974 7,964 Subordinated unsecured notes:Synchrony Financial subordinated unsecured notes:Fixed subordinated unsecured notes20337.25%7.25 %741 - Total senior and subordinated unsecured notes4.69 %8,715 7,964 Total borrowings$15,982 $14,191 --- ## Modified: Troubled Debt Restructurings **Key changes:** - Reworded sentence: "Under our modified retrospective adoption of ASU 2022-02, the following information on loan modifications for periods prior to January 1, 2023 are presented in accordance with the applicable accounting standards in effect at that time." - Reworded sentence: "At December 31, 2022 ($ in millions)Total recordedinvestmentRelated allowanceNet recorded investmentUnpaid principal balanceCredit cards$1,355 $(600)$755 $1,206 Consumer installment loans - - - - Commercial credit products4 (2)2 4 Total$1,359 $(602)$757 $1,210 At December 31, 2022 ($ in millions) 131 131 131" **Prior (2023):** We use certain loan modification programs for borrowers experiencing financial difficulties. These loan modification programs include interest rate reductions and payment deferrals in excess of three months, which were not part of the terms of the original contract. Our TDR loans do not include loans that are classified as loan receivables held for sale. We have both internal and external loan modification programs. We primarily use long-term modification programs for borrowers experiencing financial difficulty as a loss mitigation strategy to improve long-term collectability of the loans that are classified as TDRs. The long-term programs involve changing the structure of the loan to a fixed payment loan with a maturity no longer than 60 months, reducing the interest rate on the loan, and stopping the assessment of penalty fees. We also make long-term loan modifications for customers who request financial assistance through external sources, such as through consumer credit counseling service agencies. Long-term loan modification programs do not normally include the forgiveness of unpaid principal, interest or fees. The following table provides information on our TDR loan modifications during the periods presented: For the years ended December 31 ($ in millions)20222021Credit cards$993 $770 Consumer installment loans - - Commercial credit products3 2 Total$996 $772 Our allowance for credit losses on TDRs is generally measured based on the difference between the recorded loan receivable and the present value of the expected future cash flows, discounted at the original effective interest rate of the loan. Interest income from loans accounted for as TDRs is accounted for in the same manner as other accruing loans. The following table provides information about loans classified as TDRs and specific reserves. We do not evaluate credit card loans on an individual basis but instead estimate an allowance for credit losses on a collective basis. At December 31, 2022 ($ in millions)Total recordedinvestmentRelated allowanceNet recorded investmentUnpaid principal balanceCredit cards$1,355 $(600)$755 $1,206 Consumer installment loans - - - - Commercial credit products4 (2)2 4 Total$1,359 $(602)$757 $1,210 At December 31, 2022 ($ in millions) At December 31, 2021 ($ in millions)Total recordedinvestmentRelated allowanceNet recorded investmentUnpaid principal balanceCredit cards$1,171 $(481)$690 $1,053 Consumer installment loans - - - - Commercial credit products3 (1)2 3 Total$1,174 $(482)$692 $1,056 At December 31, 2021 ($ in millions) 123 123 123 **Current (2024):** Under our modified retrospective adoption of ASU 2022-02, the following information on loan modifications for periods prior to January 1, 2023 are presented in accordance with the applicable accounting standards in effect at that time. The following table provides information on our TDR loan modifications during the prior year period presented: For the year ended December 31 ($ in millions)2022Credit cards$993 Consumer installment loans - Commercial credit products3 Total$996 Prior to January 1, 2023, our allowance for credit losses on TDRs was generally measured based on the difference between the recorded loan receivable and the present value of the expected future cash flows, discounted at the original effective interest rate of the loan. Interest income from loans accounted for as TDRs was accounted for in the same manner as other accruing loans. The following table provides information about loans classified as TDRs and specific reserves at December 31, 2022. We do not evaluate credit card loans on an individual basis but instead estimate an allowance for credit losses on a collective basis. At December 31, 2022 ($ in millions)Total recordedinvestmentRelated allowanceNet recorded investmentUnpaid principal balanceCredit cards$1,355 $(600)$755 $1,206 Consumer installment loans - - - - Commercial credit products4 (2)2 4 Total$1,359 $(602)$757 $1,210 At December 31, 2022 ($ in millions) 131 131 131 --- ## Modified: ____________________________________________________________________________________________ **Key changes:** - Reworded sentence: "For the years ended December 31 ($ in millions)202320222021Net earnings$2,238 $3,016 $4,221 Other