--- ticker: SYF company: SYF filing_type: 10-K year_current: 2025 year_prior: 2024 risks_added: 16 risks_removed: 11 risks_modified: 72 risks_unchanged: 98 source: SEC EDGAR url: https://riskdiff.com/syf/2025-vs-2024/ markdown_url: https://riskdiff.com/syf/2025-vs-2024/index.md generated: 2026-06-01 --- # SYF: 10-K Risk Factor Changes 2025 vs 2024 > 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 | 16 | | Risks removed | 11 | | Risks modified | 72 | | Unchanged | 98 | --- ## 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: Equity Method Investments We use the equity method of accounting for investments where we have significant influence, but not control, over the operating and financial policies of the investee. Our assessment of significant influence includes factors such as our ownership interest, legal form, and representation on the board of directors. The Company generally records the initial investment at cost or fair value, as appropriate. Subsequently, we adjust each investment for our proportionate share of net income or loss in the investee. We amortize, where appropriate, differences between the Company's cost basis and underlying equity in net assets, which are reported in Other income. The Company evaluates equity method investments for other-than-temporary impairment when events or changes in circumstance indicate that the carrying amount of the investment might not be recoverable. At December 31, 2024, our equity method investments included within Other assets in our Consolidated Statement of Financial Position totaled $816 million, primarily related to our equity interest in Independence Pet Holdings, Inc. See Note 3. Acquisitions and Dispositions for additional information. We use the equity method of accounting for investments where we have significant influence, but not control, over the operating and financial policies of the investee. Our assessment of significant influence includes factors such as our ownership interest, legal form, and representation on the board of directors. The Company generally records the initial investment at cost or fair value, as appropriate. Subsequently, we adjust each investment for our proportionate share of net income or loss in the investee. We amortize, where appropriate, differences between the Company's cost basis and underlying equity in net assets, which are reported in Other income. The Company evaluates equity method investments for other-than-temporary impairment when events or changes in circumstance indicate that the carrying amount of the investment might not be recoverable. At December 31, 2024, our equity method investments included within Other assets in our Consolidated Statement of Financial Position totaled $816 million, primarily related to our equity interest in Independence Pet Holdings, Inc. See Note 3. Acquisitions and Disposition --- ## New in Current Filing: Ally Lending On March 1, 2024, we acquired Ally Financial Inc.'s point-of-sale financing business ("Ally Lending") for cash consideration of $2.0 billion. This acquisition deepens our presence and reach in the home improvement and health and wellness sectors, including high-growth specialty areas such as roofing, HVAC, and windows, as well as in cosmetic, audiology, and dentistry. The Ally Lending acquisition has been accounted for as a business combination using the acquisition method of accounting and, accordingly, assets acquired and liabilities assumed were recorded at their estimated fair value as of the acquisition date. There were no adjustments to the fair value of assets acquired and liabilities assumed (measurement period adjustments) related to the acquisition during the three months ended December 31, 2024. During the year ended December 31, 2024, measurement period adjustments were recognized related to the acquisition as detailed in the table below. ($ in millions)Amounts Recognized as of Acquisition Date (as previously reported as of March 31, 2024)Measurement Period AdjustmentsAmounts Recognized as of Acquisition Date (as adjusted)Assets acquiredCash$34 $ - $34 Loan receivables(a)1,875 (198)1,677 Intangible assets, net23 (5)18 Other assets2 - 2 Total $1,934 $(203)$1,731 Liabilities assumedOther liabilities(16)2 (14)Total net identifiable assets acquired$1,918 $(201)$1,717 Less: Total cash consideration paid$1,969 $ - $1,969 Goodwill$51 $201 $252 _______________________ --- ## New in Current Filing: Measurement Period Adjustments Cash Loan receivables(a) (a) Loan discounts are recognized into interest income over the estimated remaining life of the acquired loans. (a) 127 127 127 The amounts above represent the estimated fair values of the respective assets acquired and liabilities assumed as of the date of acquisition. The valuation of the assets acquired and liabilities assumed is complete. The estimated fair values reflect market participant assumptions about facts and circumstances existing at the acquisition date. The measurement period adjustments reflected above did not result from events occurring subsequent to the acquisition date. The goodwill recognized related to the acquisition is tax-deductible and reflects the expected synergies and operational efficiencies arising from the transaction. The acquisition primarily included loan receivables with an unpaid principal balance of $2.2 billion. These loan receivables are reported within Consumer installment loans in Note 5. Loan Receivables and Allowance for Credit Losses. To determine the fair value of loans at acquisition, we estimate expected cash flows and discount those cash flows using an observable market rate of interest, when available, adjusted for factors that a market participant would consider in determining fair value. In determining fair value, expected cash flows are adjusted to include prepayment, default rate, and loss severity estimates. The difference between the fair value and the amount contractually due is recorded as a loan discount or premium at acquisition. Including the impact of measurement period adjustments, the loan discount at the acquisition date was $469 million, which is to be amortized into interest income over the estimated remaining life of the loans, as described within Note 2. Basis of Presentation and Summary of Significant Accounting Policies. The interest and fees related to the acquired business are included in our Consolidated Statements of Earnings subsequent to the acquisition date and totaled $320 million for the year ended December 31, 2024. This amount includes amortization of the loan discount recognized at acquisition of $162 million. Expense activities, including those associated with the acquired business, are managed for the Company as a whole. Loans acquired without a more-than-insignificant credit deterioration since origination are measured under the Allowance for Credit Losses model, as described within Note 2. Basis of Presentation and Summary of Significant Accounting Policies. The Company's best estimate of contractual cash flows not expected to be collected at the date of acquisition was $180 million, which is included within our Allowance for credit losses, and recognized through Provision for credit losses in our Consolidated Statements of Earnings for the year ended December 31, 2024. Included in the acquisition was $64 million of PCD assets that were not immediately written off at the acquisition date and are subject to specific guidance upon acquisition. An allowance for PCD assets of $39 million was recorded at the date of acquisition. Subsequent to initial recognition, the accounting for the PCD assets will generally follow the Allowance for Credit Losses model described within Note 2. Basis of Presentation and Summary of Significant Accounting Policies. Pets Best In March 2024, we sold 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 of less than 10% in Independence Pet Holdings, Inc., ("IPH") an affiliate of Buyer. In connection with the sale, IPH also appointed two Synchrony executives to its board of directors. The sale of Pets Best resulted in the recognition of a gain on sale of $1.1 billion or $802 million, net of tax in the three months ended March 31, 2024. The pre-tax gain amount has been recognized within the Other component of Other income in our Consolidated Statements of Earnings. The Company's initial equity investment in IPH was recorded in Other assets on our Consolidated Statements of Financial Position and is accounted for under the equity method of accounting. The investment was recorded at its estimated fair value at the date acquired of $605 million. The estimated fair value at the acquisition date was determined using a weighted average methodology of three approaches: a market approach which includes using a multiple of projected revenues, precedent transactions and an intrinsic value analysis. The market-multiple approach was established based on a selected group of publicly traded companies. The use of selected precedent transaction multiples was calibrated to the valuation outcome using the market approach. Intrinsic value analysis determines implied multiples primarily based upon recent market studies and forecasted performance. The change in the carrying value of our equity investment in IPH subsequent to the date acquired was not material. 128 128 128 --- ## New in Current Filing: Allowance for Credit Losses(a)(b) Allowance for Credit Losses (a)(b) ($ in millions)Balance at January 1, 2024Provision charged to operations(c)Gross charge-offsRecoveriesOtherBalance at December 31, 2024Credit cards$10,156 $6,005 $(7,133)$1,224 $7 $10,259 Consumer installment loans279 595 (416)45 39 542 Commercial credit products131 135 (147)8 - 127 Other5 (3)(1) - - 1 Total$10,571 $6,732 $(7,697)$1,277 $46 $10,929 --- ## New in Current Filing: % of Total Class of Loan Receivables _______________________ (a)Represents balance at enrollment date. --- ## New in Current Filing: Total past due(a) Amortized cost basisAt December 31, 2023 ($ 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: Troubled Debt Restructurings The following information on loan modifications for the year ended December 31, 2022 is presented in accordance with the applicable accounting standards in effect at that time. For the year ended December 31, 2022, loan receivables of $996 million enrolled in a modification plan that was accounted for as a troubled debt restructuring ("TDR"), for which substantially all related to our credit card loans. For TDRs made in 2022, a total of $286 million of interest income was forgone as compared to the interest that would have been earned under the original terms of the loan, and $135 million of TDRs experienced a payment default and charged-off during the period. --- ## New in Current Filing: Certificates of Deposit At December 31, 2024, our certificates of deposit maturing over the next five years and thereafter were as follows: ($ in millions)20252026202720282029ThereafterCertificates of deposit$36,740 $4,283 $3,053 $1,555 $1,168 $147 Certificates of deposit At December 31, 2024 and 2023, direct certificates of deposit of $11.2 billion and $10.0 billion, respectively, were of denominations at or exceeding applicable FDIC insurance limits, which are generally $250,000 per depositor for each account ownership category. These amounts include partially insured certificates of deposit. At December 31, 2024 and 2023, the portion of these direct certificates of deposit estimated to be uninsured was $3.7 billion and $3.3 billion, respectively. Brokered certificates of deposit are assumed to be individual deposit balances within applicable FDIC insurance limits. --- ## New in Current Filing: Brokered Sweep Deposits Our broker network deposit sweeps are procured through a program arranger who channels brokerage account deposits to us. Unless extended, the contracts associated with these broker network deposit sweeps will terminate between 2025 and 2026. 139 139 139 --- ## New in Current Filing: Financial Assets Cash and equivalents(a) Other assets(a)(b) Loan receivables, net(c) --- ## New in Current Filing: Financial Liabilities(d) Deposits(e) Senior and subordinated unsecured notes At December 31, 2023 ($ in millions) Cash and equivalents(a) Other assets(a)(b) Assets held for sale(f) Loan receivables, net(c) --- ## New in Current Filing: Financial Liabilities(d) Deposits(e) Senior and subordinated unsecured notes At December 31, 2023 ($ in millions) Cash and equivalents(a) Other assets(a)(b) Assets held for sale(f) Loan receivables, net(c) --- ## New in Current Filing: _____________ (a) Includes investments in and amounts due from bank subsidiaries of $15.7 billion and $14.0 billion at December 31, 2024 and 2023, respectively. 149 149 149 --- ## New in Current Filing: Aggregate Number of Securities to be Sold(2) Adoption (10/23/2024) 10/23/2024 - 12/31/2025 Adoption (11/05/2024) 11/5/2024 - 12/31/2025 Courtney Gentleman Executive Vice President & CEO, Diversified & Value Adoption (11/11/2024) 11/11/2024 - 12/31/2025 Adoption (11/15/2024) 11/15/2024 - 12/31/2025 Adoption (10/22/2024) 10/22/2024 - 12/31/2025 Darrell Owens Executive Vice President & CEO, Lifestyle Adoption (10/18/2024) 10/18/2024 - 11/14/2025 Adoption (10/21/2024) 10/21/2024 - 12/31/2025 Adoption (11/12/2024) 11/12/2024 - 9/30/2025 (1)Pursuant to the terms of each plan and subject to compliance with Rule 10b5-1, each plan may terminate at an earlier date under certain circumstances, including if all trades are executed or all orders related to the trades under the relevant plan expire. (2)Rounded up to the nearest whole share, as applicable. (2) --- ## New in Current Filing: Insider Trading Arrangements and Policies We have adopted an Insider Trading Policy, applicable to our directors, officers, employees and certain other persons, as well as the Company itself, that governs transactions in securities issued by the Company and we believe is reasonably designed to promote compliance with insider trading laws, rules and regulations and applicable NYSE listing standards. The foregoing summary of our Insider Trading Policy is not complete and is qualified in its entirety by reference to the full text of the Insider Trading Policy attached hereto as Exhibit 19. 158 158 158 --- ## No Match in Current: Management Committee *This section from the 2024 filing does not have a high-confidence textual match in 2025. It may have been removed, merged, or substantially reworded.* The MC is under the oversight of the Board of Directors and is comprised of our senior executives and chaired by our Chief Executive Officer. The MC has responsibility for reviewing and approving lending and investment activities of the Company, such as equity investments, acquisitions, dispositions, joint ventures, portfolio deals and investment issues regarding the Company. It is also responsible for overseeing the Company's approach to managing its investments, reviewing and approving the Company's annual strategic plan and annual operating plan, and overseeing activities administered by its Credit, Information Technology, New Product Introduction, Investment Review and Pricing sub-committees. The MC also reviews management reports provided on a periodic basis, or as requested, in order to monitor evolving issues, effectiveness of risk mitigation activities and performance against strategic plans. The MC may make decisions only within the authority that is granted to it by the Board of Directors and must escalate any investment or other proposals outside of its authority to the Board of Directors for final decision. 84 84 84 --- ## No Match in Current: Asset and Liability Management Committee *This section from the 2024 filing does not have a high-confidence textual match in 2025. It may have been removed, merged, or substantially reworded.* The ALCO is a management committee under the oversight of the Risk Committee and is comprised of our senior executives and chaired by the Treasurer. It identifies, measures, monitors, manages and controls market, liquidity and credit (investments and bank relationships) risks to the Company's balance sheet. ALCO activities include reviewing and monitoring cash management, investments, liquidity, funding and foreign exchange risk activities and overseeing the safe, sound and efficient operation of the Company in compliance with applicable policies, laws and regulations. --- ## No Match in Current: Ally Lending *This section from the 2024 filing does not have a high-confidence textual match in 2025. It may have been removed, merged, or substantially reworded.* 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 $93 million of restricted cash and equivalents. 125 125 125 --- ## No Match in Current: Balance at December 31, 2022 *This section from the 2024 filing does not have a high-confidence textual match in 2025. It may have been removed, merged, or substantially reworded.* ($ in millions)Balance at January 1, 2021Provision charged to operationsGross charge-offsRecoveriesOtherBalance at December 31, 2021Credit cards$10,076 $671 $(3,056)$821 $ - $8,512 Consumer installment loans127 25 (55)17 1 115 Commercial credit products61 28 (36)6 - 59 Other1 2 (1) - - 2 Total$10,265 $726 $(3,148)$844 $1 $8,688 --- ## No Match in Current: Year ended December 31, 2023 *This section from the 2024 filing does not have a high-confidence textual match in 2025. It may have been removed, merged, or substantially reworded.* The Company adopted ASU 2022-02 as of January 1, 2023 on a modified retrospective basis through a cumulative adjustment to retained earnings. The new guidance is applicable for all loans modified to borrowers experiencing financial difficulties as of the beginning of 2023. The following table provides information on our loan modifications to borrowers experiencing financial difficulty during the period presented, which do not include loans that are classified as loan receivables held for sale: 129 129 129 Year ended December 31, 2023($ 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$2,208 2.1 % --- ## No Match in Current: Troubled Debt Restructurings *This section from the 2024 filing does not have a high-confidence textual match in 2025. It may have been removed, merged, or substantially reworded.* Under our modified retrospective adoption of ASU 2022-02, the following information on loan modifications for periods prior to January 1, 2023 are presented in accordance with the applicable accounting standards in effect at that time. The following table provides information on our TDR loan modifications during the prior year period presented: For the year ended December 31 ($ 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 --- ## No Match in Current: Financial Effects of TDRs *This section from the 2024 filing does not have a high-confidence textual match in 2025. It may have been removed, merged, or substantially reworded.* 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 $1,226 --- ## No Match in Current: Payment Defaults *This section from the 2024 filing does not have a high-confidence textual match in 2025. It may have been removed, merged, or substantially reworded.* The following table presents the type, number and amount of loans to borrowers experiencing financial difficulty that enrolled in a long-term modification program during the year ended December 31, 2023 and experienced a payment default and charged-off during the year: Year ended December 31, 2023($ in millions, accounts in thousands)Accounts defaultedLoans defaultedCredit cards96 $233 Consumer installment loans - - Commercial credit products - 2 Total96 $235 --- ## No Match in Current: Average rate(a) *This section from the 2024 filing does not have a high-confidence textual match in 2025. It may have been removed, merged, or substantially reworded.* ___________________ (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 $4.0 billion of broker network deposit sweeps procured through a program arranger who channels brokerage account deposits to us that are also excluded from the above maturity table. Unless extended, the contracts associated with these broker network deposit sweeps will terminate between 2025 and 2026. --- ## No Match in Current: Third-Party Debt *This section from the 2024 filing does not have a high-confidence textual match in 2025. It may have been removed, merged, or substantially reworded.* 2023 Issuances ($ in millions): Issuance DatePrincipal AmountMaturityInterest RateFixed rate subordinated unsecured notes:Synchrony FinancialFebruary 2023$750 February 20337.250% --- ## No Match in Current: Aggregate Number of Securities to be Sold(3) *This section from the 2024 filing does not have a high-confidence textual match in 2025. It may have been removed, merged, or substantially reworded.* 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 --- ## Modified: Damage to our reputation could negatively impact our business. **Key changes:** - Reworded sentence: "In particular, adverse perceptions regarding our reputation could also make it more difficult for us to attract and retain customers, partners and employees, promote and increase the utilization of our credit products, as well as execute on our strategy of increasing retail deposits at the Bank and may lead to decreases in deposits." **Prior (2024):** Maintaining a positive reputation is critical to our attracting and retaining customers, partners, investors and employees. In particular, adverse perceptions regarding our reputation could also make it more difficult for us to execute on our strategy of increasing retail deposits at the Bank and may lead to decreases in deposits. Harm to our reputation can arise from many sources, including employee misconduct, misconduct by our partners, outsourced service providers or other counterparties, litigation or regulatory actions, failure by us or our partners to meet minimum standards of service and quality, inadequate protection of customer information and compliance failures. Negative publicity regarding us (or others engaged in a similar business or activities), whether or not accurate, may damage our reputation, which could have a material adverse effect on our business, results of operations and financial condition. 78 78 78 **Current (2025):** Maintaining a positive reputation is critical to our attracting and retaining customers, partners, investors and employees. In particular, adverse perceptions regarding our reputation could also make it more difficult for us to attract and retain customers, partners and employees, promote and increase the utilization of our credit products, as well as execute on our strategy of increasing retail deposits at the Bank and may lead to decreases in deposits. Harm to our reputation can arise from many sources, including employee misconduct, misconduct by our partners, outsourced service providers or other counterparties, litigation or regulatory actions, failure by us or our partners to meet minimum standards of service and quality, inadequate protection of customer information and compliance failures. Negative publicity regarding us (or others engaged in a similar business or activities), whether or not accurate, may damage our reputation, which could have a material adverse effect on our business, results of operations and financial condition. 79 79 79 --- ## Modified: Risk Categories **Key changes:** - Reworded sentence: "Risk management is organized around eight major risk categories: credit risk, market risk, liquidity risk, operational risk, compliance risk, legal risk, strategic risk, and reputational risk." - Reworded sentence: "Market Risk Market risk refers to the risk that a change in the level of one or more market prices, rates, indices, correlations, or other market factors will result in losses for a position or portfolio." - Reworded sentence: "82 82 82 Liquidity Risk Liquidity risk is the risk that an institution's financial condition or overall safety and soundness are adversely affected by a real or perceived inability to meet contractual or contingent obligations and support planned growth." - Reworded sentence: "Operational Risk Operational risk is the risk of loss arising from inadequate or failed processes, people or systems, external events (such as natural disasters or cyber-attacks), reputational matters, and includes any of those risks as they relate directly to us and our subsidiaries, as well as to third parties with whom we contract or otherwise do business." - Added sentence: "Compliance Risk Compliance risk is the risk of non-compliance with applicable laws, rules, regulations, other supervisory guidance, and internal policies, and includes any of those risks as they relate directly to us and our subsidiaries, as well as to third parties with whom we contract or otherwise do business." **Prior (2024):** Risk management is organized around six major risk categories: credit risk, market risk, liquidity risk, operational risk (including compliance), strategic risk, and reputational risk. We evaluate the potential impact of a risk event on us (including subsidiaries) by assessing the partner and customer, financial, reputational, legal and regulatory impacts. Credit Risk Credit risk is the risk of loss that arises when an obligor fails to meet the terms of a contract and/or the underlying collateral is insufficient to satisfy the obligation. Credit risk includes exposure to consumer credit risk from customer loans as well as institutional credit risk, principally from our partners. Consumer credit risk is one of our most significant risks. See "Our Business - Credit Risk Management" for a description of the customer credit risk management procedures. Market Risk Market risk refers to the risk that a change in the level of one or more market prices, rates, indices, correlations or other market factors will result in losses for a position or portfolio. The principal market risk exposures arise from volatility in interest rates and their impact on economic value, capitalization levels and earnings. Market risk is managed by the ALCO, and is subject to policy and risk appetite limits on sensitivity of both earnings at risk and the economic value of equity. Market risk metrics are reviewed by ALCO monthly, the Risk Committee on a quarterly basis and the Board of Directors as required. 