comprehensive income (loss)Debt securities60 (97)(21)Currency translation adjustments - (12)(4)Employee benefit plans(3)53 7 Other comprehensive income (loss)57 (56)(18)Comprehensive income$2,295 $2,960 $4,203 Amounts presented net of taxes." **Prior (2023):** We are providing the following summary of the risk factors contained in this Annual Report on Form 10-K to enhance the readability and accessibility of our risk factor disclosures. We encourage you to carefully review the full risk factors contained in this Annual Report on Form 10-K in their entirety for additional information regarding the material factors that make an investment in our securities speculative or risky. These risks and uncertainties include, but are not limited to, the following: **Current (2024):** We are providing the following summary of the risk factors contained in this Annual Report on Form 10-K to enhance the readability and accessibility of our risk factor disclosures. We encourage you to carefully review the full risk factors contained in this Annual Report on Form 10-K in their entirety for additional information regarding the material factors that make an investment in our securities speculative or risky. These risks and uncertainties include, but are not limited to, the following: --- ## Modified: Consolidated Statements of Earnings ____________________________________________________________________________________ **Key changes:** - Reworded sentence: "For the years ended December 31($ in millions, except per share data)202320222021Interest income:Interest and fees on loans (Note 5)$19,902 $16,881 $15,228 Interest on cash and debt securities808 265 43 Total interest income20,710 17,146 15,271 Interest expense:Interest on deposits2,952 1,008 566 Interest on borrowings of consolidated securitization entities340 196 169 Interest on senior and subordinated unsecured notes419 317 297 Total interest expense3,711 1,521 1,032 Net interest income16,999 15,625 14,239 Retailer share arrangements(3,661)(4,331)(4,528)Provision for credit losses (Note 5)5,965 3,375 726 Net interest income, after retailer share arrangements and provision for credit losses7,373 7,919 8,985 Other income:Interchange revenue1,031 982 880 Protection product revenue510 387 284 Loyalty programs(1,370)(1,257)(992)Other118 268 309 Total other income289 380 481 Other expense:Employee costs1,884 1,681 1,501 Professional fees842 832 782 Marketing and business development 527 487 486 Information processing 712 623 550 Other 793 714 644 Total other expense 4,758 4,337 3,963 Earnings before provision for income taxes2,904 3,962 5,503 Provision for income taxes (Note 15)666 946 1,282 Net earnings$2,238 $3,016 $4,221 Net earnings available to common stockholders$2,196 $2,974 $4,179 Earnings per shareBasic$5.21 $6.19 $7.40 Diluted$5.19 $6.15 $7.34 Interest on senior and subordinated unsecured notes See accompanying notes to consolidated financial statements." **Prior (2023):** For the years ended December 31($ in millions, except per share data)202220212020Interest income:Interest and fees on loans (Note 4)$16,881 $15,228 $15,950 Interest on cash and debt securities265 43 117 Total interest income17,146 15,271 16,067 Interest expense:Interest on deposits1,008 566 1,094 Interest on borrowings of consolidated securitization entities196 169 237 Interest on senior unsecured notes317 297 334 Total interest expense1,521 1,032 1,665 Net interest income15,625 14,239 14,402 Retailer share arrangements(4,331)(4,528)(3,645)Provision for credit losses (Note 4)3,375 726 5,310 Net interest income, after retailer share arrangements and provision for credit losses7,919 8,985 5,447 Other income:Interchange revenue982 880 652 Debt cancellation fees387 284 278 Loyalty programs(1,257)(992)(649)Other268 309 124 Total other income380 481 405 Other expense:Employee costs1,681 1,501 1,380 Professional fees832 782 759 Marketing and business development 487 486 448 Information processing 623 550 492 Other 714 644 976 Total other expense 4,337 3,963 4,055 Earnings before provision for income taxes3,962 5,503 1,797 Provision for income taxes (Note 14)946 1,282 412 Net earnings$3,016 $4,221 $1,385 Net earnings available to common stockholders$2,974 $4,179 $1,343 Earnings per shareBasic$6.19 $7.40 $2.28 Diluted$6.15 $7.34 $2.27 See accompanying notes to consolidated financial statements. 105 105 105 **Current (2024):** For the years ended December 31($ in millions, except per share data)202320222021Interest income:Interest and fees on loans (Note 5)$19,902 $16,881 $15,228 Interest on cash and debt securities808 265 43 Total interest income20,710 17,146 15,271 Interest expense:Interest on deposits2,952 1,008 566 Interest on borrowings of consolidated securitization entities340 196 169 Interest on senior and subordinated unsecured notes419 317 297 Total interest expense3,711 1,521 1,032 Net interest income16,999 15,625 14,239 Retailer share arrangements(3,661)(4,331)(4,528)Provision for credit losses (Note 5)5,965 3,375 726 Net interest income, after retailer share arrangements and provision for credit losses7,373 7,919 8,985 Other income:Interchange revenue1,031 982 880 Protection product revenue510 387 284 Loyalty programs(1,370)(1,257)(992)Other118 268 309 Total other income289 380 481 Other expense:Employee costs1,884 1,681 1,501 Professional fees842 832 782 Marketing and business development 527 487 486 Information processing 712 623 550 Other 793 714 644 Total other expense 4,758 4,337 3,963 Earnings before provision for income taxes2,904 3,962 5,503 Provision for income taxes (Note 15)666 946 1,282 Net earnings$2,238 $3,016 $4,221 Net earnings available to common stockholders$2,196 $2,974 $4,179 Earnings per shareBasic$5.21 $6.19 $7.40 Diluted$5.19 $6.15 $7.34 Interest on senior and subordinated unsecured notes See accompanying notes to consolidated financial statements. 