81 81 81 Liquidity Risk Liquidity risk is the risk that an institution's financial condition or overall safety and soundness are adversely affected by a real or perceived inability to meet contractual obligations and support planned growth. The primary liquidity objective is to maintain a liquidity profile that will enable us, even in times of stress or market disruption, to fund our existing assets and meet liabilities in a timely manner and at an acceptable cost. Policy and risk appetite limits require us and the Bank (and other entities within our business, as applicable) to ensure that sufficient liquid assets are available to survive liquidity stresses over a specified time period. Our Risk Appetite Statement requires funding diversification, monitoring early warning indicators in the capital markets, and other related limits. ALCO reviews liquidity exposures continuously in the context of approved policy and risk appetite limits and reports results quarterly to the Risk Committee, and the Board of Directors as required. Operational Risk Operational risk is the risk of loss arising from inadequate or failed processes, people or systems, external events (such as natural disasters or cyber-attacks) or compliance, reputational or legal matters, and includes any of those risks as they relate directly to us and our subsidiaries, as well as to third parties with whom we contract or otherwise do business. Compliance risk arises from the failure to adhere to applicable laws, rules, regulations and internal policies and procedures. Operational risk also includes model risk relating to various financial and other models used by us and our subsidiaries, including the Bank, and is subject to a formal governance process. Strategic Risk Strategic risk consists of the current or prospective risk to earnings and capital arising from changes in the business environment and from adverse business decisions, improper implementation of decisions or lack of responsiveness to changes in the business environment. The New Product Introduction ("NPI") Sub-Committee assesses the strategic viability and consistency of each new product or service. All new initiatives require the approval of the NPI Sub-Committee and a select number of new product requests are escalated to the MC and the Board of Directors, based on level of risk. Reputational Risk Reputational risk is the risk arising from negative perception on the part of customers, counterparties, shareholders, investors, rating agencies, regulators and employees that can adversely affect the Company's ability to maintain existing talent and customers and establish new business relationships with continued access to sources of funding. **Current (2025):** Risk management is organized around eight major risk categories: credit risk, market risk, liquidity risk, operational risk, compliance risk, legal risk, strategic risk, and reputational risk. We evaluate the potential impact of a risk event on us (including subsidiaries) by assessing the partner and customer, financial, reputational, legal and regulatory impacts. Credit Risk Credit risk is the risk of loss that arises when an obligor fails to meet the terms of a contract and/or the underlying collateral is insufficient to satisfy the obligation. Credit risk includes exposure to consumer credit risk from customer loans as well as institutional credit risk, principally from our partners. Consumer credit risk is one of our most significant risks. See "Our Business - Credit Risk Management" for a description of the customer credit risk management procedures. Market Risk Market risk refers to the risk that a change in the level of one or more market prices, rates, indices, correlations, or other market factors will result in losses for a position or portfolio. The principal market risk exposures arise from volatility in interest rates and their impact on economic value and earnings. Market risk is managed by the ALCO, and is subject to policy and risk appetite limits on sensitivity of both earnings at risk and the economic value of equity. Market risk metrics are reviewed by ALCO monthly, the Risk Committee on a quarterly basis and the Board of Directors as required. 82 82 82 Liquidity Risk Liquidity risk is the risk that an institution's financial condition or overall safety and soundness are adversely affected by a real or perceived inability to meet contractual or contingent obligations and support planned growth. The primary liquidity objective is to maintain a liquidity profile that will enable us, even in times of stress or market disruption, to fund our existing assets and meet liabilities in a timely manner and at an acceptable cost. Policy and risk appetite limits require us and the Bank (and other entities within our business, as applicable) to ensure that sufficient liquid assets are available to survive liquidity stresses over a specified time period. Our Risk Appetite Statement requires funding diversification, monitoring early warning indicators in the capital markets, and other related limits. ALCO reviews liquidity exposures continuously in the context of approved policy and risk appetite limits and reports results quarterly to the Risk Committee, and the Board of Directors as required. Operational Risk Operational risk is the risk of loss arising from inadequate or failed processes, people or systems, external events (such as natural disasters or cyber-attacks), reputational matters, and includes any of those risks as they relate directly to us and our subsidiaries, as well as to third parties with whom we contract or otherwise do business. Operational risk also includes model risk relating to various financial and other models used by us and our subsidiaries, including the Bank, and is subject to a formal governance process. Compliance Risk Compliance risk is the risk of non-compliance with applicable laws, rules, regulations, other supervisory guidance, and internal policies, and includes any of those risks as they relate directly to us and our subsidiaries, as well as to third parties with whom we contract or otherwise do business. Compliance risk includes risks related to complying with regulations and laws that protect customers, requirements applicable to non-consumer transactions and business, conduct and behavior of individuals and organizations, and potential illicit activities and criminal behavior. Legal Risk Legal Risk is the risk of potential disputes, litigation, defective agreements or unprotected or infringed rights that can disrupt or otherwise negatively affect operations or the condition of a banking organization, and includes any of those risks as they relate directly to us and our subsidiaries, as well as to third parties with whom we contract or otherwise do business. Legal risk includes risks related to litigation and/or disputes against the organization as well as potential management of own assets or compliance with third-party asset rights. Strategic Risk Strategic risk consists of the current or prospective risk to earnings and capital arising from changes in the business environment and from adverse business decisions, improper implementation of decisions or lack of responsiveness to changes in the business environment. The New Product Introduction ("NPI") Sub-Committee assesses the strategic viability and consistency of each new product or service. All new initiatives require the approval of the NPI Sub-Committee, and a select number of new product requests are escalated to the MC and the Board of Directors, based on level of risk. Reputational Risk Reputational risk is the risk arising from negative perception on the part of stakeholders, including customers, counterparties, shareholders, investors, rating agencies, regulators and employees that can adversely affect the Company's ability to maintain existing talent and customers and establish new business relationships with continued access to sources of funding. --- ## Modified: Savings and Loan Holding Company Regulation **Key changes:** - Reworded sentence: "For a discussion of our capital ratios at December 31, 2024, see "Management's Discussion and Analysis of Financial Condition and Results of Operations-Capital." Under the Tailoring Rules, as a covered savings and loan holding company with average total consolidated assets of $100 billion or more, but less than $250 billion, Synchrony is now subject to supervisory stress tests on a biennial basis, in even calendar years." - Reworded sentence: "Covered savings and loan holding companies with average total consolidated assets of $100 billion or more are also subject to a stress capital buffer in lieu of the 2.5% capital conservation buffer." - Reworded sentence: "Synchrony will become subject to the stress capital buffer once it begins to participate in supervisory stress tests." - Reworded sentence: "As a result, the effects of CECL on Synchrony's and the Bank's regulatory capital were delayed through the year 2021, and were phased-in over a three-year period from January 1, 2022 through December 31, 2024." **Prior (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. **Current (2025):** 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, 2024, see "Management's Discussion and Analysis of Financial Condition and Results of Operations-Capital." Under the Tailoring Rules, as a covered savings and loan holding company with average total consolidated assets of $100 billion or more, but less than $250 billion, Synchrony is now subject to supervisory stress tests on a biennial basis, in even calendar years. 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 also 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. Synchrony 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 regulatory capital were delayed through the year 2021, and were 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 91 91 91 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, known as the "Basel Endgame" proposal, 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, among other changes, lower the threshold for the amount of certain deferred tax assets that must be deducted from capital, introduce a new expanded risk based approach for calculating risk weighted assets, which, compared to the standardized approach to which Synchrony is currently subject, add an operational risk charge and apply higher credit conversion factors to unused portion of unconditionally cancellable lines of credit. On September 10, 2024, then Vice Chair for Supervision at the Federal Reserve Board (the "Vice Chair"), gave a speech outlining a set of potential revisions to the Basel Endgame proposal, such as recommending that the Federal Reserve Board issue a re-proposal of the rule in which banking organizations with total assets between $100 billion and $250 billion, such as Synchrony, would not be subject to the changes to their capital requirements outlined in the Basel Endgame proposal, other than the proposed requirement to recognize unrealized gains and losses of their securities in regulatory capital. It remains uncertain whether the federal banking agencies will re-propose and/or finalize the Basel Endgame rule, and if so, whether the agencies will adopt the Vice Chair's recommendations. --- ## Modified: 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. **Key changes:** - Reworded sentence: "We are required to make various assumptions and estimates in preparing our financial statements under GAAP, primarily including for purposes of determining our allowance for credit losses and for fair value measurements, as well as other areas such as, reserves related to litigation and other contingencies, valuation allowances on deferred income tax assets and determining liabilities for income taxes." - Reworded sentence: "Fair value measurements utilized in preparing our financial statements include business acquisitions and dispositions, such as our acquisition of Ally Lending in March 2024, as well as other areas such as determining the fair value of debt securities and asset impairment evaluations." - Reworded sentence: "71 71 71 For additional information on the key areas for which assumptions and estimates are used in preparing our financial statements, see "Management's Discussion and Analysis of Financial Condition and Results of Operations - Critical Accounting Estimates" and Note 2." **Prior (2024):** We are required to make various assumptions and estimates in preparing our financial statements under GAAP, including for purposes of determining our allowance for credit losses, asset impairment, reserves related to litigation and other legal matters, valuation of income and other taxes and regulatory exposures and the amounts recorded for certain contractual payments to be paid to or received from partners and others under contractual arrangements. Our most critical estimate used in preparing our financial statements is the determination of our allowance for credit losses, which was $10.6 billion at December 31, 2023. Upon origination of a loan, the estimate of expected credit losses, and any subsequent changes to such estimate, are recorded through provision for credit losses in our Consolidated Statements of Earnings. As a result, any subsequent changes we make to our underlying assumptions and estimates may result in a material adverse impact to our results of operations and the Company's ability to return capital to our shareholders. In addition, significant assumptions and estimates are involved in determining certain disclosures required under GAAP, including those involving the fair value of our financial instruments. If the assumptions or estimates underlying our financial statements are incorrect or are required to change, the actual amounts realized on transactions and balances subject to those estimates will be different, and this could have a material adverse effect on our results of operations and financial condition. For additional information on the key areas for which assumptions and estimates are used in preparing our financial statements, see "Management's Discussion and Analysis of Financial Condition and Results of Operations - Critical Accounting Estimates" and Note 2. Basis of Presentation and Summary of Significant Accounting Policies to our consolidated financial statements. **Current (2025):** We are required to make various assumptions and estimates in preparing our financial statements under GAAP, primarily including for purposes of determining our allowance for credit losses and for fair value measurements, as well as other areas such as, reserves related to litigation and other contingencies, valuation allowances on deferred income tax assets and determining liabilities for income taxes. Our most critical estimate used in preparing our financial statements is the determination of our allowance for credit losses, which was $10.9 billion at December 31, 2024. Upon origination of a loan, the estimate of expected credit losses, and any subsequent changes to such estimate, are recorded through provision for credit losses in our Consolidated Statements of Earnings. Fair value measurements utilized in preparing our financial statements include business acquisitions and dispositions, such as our acquisition of Ally Lending in March 2024, as well as other areas such as determining the fair value of debt securities and asset impairment evaluations. As a result, any subsequent changes we make to these underlying assumptions and estimates may result in a material adverse impact to our results of operations and the Company's ability to return capital to our shareholders. In addition, significant assumptions and estimates are involved in determining certain disclosures required under GAAP, including those involving the fair value of our financial assets and financial liabilities carried at other than fair value in our Consolidated Statement of Financial Position. If the assumptions or estimates underlying our financial statements are incorrect or are required to change, the actual amounts realized on transactions and balances subject to those estimates will be different, and this could have a material adverse effect on our results of operations and financial condition. 71 71 71 For additional information on the key areas for which assumptions and estimates are used in preparing our financial statements, see "Management's Discussion and Analysis of Financial Condition and Results of Operations - Critical Accounting Estimates" and Note 2. Basis of Presentation and Summary of Significant Accounting Policies to our consolidated financial statements. --- ## Modified: ____________________________________________________________________________________________ **Key changes:** - Reworded sentence: "LocationOwned/LeasedCorporate Headquarters:Stamford, CTLeasedBank Headquarters:Draper, UTLeasedCustomer Service Centers:Altamonte Springs, FLLeasedHyderabad, IndiaLeasedCebu, Philippines LeasedManila, PhilippinesLeasedOther Support Centers:Alpharetta, GALeasedBentonville, AR LeasedChampaign, ILLeasedChicago, ILLeasedCosta Mesa, CALeasedNew York, NYLeasedWashington, DCLeasedWest Chester, OHLeasedBangalore, IndiaLeased 155 155 155" **Prior (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: **Current (2025):** 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: Reconciliation of Our Effective Tax Rate to the U.S. Federal Statutory Income Tax Rate **Key changes:** - Reworded sentence: "For the years ended December 31202420232022U.S." - Reworded sentence: "state and local income taxes, net of federal benefit2.4 3.5 3.6 All other, net(0.3)(1.6)(0.7)Effective tax rate23.1 %22.9 %23.9 % 147 147 147" **Prior (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 **Current (2025):** For the years ended December 31202420232022U.S. federal statutory income tax rate21.0 %21.0 %21.0 %U.S. state and local income taxes, net of federal benefit2.4 3.5 3.6 All other, net(0.3)(1.6)(0.7)Effective tax rate23.1 %22.9 %23.9 % 147 147 147 --- ## Modified: NOTE 13. EARNINGS PER SHARE **Key changes:** - Reworded sentence: "The following table presents the calculation of basic and diluted earnings per common share: Years ended December 31,($ in millions, except per share data)202420232022Net earnings$3,499 $2,238 $3,016 Preferred stock dividends(72)(42)(42)Net earnings available to common stockholders$3,427 $2,196 $2,974 Weighted average common shares outstanding, basic396.5 421.2 480.4 Effect of dilutive securities4.1 2.3 3.0 Weighted average common shares outstanding, dilutive400.6 423.5 483.4 Earnings per basic common share$8.64 $5.21 $6.19 Earnings per diluted common share$8.55 $5.19 $6.15 ($ in millions, except per share data) We have issued certain stock-based awards under the Synchrony Financial 2014 and 2024 Long-Term Incentive Plans." **Prior (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 $7.34 We have issued certain stock-based awards under the Synchrony Financial 2014 Long-Term Incentive Plan. A total of 4 million, 3 million and 1 million shares for the years ended December 31, 2023, 2022 and 2021, respectively, related to these awards, were considered anti-dilutive and therefore were excluded from the computation of diluted earnings per common share. 143 143 143 **Current (2025):** Basic earnings per share is computed by dividing earnings available to common stockholders by the weighted average number of common shares outstanding for the period. Diluted earnings per common share reflects the assumed conversion of all dilutive securities, which are calculated using the treasury stock method. The following table presents the calculation of basic and diluted earnings per common share: Years ended December 31,($ in millions, except per share data)202420232022Net earnings$3,499 $2,238 $3,016 Preferred stock dividends(72)(42)(42)Net earnings available to common stockholders$3,427 $2,196 $2,974 Weighted average common shares outstanding, basic396.5 421.2 480.4 Effect of dilutive securities4.1 2.3 3.0 Weighted average common shares outstanding, dilutive400.6 423.5 483.4 Earnings per basic common share$8.64 $5.21 $6.19 Earnings per diluted common share$8.55 $5.19 $6.15 ($ in millions, except per share data) We have issued certain stock-based awards under the Synchrony Financial 2014 and 2024 Long-Term Incentive Plans. A total of less than 1 million, 4 million and 3 million shares for the years ended December 31, 2024, 2023 and 2022, respectively, related to these awards, were considered anti-dilutive and therefore were excluded from the computation of diluted earnings per common share. 145 145 145 --- ## Modified: Chief Executive Officer, Chief Risk Officer, and Other Senior Officers **Key changes:** - Reworded sentence: "The CEO has ultimate responsibility for ensuring the management of the Company's risk in accordance with the Company's approved risk appetite statement, including through their role as chairperson of the MC." - Reworded sentence: "The CEO and CRO regularly report to the Board of Directors and the Risk Committee on risk management matters." - Reworded sentence: "This team effectively serves in a "Second Line of Defense" role by overseeing the operating activities of the "First Line of Defense." 86 86 86 Internal Audit Team The internal audit team is responsible for performing periodic, independent reviews and testing of compliance with the Company's and the Bank's risk management policies and standards, as well as with regulatory guidance and industry best practices." **Prior (2024):** The CMC is a management committee under the oversight of the Risk Committee and is comprised of our senior executives and chaired by the SVP, Capital Management and Stress Testing. The CMC provides oversight of the Company's capital management, stress testing, and recovery and resolution planning activities. The CMC supports the Risk Committee in overseeing capital management activities such as the Annual Capital Plan, the Internal Capital Adequacy Assessment Process, stress testing, the Pre-Provision Net Revenue and Credit Loss Methodologies, the Contingent Capital Plan as needed in the event of a breach, and the Recovery and Resolution Planning Process. Chief Executive Officer, Chief Risk Officer and Other Senior Officers The Chief Executive Officer ("CEO") has ultimate responsibility for ensuring the management of the Company's risk in accordance with the Company's approved risk appetite statement, including through their role as chairperson of the MC. The CEO also provides leadership in communicating the risk appetite to internal and external stakeholders to help embed appropriate risk taking into the overall corporate culture of the Company. The CRO manages our risk management team and, as chairperson of the ERMC, is responsible for establishing and implementing standards for the identification, management, measurement, monitoring and reporting of risk on an enterprise-wide basis. In collaboration with our CEO and the Chief Financial Officer, the CRO has responsibility for developing an appropriate risk appetite with corresponding limits that aligns with supervisory expectations, and this risk appetite statement has been approved by the Board of Directors. The CRO regularly reports to the Board of Directors and the Risk Committee on risk management matters. The senior executive officers who serve as leaders in the "First Line of Defense," are responsible for ensuring that their respective functions operate within established risk limits, in accordance with the Company's Risk Appetite Statement. As members of the ERMC and the MC, they are also responsible for identifying risks, considering risk when developing strategic plans, budgets and new products and implementing appropriate risk controls when pursuing business strategies and objectives. In addition, senior executive officers are responsible for deploying sufficient financial resources and qualified personnel to manage the risks inherent in the Company's business activities. Risk Management The risk management team, including compliance, led by the CRO, provides oversight of our risk profile and is responsible for maintaining a compliance program that includes compliance risk assessment, policy development, testing and reporting activities. This team effectively serves in a "Second Line of Defense" role by overseeing the operating activities of the "First Line of Defense." 85 85 85 Internal Audit Team The internal audit team is responsible for performing periodic, independent reviews and testing of compliance with the Company's and the Bank's risk management policies and standards, as well as with regulatory guidance and industry best practices. The internal audit team also assesses the design of the Company's and the Bank's policies and standards and validates the effectiveness of risk management controls, and reports the results of such reviews to the Audit Committee. The internal audit team effectively serves as the "Third Line of Defense" for the Company. **Current (2025):** The CEO has ultimate responsibility for ensuring the management of the Company's risk in accordance with the Company's approved risk appetite statement, including through their role as chairperson of the MC. The CEO also provides leadership in communicating the risk appetite to internal and external stakeholders to help embed appropriate risk taking into the overall corporate culture of the Company. The CRO manages our risk management team and, as chairperson of the ERMC, is responsible for establishing and implementing standards for the identification, management, measurement, monitoring and reporting of risk on an enterprise-wide basis. In collaboration with our CEO and the Chief Financial Officer, the CRO has responsibility for developing an appropriate risk appetite with corresponding limits that aligns with supervisory expectations, and this risk appetite statement has been approved by the Board of Directors. The CEO and CRO regularly report to the Board of Directors and the Risk Committee on risk management matters. The senior executive officers who serve as leaders in the "First Line of Defense," are responsible for ensuring that their respective functions operate within established risk limits, in accordance with the Company's Risk Appetite Statement. As members of the ERMC and the MC, they are also responsible for identifying risks, considering risk when developing strategic plans, budgets and new products and implementing appropriate risk controls when pursuing business strategies and objectives. In addition, senior executive officers are responsible for deploying sufficient financial resources and qualified personnel to manage the risks inherent in the Company's business activities. Risk Management The risk management team, including compliance, led by the CRO, provides oversight of our risk profile and is responsible for maintaining a compliance program that includes compliance risk assessment, policy development, testing and reporting activities. This team effectively serves in a "Second Line of Defense" role by overseeing the operating activities of the "First Line of Defense." 