110 110 110 --- ## Modified: Outstanding Amount(a)(b) **Key changes:** - Reworded sentence: "3.37% - 5.74% 6.10% - 6.38% 2.87% - 5.15% 5.40% - 5.63% 7.25% ___________________ (a)Includes unamortized debt premiums, discounts and issuance costs." **Prior (2023):** 3.37% - 3.87% 5.01% - 5.58% 2.87% - 5.15% 5.40% - 5.63% ___________________ (a)The amounts presented above for outstanding borrowings include unamortized debt premiums, discounts and issuance costs. 128 128 128 **Current (2024):** 3.37% - 5.74% 6.10% - 6.38% 2.87% - 5.15% 5.40% - 5.63% 7.25% ___________________ (a)Includes unamortized debt premiums, discounts and issuance costs. (b)The Company may redeem certain borrowings prior to their original contractual maturity dates in accordance with the optional redemption provision specified in the respective instruments. --- ## Modified: Third-Party Debt **Key changes:** - Reworded sentence: "2023 Issuances ($ in millions): Issuance DatePrincipal AmountMaturityInterest RateFixed rate subordinated unsecured notes:Synchrony FinancialFebruary 2023$750 February 20337.250%" **Prior (2023):** 2022 Senior Notes Issuances ($ in millions): Issuance DatePrincipal AmountMaturityInterest RateSynchrony FinancialJune 2022$750 June 20254.875%Synchrony BankAugust 2022$900 August 20255.400%August 2022$600 August 20275.625% In February 2023, Synchrony Financial issued $750 million of 7.250% subordinated unsecured notes that rank junior to our senior unsecured notes. **Current (2024):** 2023 Issuances ($ in millions): Issuance DatePrincipal AmountMaturityInterest RateFixed rate subordinated unsecured notes:Synchrony FinancialFebruary 2023$750 February 20337.250% --- ## Modified: NOTE 7. GOODWILL AND OTHER INTANGIBLE ASSETS **Key changes:** - Reworded sentence: "Goodwill ($ in millions)20232022Balance at January 1$1,105 $1,105 Allocated to held for sale business(a)(87) - Balance at December 31$1,018 $1,105 _____________ ($ in millions) Balance at January 1 Allocated to held for sale business(a) Balance at December 31 (a) The allocated goodwill is subject to change based upon the carrying amount of net assets of Pets Best and the final valuation of consideration to be received at closing." **Prior (2023):** Goodwill ($ in millions)20222021Balance at January 1$1,105 $1,078 Acquisitions - 27 Balance at December 31$1,105 $1,105 ($ in millions) Balance at January 1 Acquisitions Balance at December 31 **Current (2024):** Goodwill ($ in millions)20232022Balance at January 1$1,105 $1,105 Allocated to held for sale business(a)(87) - Balance at December 31$1,018 $1,105 _____________ ($ in millions) Balance at January 1 Allocated to held for sale business(a) Balance at December 31 (a) The allocated goodwill is subject to change based upon the carrying amount of net assets of Pets Best and the final valuation of consideration to be received at closing. Intangible Assets20232022At December 31 ($ in millions)Gross carrying amountAccumulated amortizationNetGross carrying amountAccumulated amortizationNetCapitalized software$2,065 $(1,302)$763 $1,677 $(1,020)$657 Other$204 $(152)$52 $245 $(160)$85 Total$2,269 $(1,454)$815 $1,922 $(1,180)$742 During the year ended December 31, 2023, we recorded additions to intangible assets of $392 million, primarily related to capitalized software expenditures. Amortization expense was $294 million, $252 million and $209 million for the years ended December 31, 2023, 2022 and 2021, respectively and is included within Other expense in our Consolidated Statements of Earnings. At December 31, 2023, contract costs related to our retailer partner agreements of $498 million, net of accumulated amortization, previously classified as Intangible Assets are now presented as a component of Other assets on our Consolidated Statements of Financial Position. Reclassifications of prior period amounts of $545 million, net of accumulated amortization, have been made to conform with the current period presentation discussed above. In addition, intangible assets of $24 million, net of accumulated amortization, are now classified as assets held for sale at December 31, 2023. See Note 3 Acquisitions and Dispositions for additional information. We estimate annual amortization expense for existing intangible assets over the next five calendar years to be as follows: ($ in millions)20242025202620272028Amortization expense$283 $215 $154 $99 $50 --- *Data sourced from SEC EDGAR. Last updated 2026-06-01.*