86 86 86 Internal Audit Team The internal audit team is responsible for performing periodic, independent reviews and testing of compliance with the Company's and the Bank's risk management policies and standards, as well as with regulatory guidance and industry best practices. The internal audit team also assesses the design of the Company's and the Bank's policies and standards and validates the effectiveness of risk management controls, and reports the results of such reviews to the Audit Committee. The internal audit team effectively serves as the "Third Line of Defense" for the Company. --- ## Modified: Technology Committee **Key changes:** - Removed sentence: "Management Committees There are four management committees with important roles and responsibilities in the risk management function: the MC, the ERMC, the ALCO and the CMC." - Removed sentence: "These committees and their risk-related roles are described below." **Prior (2024):** The Technology Committee's role, among other things, is to review and make recommendations to the Board of Directors on major technology strategies and other subjects relating to: (i) the Company's approach to technology-related innovation, including the Company's competitive position and relevant trends in technology and innovation; (ii) the technology development process to assure ongoing business growth; and (iii) developments on existing and emerging technologies which present opportunities or threats to the Company's strategic agenda. Management Committees There are four management committees with important roles and responsibilities in the risk management function: the MC, the ERMC, the ALCO and the CMC. These committees and their risk-related roles are described below. **Current (2025):** The Technology Committee's role, among other things, is to review and make recommendations to the Board of Directors on major technology strategies and other subjects relating to: (i) the Company's approach to technology-related innovation, including the Company's competitive position and relevant trends in technology and innovation; (ii) the technology development process to assure ongoing business growth; and (iii) developments on existing and emerging technologies which present opportunities or threats to the Company's strategic agenda. --- ## Modified: Our business is heavily concentrated in U.S. consumer credit, and therefore our results are more susceptible to market fluctuations and legislative and regulatory developments in that market than a more diversified company. **Key changes:** - Reworded sentence: "Our business is heavily concentrated in the U.S." - Reworded sentence: "For example, beginning in the second half of 2022 and through 2024, we experienced moderation in payment rates due to lower consumer savings and other factors." - Reworded sentence: "Additionally, we have and may in the future implement measures to tighten credit access in response to certain consumer and economic indicators which have and may in the future impact our financial performance, such as purchase volume and new accounts." **Prior (2024):** Our business is heavily concentrated in U.S. consumer credit. As a result, we are more susceptible to fluctuations and risks particular to U.S. consumer credit than a more diversified company. Our business is particularly sensitive to macroeconomic conditions that affect the U.S. economy, consumer spending and consumer credit. For example, during the second half of 2022 and throughout 2023, we experienced moderation in payment rates due to lower consumer savings and other factors. To the extent that payment rates continue to moderate, we could see a decline and/or volatility in purchase volume, as well as increases in our delinquencies, net charge-off rate and allowance for credit losses. The extent of the impacts on U.S. consumer credit from these and other macroeconomic conditions is currently uncertain and dependent on various factors and could have a material adverse effect on our business, results of operations and financial condition. In addition, we are more susceptible to the risks of increased regulations and legal and other regulatory actions that are targeted at consumer credit or the specific consumer credit products that we offer (including promotional financing). Our Health & Wellness platform is more susceptible to increased regulations and legal and other regulatory actions targeted at healthcare related procedures or services, in contrast to other industries. Our business concentration could have an adverse effect on our results of operations. **Current (2025):** Our business is heavily concentrated in the U.S. consumer credit industry. As a result, we are more susceptible to fluctuations and risks particular to U.S. consumer credit than a more diversified company. Our business is particularly sensitive to macroeconomic conditions that affect the U.S. economy, consumer spending and consumer credit. For example, beginning in the second half of 2022 and through 2024, we experienced moderation in payment rates due to lower consumer savings and other factors. To the extent that payment rates continue to moderate, we could see a decline and/or volatility in purchase volume, as well as increases in our delinquencies, net charge-off rate and allowance for credit losses. The extent of the impacts on U.S. consumer credit from these and other macroeconomic conditions is currently uncertain and dependent on various factors and could have a material adverse effect on our business, results of operations and financial condition. Additionally, we have and may in the future implement measures to tighten credit access in response to certain consumer and economic indicators which have and may in the future impact our financial performance, such as purchase volume and new accounts. In addition, we are more susceptible to the risks of increased regulations and legal and other regulatory actions that are targeted at consumer credit or the specific consumer credit products that we offer (including pricing on our credit products, our payment security program and promotional financing). For example, recent legislative and regulatory proposals have sought to limit pricing on consumer credit products. In addition, our Health & Wellness platform is more susceptible to increased regulations and legal and other regulatory actions targeted at healthcare related procedures or services, in contrast to other industries. Our business concentration in U.S. consumer credit and susceptibility to associated legislative and regulatory actions could have a material adverse effect on our results of operations. --- ## Modified: Macroeconomic conditions could have a material adverse effect on our business, results of operations and financial condition. **Key changes:** - Reworded sentence: "Consumer confidence, affordability, inflation, unemployment, personal income, personal savings and access to other liquidity, housing prices and values and other economic indicators are among the factors that often impact consumer spending and payment behavior and demand for credit." - Reworded sentence: "Our interest and fees on our loan receivables was $21.6 billion for the year ended December 31, 2024." - Reworded sentence: "Further, while the effects of the COVID-19 pandemic have subsided the impact of any future outbreaks, epidemics, pandemics or other public health crises on our business remain uncertain and are difficult to predict." - Reworded sentence: "62 62 62 In addition, governments may implement regulations or investors and other stakeholders may adopt new investment policies or otherwise impose new expectations regarding sustainability, social or other topics that cause significant shifts in disclosure, commerce and consumption behaviors that may have negative impacts on our business and/or reputation." **Prior (2024):** Key macroeconomic conditions historically have affected our business, results of operations and financial condition and are likely to affect them in the future. Consumer confidence, unemployment and other economic indicators are among the factors that often impact consumer spending and payment behavior and demand for credit. Poor 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. We rely primarily on interest and fees on our loan receivables to generate our net earnings. Our interest and fees on our loan receivables was $19.9 billion for the year ended December 31, 2023. Poor economic conditions also adversely affect the ability and willingness of customers to pay amounts owed to us, increasing delinquencies, bankruptcies, charge-offs and allowances for credit losses, settlements and decreasing recoveries. For example, our over-30 day delinquency rate as a percentage of period-end loan receivables was 8.25% at December 31, 2009 during the financial crisis, compared to 4.74% at December 31, 2023, and our full-year net charge-off rate was 11.26% for the year ended December 31, 2009, compared to 4.87% for the year ended December 31, 2023. The assessment of our credit profile includes the evaluation of portfolio mix, account maturation, as well as broader consumer trends, such as payment behavior and overall indebtedness. Economic growth in the United States can slow due to higher unemployment rates, lower housing values, concerns about the level of U.S. government debt, inflation, interest rates and monetary fiscal actions that may be taken to address these concerns, as well as economic and political conditions in the U.S. and global markets. A prolonged period of slow economic growth or a significant deterioration in economic conditions or broader consumer trends, including employment, wage growth, savings rates and consumer indebtedness, would likely affect consumer spending levels and the ability and willingness of customers to pay amounts owed to us, and could have a material adverse effect on our business, key credit trends, results of operations and financial condition. Further, while the primary effects of the COVID-19 pandemic have subsided, the extent of the ongoing impacts of COVID-19 and the impact of any future outbreaks, epidemics, pandemics or other public health crises on our business remain uncertain and are difficult to predict. Macroeconomic conditions may also cause net earnings to fluctuate and diverge from expectations of securities analysts and investors, who may have differing assumptions regarding the impact of these conditions on our business, and this may adversely impact our stock price. In addition, as governments, investors and other stakeholders face pressures to accelerate actions to address climate change and other environmental, governance and social topics, governments may implement regulations or investors and other stakeholders may adopt new investment policies or otherwise impose new expectations that cause significant shifts in disclosure, commerce and consumption behaviors that may have negative impacts on our business and/or reputation. 61 61 61 **Current (2025):** Key macroeconomic conditions historically have affected our business, results of operations and financial condition and are likely to affect them in the future. Consumer confidence, affordability, inflation, unemployment, personal income, personal savings and access to other liquidity, housing prices and values and other economic indicators are among the factors that often impact consumer spending and payment behavior and demand for credit. Poor 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. We rely primarily on interest and fees on our loan receivables to generate our net earnings. Our interest and fees on our loan receivables was $21.6 billion for the year ended December 31, 2024. Poor economic conditions also adversely affect the ability and willingness of customers to pay amounts owed to us, increasing delinquencies, bankruptcies, charge-offs and allowances for credit losses and settlements. For example, our over-30 day delinquency rate as a percentage of period-end loan receivables was 8.25% at December 31, 2009 during the financial crisis, compared to 4.70% at December 31, 2024, and our full-year net charge-off rate was 11.26% for the year ended December 31, 2009, compared to 6.31% for the year ended December 31, 2024. The assessment of our credit profile includes the evaluation of broader consumer and industry trends, such as payment behavior and overall indebtedness. Economic growth in the United States can slow due to low productivity, declining investments, limited access to credit, shrinking labor force, labor relations, concerns about the level of U.S. government debt, inflation, interest rates, tariffs (including retaliatory tariffs in response to tariffs imposed by the United States), and monetary and/or fiscal actions, as well as economic and political conditions in the U.S. and global markets, including international trade relations. Additionally, there is uncertainty regarding the impact of changes in the U.S. presidential administration and Congress on fiscal, monetary and regulatory policy. A prolonged period of slow economic growth or a significant deterioration in economic conditions or broader consumer trends, including employment, wage growth, savings rates and consumer indebtedness, would likely affect consumer spending levels and the ability and willingness of customers to pay amounts owed to us, and could have a material adverse effect on our business, key credit trends, results of operations and financial condition. Further, while the effects of the COVID-19 pandemic have subsided the impact of any future outbreaks, epidemics, pandemics or other public health crises on our business remain uncertain and are difficult to predict. Macroeconomic conditions may also cause net earnings to fluctuate and diverge from expectations of securities analysts and investors, who may have differing assumptions regarding the impact of these conditions on our business, and this may adversely impact our stock price. 62 62 62 In addition, governments may implement regulations or investors and other stakeholders may adopt new investment policies or otherwise impose new expectations regarding sustainability, social or other topics that cause significant shifts in disclosure, commerce and consumption behaviors that may have negative impacts on our business and/or reputation. --- ## Modified: Reconciliation of Unrecognized Tax Benefits **Key changes:** - Reworded sentence: "($ in millions)20242023Balance at January 1$230 $267 Additions:Tax positions of the current year39 40 Tax positions of prior years - 2 Reductions:Prior year tax positions(20)(47)Settlements with tax authorities(7)(1)Expiration of the statute of limitation(35)(31)Balance at December 31$207 $230 Portion of balance that, if recognized, would impact the effective income tax rate$163 $182 The amount of unrecognized tax benefits that is reasonably possible to be resolved in the next twelve months is expected to be $36 million, of which, $28 million, if recognized, would reduce the Company's tax expense and effective tax rate." **Prior (2024):** ($ 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 $16 million for the years ended December 31, 2023 and 2022, respectively, that are included in the tabular reconciliation above but recorded in the Consolidated Statements of Financial Position as a reduction of the related deferred tax asset. The Company continued to participate voluntarily in the IRS Compliance Assurance Process ("CAP") program for the 2023 tax year, and thus the tax year is under IRS review. We expect that the IRS review of our 2023 return will be substantially completed prior to its filing in 2024. During the current year, the IRS completed its examination of our 2022 tax year, which was our only other year subject to current IRS audit. Additionally, we are under examination in various states going back to 2014. We believe that there are no issues or claims that are likely to significantly impact our results of operations, financial position or cash flows. We further believe that we have made adequate provision for all income tax uncertainties that could result from such examinations. Interest expense and penalties related to income tax liabilities recognized in our Consolidated Statements of Earnings were not material for all periods presented. 146 146 146 **Current (2025):** ($ in millions)20242023Balance at January 1$230 $267 Additions:Tax positions of the current year39 40 Tax positions of prior years - 2 Reductions:Prior year tax positions(20)(47)Settlements with tax authorities(7)(1)Expiration of the statute of limitation(35)(31)Balance at December 31$207 $230 Portion of balance that, if recognized, would impact the effective income tax rate$163 $182 The amount of unrecognized tax benefits that is reasonably possible to be resolved in the next twelve months is expected to be $36 million, of which, $28 million, if recognized, would reduce the Company's tax expense and effective tax rate. The Company continued to participate voluntarily in the IRS Compliance Assurance Process ("CAP") program for the 2024 tax year. We expect that the IRS review of our 2024 return will be substantially completed prior to its filing in 2025. During the current year, the IRS completed its examination of our 2023 tax year, which was our only other year subject to current IRS audit. Additionally, we are under examination in various states going back to 2014. We believe that there are no issues or claims that are likely to significantly impact our results of operations, financial position or cash flows. We further believe that we have made adequate provision for all income tax uncertainties that could result from such examinations. Interest expense and penalties related to income tax liabilities recognized in our Consolidated Statements of Earnings were not material for all periods presented. 148 148 148 --- ## Modified: Earnings before Provision for Income Taxes **Key changes:** - Reworded sentence: "For the years ended December 31 ($ in millions)202420232022U.S.$4,519 $2,873 $3,947 Non-U.S.34 31 15 Earnings before provision for income taxes$4,553 $2,904 $3,962" **Prior (2024):** For the years ended December 31 ($ 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 $5,503 **Current (2025):** For the years ended December 31 ($ in millions)202420232022U.S.$4,519 $2,873 $3,947 Non-U.S.34 31 15 Earnings before provision for income taxes$4,553 $2,904 $3,962 --- ## 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: "Merchants generally pay a merchant discount fee in connection with accepting branded payment cards." - Reworded sentence: "We received $1.0 billion of interchange fees for the year ended December 31, 2024." **Prior (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 **Current (2025):** Merchants generally pay a merchant discount fee in connection with accepting branded payment cards. Although the structure and economics of payment card networks may vary, the fee paid to the card issuer as part of that transaction - known as the "interchange fee" - is funded by the merchant discount. We earn interchange fees on Dual Card transactions outside of our partners' sales channels and from general purpose co-branded credit card transactions but we typically do not charge or earn interchange fees, as that term has been commonly understood, from our partners or customers on our private label credit card products. Merchants, trying to decrease their operating expenses, have sought to lower interchange rates, and policymakers continue to focus on interchange regulation. For example, in June 2024, the State of Illinois adopted the Interchange Fee Prohibition Act, which restricts credit card and debit card interchange fees, as defined in the legislation, that may be charged on portions of electronic payment transactions attributable to taxes and gratuities. While a U.S. District Court has preliminarily enjoined this law from applying to federally chartered banking organizations, including the Bank, other jurisdictions may seek to adopt similar or other types of restrictions on interchange fees in the future. 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, 2024. 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. 77 77 77 --- ## Modified: Maximum Dollar Value of Shares That May Yet Be Purchased Under the Program(b) **Key changes:** - Reworded sentence: "October 1 - 31, 2024 November 1 - 30, 2024 December 1 - 31, 2024 _______________________ (a)Includes 3,967 shares, 776 shares and 64 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." - Reworded sentence: "(c)In April 2024, the Board of Directors approved an incremental share repurchase program of up to $1.0 billion through June 2025." **Prior (2024):** 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 **Current (2025):** October 1 - 31, 2024 November 1 - 30, 2024 December 1 - 31, 2024 _______________________ (a)Includes 3,967 shares, 776 shares and 64 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 2024, the Board of Directors approved an incremental share repurchase program of up to $1.0 billion through June 2025. 157 157 157 --- ## Modified: Recurring Fair Value Measurements **Key changes:** - Reworded sentence: "At December 31, 2024 ($ in millions)Level 1Level 2Level 3Total(a)AssetsDebt securitiesU.S." - Reworded sentence: "(c) Other includes certain financial liabilities for which we have elected the fair value option." **Prior (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. **Current (2025):** At December 31, 2024 ($ in millions)Level 1Level 2Level 3Total(a)AssetsDebt securitiesU.S. government and federal agency$ - $1,844 $ - $1,844 State and municipal - - 16 16 Residential mortgage-backed - 289 - 289 Asset-backed - 922 - 922 Other - - 8 8 Other(b)14 - 6 20 Total $14 $3,055 $30 $3,099 LiabilitiesOther(c) - - 11 11 Total$ - $ - $11 $11 At December 31, 2023 ($ 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 $4 At December 31, 2024 ($ in millions) Total(a) Other(b) Other(c) At December 31, 2023 ($ in millions) Total(a) Other(b) Other(c) _______________________ (a) For the years ended December 31, 2024 and 2023, 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 includes certain financial liabilities for which we have elected the fair value option. These liabilities are included in Accrued expenses and other liabilities in our Consolidated Statements of Financial Position. --- ## Modified: Financial Effects of Loan Modifications to Borrowers Experiencing Financial Difficulty **Key changes:** - Reworded sentence: "For long-term modifications made in the years ended December 31, 2024 and 2023, the financial effect of these modifications reduced the weighted-average interest rates by 97% for both periods." **Prior (2024):** 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. **Current (2025):** 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 years ended December 31, 2024 and 2023, the financial effect of these modifications reduced the weighted-average interest rates by 97% for both periods. For short-term modifications made in the years ended December 31, 2024 and 2023, unpaid balances of $316 million and $186 million, respectively, were forgiven. Additionally, effective in 2024, for borrowers that newly enroll in our short-term loan modification programs, we no longer charge interest and penalty fees during the term of the program and also typically waive accrued and unpaid interest and fees at the time of enrollment. 134 134 134 --- ## Modified: Total loan receivables, before allowance for credit losses(a)(b)(c) **Key changes:** - Reworded sentence: "_______________________ (a)Total loan receivables include $21.3 billion and $21.4 billion of restricted loans of consolidated securitization entities at December 31, 2024 and 2023, respectively." **Prior (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. **Current (2025):** _______________________ (a)Total loan receivables include $21.3 billion and $21.4 billion of restricted loans of consolidated securitization entities at December 31, 2024 and 2023, respectively. See Note 6. Variable Interest Entities for further information. (b)At December 31, 2024 and 2023, loan receivables included deferred costs, net of purchase discounts and deferred income, of $(212) million and $213 million, respectively. (c)At December 31, 2024 and 2023, $20.7 billion and $22.4 billion, respectively, of loan receivables were pledged by the Bank as collateral to the Federal Reserve to secure Federal Reserve discount window advances. --- ## Modified: Consolidated Statements of Changes in Equity **Key changes:** - Reworded sentence: "____________________________________________________________________________________________Preferred StockCommon Stock($ in millions, shares in thousands)Shares IssuedAmountShares IssuedAmountAdditional Paid-in CapitalRetained EarningsAccumulated Other Comprehensive Income (Loss)Treasury StockTotal EquityBalance at January 1, 2022750 $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 - Series A 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 principle - - - - - 222 - - 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 - Series A 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 Net earnings - - - - - 3,499 - - 3,499 Other comprehensive income - - - - - - 9 - 9 Issuance of preferred stock500 488 - - - - - - 488 Purchases of treasury stock - - - - - - - (1,008)(1,008)Stock-based compensation - - - - 78 (56) - 137 159 Dividends - Series A preferred stock ($56.24 per share) - - - - - (42) - - (42)Dividends - Series B preferred stock ($60.05 per share) - - - - - (30) - - (30)Dividends - common stock ($1.00 per share) - - - - - (398) - - (398)Balance at December 31, 20241,250 $1,222 833,985 $1 $9,853 $21,635 $(59)$(16,072)$16,580 Balance at January 1, 2022 Dividends - Series A preferred stock ($56.24 per share) Dividends - common stock ($0.90 per share) Balance at December 31, 2022 Dividends - Series A preferred stock ($56.24 per share) Dividends - common stock ($0.96 per share) Balance at December 31, 2023 Issuance of preferred stock Dividends - Series A preferred stock ($56.24 per share) Dividends - Series B preferred stock ($60.05 per share) Dividends - common stock ($1.00 per share) Balance at December 31, 2024 See accompanying notes to consolidated financial statements." **Prior (2024):** ____________________________________________________________________________________________Preferred StockCommon Stock($ 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 ($0.96 per share) Balance at December 31, 2023 See accompanying notes to consolidated financial statements. 113 113 113 **Current (2025):** ____________________________________________________________________________________________Preferred StockCommon Stock($ in millions, shares in thousands)Shares IssuedAmountShares IssuedAmountAdditional Paid-in CapitalRetained EarningsAccumulated Other Comprehensive Income (Loss)Treasury StockTotal EquityBalance at January 1, 2022750 $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 - Series A 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 principle - - - - - 222 - - 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 - Series A 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 Net earnings - - - - - 3,499 - - 3,499 Other comprehensive income - - - - - - 9 - 9 Issuance of preferred stock500 488 - - - - - - 488 Purchases of treasury stock - - - - - - - (1,008)(1,008)Stock-based compensation - - - - 78 (56) - 137 159 Dividends - Series A preferred stock ($56.24 per share) - - - - - (42) - - (42)Dividends - Series B preferred stock ($60.05 per share) - - - - - (30) - - (30)Dividends - common stock ($1.00 per share) - - - - - (398) - - (398)Balance at December 31, 20241,250 $1,222 833,985 $1 $9,853 $21,635 $(59)$(16,072)$16,580 Balance at January 1, 2022 Dividends - Series A preferred stock ($56.24 per share) Dividends - common stock ($0.90 per share) Balance at December 31, 2022 Dividends - Series A preferred stock ($56.24 per share) Dividends - common stock ($0.96 per share) Balance at December 31, 2023 Issuance of preferred stock Dividends - Series A preferred stock ($56.24 per share) Dividends - Series B preferred stock ($60.05 per share) Dividends - common stock ($1.00 per share) Balance at December 31, 2024 See accompanying notes to consolidated financial statements. 115 115 115 --- ## Modified: Consumer Financial Services Regulation **Key changes:** - Reworded sentence: "98 98 98 The CARD Act, which was enacted in 2009, amended the Truth in Lending Act and required us to make significant changes to many of our business practices, including marketing, underwriting, pricing and billing." - Reworded sentence: "On March 5, 2024, the CFPB issued a final rule amending its regulations that implement the Truth in Lending Act to, among other things, lower the safe harbor dollar amount for credit card late fees from $30 (adjusted to $41 for each subsequent late payment within the next six billing cycles) to $8 and eliminate the automatic annual inflation adjustment to such safe harbor dollar amount." - Reworded sentence: "The Dodd-Frank Act established the CFPB, which regulates consumer financial products and services and certain financial services providers." - Reworded sentence: "See "Regulation - Risk Factors Relating to Regulation - There is ongoing uncertainty as to how the Consumer Financial Protection Bureau's actions will impact our business; the agency's actions have had and may continue to have an adverse impact on our business." On October 22, 2024, the CFPB issued a final rule to implement Section 1033 of the Dodd-Frank Act." **Prior (2024):** The relationship between us and our U.S. customers is regulated under federal and state consumer protection laws. Federal laws include the Truth in Lending Act, the Equal Credit Opportunity Act, HOLA, the Fair Credit Reporting Act (the "FCRA"), the Gramm-Leach-Bliley Act (the "GLBA"), the CARD Act and the Dodd-Frank Act. These and other federal laws, among other things, require disclosures of the cost of credit, provide substantive consumer rights, prohibit discrimination in credit transactions, regulate the use of credit report information, provide financial privacy protections, require safe and sound banking operations, prohibit unfair, deceptive and abusive practices, restrict our ability to raise interest rates on certain credit card balances, and subject us to substantial regulatory oversight. State and, in some cases, local laws also may regulate the relationship between us and our U.S. customers in these areas, as well as in the areas of collection practices, and may provide additional consumer protections. Moreover, we are subject to the Servicemembers Civil Relief Act, which protects persons called to active military service and their dependents from undue hardship resulting from their military service, and the Military Lending Act (the "MLA"), which extends specific protections if an account holder, at the time of account opening, is a covered active duty member of the military or certain family members thereof. The Servicemembers Civil Relief Act applies to all debts incurred prior to the commencement of active duty (including credit card and other open-end debt) and limits the amount of interest, including service and renewal charges and any other fees or charges (other than bona fide insurance) that are related to the obligation or liability. The MLA applies to certain consumer loans, including credit extended pursuant to a credit card account, and extends specific protections if an account holder, at the time of account opening, is a covered active duty member of the military or certain family members thereof (collectively, the "covered borrowers"). These protections include, but are not limited to: a limit on the military annual percentage rate that can be charged to 36%, delivery of certain required disclosures and a prohibition on mandatory arbitration agreements. If we were to extend credit to a covered borrower without complying with certain MLA provisions, the credit card agreement could be void from its inception. Violations of applicable consumer protection laws can result in significant potential liability from litigation brought by customers, including actual damages, restitution and attorneys' fees. Federal banking regulators, as well as state attorneys general and other state and local consumer protection agencies, also may seek to enforce consumer protection requirements and obtain these and other remedies, including civil money penalties and fines. The CARD Act, which was enacted in 2009, amended the Truth in Lending Act and required us to make significant changes to many of our business practices, including marketing, underwriting, pricing and billing. The CARD Act's restrictions on our ability to increase interest rates on existing balances to respond to market conditions and credit risk ultimately limits our ability to extend credit to new customers and provide additional credit to current customers. Other CARD Act restrictions, such as limitations on late fees, have resulted and will continue to result in reduced interest income and loan fee income. On February 1, 2023, the CFPB issued a notice of proposed rulemaking which, if adopted, likely would result in a significant reduction of credit card late fees assessed by credit card issuers and may adversely impact our earnings. See " - Risk Factors Relating to our Business - The CFPB's proposed rule on credit card late fees, if adopted, could materially adversely affect our business and results of operations." The FCRA regulates our use of credit reports and the reporting of information to credit reporting agencies, and also provides a standard for lenders to share information with affiliates and certain third parties and to provide firm offers of credit to consumers. The FCRA also places further restrictions on the use of information shared between affiliates for marketing purposes, requires the provision of disclosures to consumers when risk-based pricing is used in a credit decision, and requires safeguards to help protect consumers from identity theft. Under HOLA, the Bank is prohibited from engaging in certain tying or reciprocity arrangements with its customers. In general, the Bank may not extend credit, lease or sell property, or furnish any services or fix or vary the consideration for these on the condition that: (i) the customer obtain or provide some additional credit, property, or services from or to the Bank or Synchrony or their subsidiaries or (ii) the customer may not obtain some other credit, property, or services from a competitor, except in each case to the extent reasonable conditions are imposed to assure the soundness of the credit extended. Certain arrangements are permissible. For example, the Bank may offer more favorable terms if a customer obtains two or more traditional bank products. 97 97 97 The Dodd-Frank Act established the CFPB, which regulates consumer financial products and services and certain financial services providers. The CFPB is authorized to prevent "unfair, deceptive or abusive acts or practices" and ensure consistent enforcement of laws so that all consumers have access to markets for consumer financial products and services that are fair, transparent and competitive. The CFPB has rulemaking and interpretive authority under the Dodd-Frank Act and other federal consumer financial services laws, as well as broad supervisory, examination and enforcement authority over large providers of consumer financial products and services, such as us. In addition, the CFPB has an online complaint system that allows consumers to log complaints with respect to various consumer finance products, including the products we offer. The system could inform future agency decisions with respect to regulatory, enforcement or examination focus. There continues to be uncertainty as to how the CFPB's strategies and priorities will impact our business and our results of operations going forward. See "Regulation - Risk Factors Relating to Regulation - There continues to be uncertainty as to how the Consumer Financial Protection Bureau's actions will impact our business; the agency's actions have had and may continue to have an adverse impact on our business." **Current (2025):** The relationship between us and our U.S. customers is regulated under federal and state consumer protection laws. Federal laws include the Truth in Lending Act, the Equal Credit Opportunity Act, HOLA, the Fair Credit Reporting Act (the "FCRA"), the Gramm-Leach-Bliley Act (the "GLBA"), the CARD Act and the Dodd-Frank Act. These and other federal laws, among other things, require disclosures of the cost of credit, provide substantive consumer rights, prohibit discrimination in credit transactions, regulate the use of credit report information, provide financial privacy protections, require safe and sound banking operations, prohibit unfair, deceptive and abusive practices, restrict our ability to raise interest rates on certain credit card balances, and subject us to substantial regulatory oversight. State and, in some cases, local laws also may regulate the relationship between us and our U.S. customers in these areas, as well as in the areas of collection practices, and may provide additional consumer protections. Moreover, we are subject to the Servicemembers Civil Relief Act, which protects persons called to active military service and their dependents from undue hardship resulting from their military service, and the Military Lending Act (the "MLA"), which extends specific protections if an account holder, at the time of account opening, is a covered active duty member of the military or certain family members thereof. The Servicemembers Civil Relief Act applies to all debts incurred prior to the commencement of active duty (including credit card and other open-end debt) and limits the amount of interest, including service and renewal charges and any other fees or charges (other than bona fide insurance) that are related to the obligation or liability. The MLA applies to certain consumer loans, including credit extended pursuant to a credit card account, and extends specific protections if an account holder, at the time of account opening, is a covered active duty member of the military or certain family members thereof (collectively, the "covered borrowers"). These protections include, but are not limited to: a limit on the military annual percentage rate that can be charged to 36%, delivery of certain required disclosures and a prohibition on mandatory arbitration agreements. If we were to extend credit to a covered borrower without complying with certain MLA provisions, the credit card agreement could be void from its inception. Violations of applicable consumer protection laws can result in significant potential liability from litigation brought by customers, including actual damages, restitution and attorneys' fees. Federal banking regulators, as well as state attorneys general and other state and local consumer protection agencies, also may seek to enforce consumer protection requirements and obtain these and other remedies, including civil money penalties and fines. 98 98 98 The CARD Act, which was enacted in 2009, amended the Truth in Lending Act and required us to make significant changes to many of our business practices, including marketing, underwriting, pricing and billing. The CARD Act's restrictions on our ability to increase interest rates on existing balances to respond to market conditions and credit risk ultimately limits our ability to extend credit to new customers and provide additional credit to current customers. Other CARD Act restrictions, such as limitations on late fees, have resulted and will continue to result in reduced interest income and loan fee income. On March 5, 2024, the CFPB issued a final rule amending its regulations that implement the Truth in Lending Act to, among other things, lower the safe harbor dollar amount for credit card late fees from $30 (adjusted to $41 for each subsequent late payment within the next six billing cycles) to $8 and eliminate the automatic annual inflation adjustment to such safe harbor dollar amount. The final rule had an original effective date of May 14, 2024. Industry organizations have challenged the final rule in court, and on May 10, 2024, the United States District Court for the Northern District of Texas granted an injunction and stay of the final rule, and the injunction granted remains in effect. The final outcome of such challenge, including the impact on the final rule, is uncertain. See "Business Trends and Conditions" above for the anticipated financial impacts related to the final rule and see " - Risk Factors Relating to Our Business - The CFPB's final rule on credit card late fees, if implemented would likely materially adversely affect our business and results of operations." The FCRA regulates our use of credit reports and the reporting of information to credit reporting agencies, and also provides a standard for lenders to share information with affiliates and certain third parties and to provide firm offers of credit to consumers. The FCRA also places further restrictions on the use of information shared between affiliates for marketing purposes, requires the provision of disclosures to consumers when risk-based pricing is used in a credit decision, and requires safeguards to help protect consumers from identity theft. Under HOLA, the Bank is prohibited from engaging in certain tying or reciprocity arrangements with its customers. In general, the Bank may not extend credit, lease or sell property, or furnish any services or fix or vary the consideration for these on the condition that: (i) the customer obtain or provide some additional credit, property, or services from or to the Bank or Synchrony or their subsidiaries or (ii) the customer may not obtain some other credit, property, or services from a competitor, except in each case to the extent reasonable conditions are imposed to assure the soundness of the credit extended. Certain arrangements are permissible. For example, the Bank may offer more favorable terms if a customer obtains two or more traditional bank products. The Dodd-Frank Act established the CFPB, which regulates consumer financial products and services and certain financial services providers. The CFPB is authorized to prevent "unfair, deceptive or abusive acts or practices" and ensure consistent enforcement of laws so that all consumers have access to markets for consumer financial products and services that are fair, transparent and competitive. The CFPB has rulemaking and interpretive authority under the Dodd-Frank Act and other federal consumer financial services laws, as well as broad supervisory, examination and enforcement authority over large providers of consumer financial products and services, such as us. In addition, the CFPB has an online complaint system that allows consumers to log complaints with respect to various consumer finance products, including the products we offer. The system could inform future agency decisions with respect to regulatory, enforcement or examination focus. There continues to be uncertainty as to how the CFPB's strategies and priorities will impact our business and our results of operations going forward. See "Regulation - Risk Factors Relating to Regulation - There is ongoing uncertainty as to how the Consumer Financial Protection Bureau's actions will impact our business; the agency's actions have had and may continue to have an adverse impact on our business." On October 22, 2024, the CFPB issued a final rule to implement Section 1033 of the Dodd-Frank Act. Under the final rule, financial institutions that offer credit cards or consumer deposit accounts like the Bank are required, upon request, to make available to a consumer or third party authorized by the consumer certain information the Bank has concerning a consumer financial product or service covered by the rule, such as a credit card or a deposit account. In issuing this rule, the CFPB said that the rule will move the U.S. closer to an "open banking" system that will allow consumers to switch banks or other providers more easily. The final rule also requires, among other things, covered data providers, such as the Bank, to establish a developer interface that satisfies certain performance and data security specifications through which the data provider can receive requests for, and provide, specific types of data covered by the rule in electronic, usable form to authorized third parties directly or through data aggregators. Under the final rule, the Bank will be prohibited from charging fees for maintaining the developer interface or providing access to such data. The Bank may also act as an authorized third party to request and access covered data under the final rule from other financial institutions that are covered data providers. The final rule places data security, authorization, and other obligations on those authorized third parties, including limitations on secondary uses of the data received. Industry organizations have challenged the final rule in court and the litigation is ongoing. If the challenge is not successful, as a data provider, the Bank must comply with the rule beginning April 1, 2027. We are monitoring the status of the litigation and evaluating the impact of this rule. 99 99 99 --- ## Modified: Regulatory Risks **Key changes:** - Reworded sentence: "•Ongoing changes to the regulatory framework applicable to us, including with respect to the CFPB, anti-money laundering and anti-terrorism financing laws, and our third party vendors have had, and may continue to have, a significant impact on our business, financial condition and results of operations." **Prior (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 **Current (2025):** •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, including with respect to the CFPB, anti-money laundering and anti-terrorism financing laws, and our third party vendors 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. 61 61 61 --- ## Modified: Synchrony Financial **Key changes:** - Reworded sentence: "At December 31, 2024 ($ in millions)ActualMinimum for capital adequacy purposesAmountRatio(a)AmountRatio(b)Total risk-based capital$17,407 16.5 %$8,433 8.0 %Tier 1 risk-based capital$15,239 14.5 %$6,325 6.0 %Tier 1 leverage$15,239 12.9 %$4,717 4.0 %Common equity Tier 1 capital$14,017 13.3 %$4,744 4.5 % At December 31, 2024 ($ in millions) Ratio(a) Ratio(b) 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) Actual Ratio(a) Ratio(b)" **Prior (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) **Current (2025):** At December 31, 2024 ($ in millions)ActualMinimum for capital adequacy purposesAmountRatio(a)AmountRatio(b)Total risk-based capital$17,407 16.5 %$8,433 8.0 %Tier 1 risk-based capital$15,239 14.5 %$6,325 6.0 %Tier 1 leverage$15,239 12.9 %$4,717 4.0 %Common equity Tier 1 capital$14,017 13.3 %$4,744 4.5 % At December 31, 2024 ($ in millions) Ratio(a) Ratio(b) 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) Actual Ratio(a) Ratio(b) --- ## Modified: Provision for Income Taxes **Key changes:** - Reworded sentence: "For the years ended December 31 ($ in millions)202420232022Current provision for income taxesU.S." **Prior (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 $1,282 **Current (2025):** For the years ended December 31 ($ in millions)202420232022Current provision for income taxesU.S. Federal$990 $943 $1,145 U.S. state and local155 171 217 Non-U.S.7 10 5 Total current provision for income taxes1,152 1,124 1,367 Deferred provision (benefit) for income taxesU.S. Federal(80)(384)(352)U.S. state and local(17)(73)(71)Non-U.S.(1)(1)2 Deferred provision (benefit) for income taxes(98)(458)(421)Total provision for income taxes$1,054 $666 $946 --- ## Modified: NOTE 4. DEBT SECURITIES **Key changes:** - Reworded sentence: "Our debt securities consist of the following: December 31, 2024December 31, 2023GrossGrossGrossGrossAmortizedunrealizedunrealizedEstimatedAmortizedunrealizedunrealizedEstimated ($ in millions)costgainslossesfair valuecostgainslossesfair valueU.S." - Reworded sentence: "(c) At December 31, 2024 and 2023, 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 $551 million and $360 million, respectively." **Prior (2024):** All of our debt securities are classified as available-for-sale and are held to meet our liquidity objectives or to comply with the Community Reinvestment Act ("CRA"). Our debt securities consist of the following: December 31, 2023December 31, 2022GrossGrossGrossGrossAmortizedunrealizedunrealizedEstimatedAmortizedunrealizedunrealizedEstimated ($ 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 $(60) We regularly review debt securities for impairment resulting from credit loss using both qualitative and quantitative criteria, as necessary based on the composition of the portfolio at period end. Based on our assessment, no material impairments for credit losses were recognized during the period. We presently do not intend to sell our debt securities that are in an unrealized loss position and believe that it is not more likely than not that we will be required to sell these securities before recovery of our amortized cost. 126 126 126 **Current (2025):** All of our debt securities are classified as available-for-sale and are held to meet our liquidity objectives or to comply with the Community Reinvestment Act ("CRA"). Our debt securities consist of the following: December 31, 2024December 31, 2023GrossGrossGrossGrossAmortizedunrealizedunrealizedEstimatedAmortizedunrealizedunrealizedEstimated ($ in millions)costgainslossesfair valuecostgainslossesfair valueU.S. government and federal agency$1,841 $3 $ - $1,844 $2,264 $1 $(1)$2,264 State and municipal17 - (1)16 10 - - 10 Residential mortgage-backed(a)324 - (35)289 392 - (38)354 Asset-backed(b)919 4 (1)922 1,167 4 (8)1,163 Other8 - - 8 8 - - 8 Total(c)$3,109 $7 $(37)$3,079 $3,841 $5 $(47)$3,799 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, 2024 and 2023, 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 $551 million and $360 million, respectively. The following table presents the estimated fair values and gross unrealized losses of our available-for-sale debt securities: In loss position forLess than 12 months12 months or moreGrossGrossEstimatedunrealizedEstimatedunrealized ($ in millions)fair valuelossesfair valuelossesAt December 31, 2024U.S. government and federal agency$199 $ - $ - $ - State and municipal12 (1)3 - Residential mortgage-backed5 - 279 (35)Asset-backed79 (1)4 - Other - - - - Total(a)$295 $(2)$286 $(35)At 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(a)$667 $ - $1,006 $(47) Total(a) Total(a) ______________________ (a)Consists of 224 and 250 securities in gross unrealized loss positions as of December 31, 2024 and 2023, respectively. (a) We regularly review debt securities for impairment resulting from credit loss using both qualitative and quantitative criteria, as necessary based on the composition of the portfolio at period end. Based on our assessment, no material impairments from credit losses were recognized during the period. 129 129 129 We presently do not intend to sell our debt securities that are in an unrealized loss position and believe that it is not more likely than not that we will be required to sell these securities before recovery of our amortized cost. --- ## Modified: Preferred Stock **Key changes:** - Reworded sentence: "The following table summarizes the Company's preferred stock issued and outstanding at December 31, 2024 and 2023." - Added sentence: "(b)Through May 14, 2029; resets May 15, 2029 and each date falling on the fifth anniversary at 5-Year Treasury Rate plus 4.044%." **Prior (2024):** The following table summarizes the Company's preferred stock issued and outstanding at December 31, 2023 and 2022. SeriesIssuance DateRedeemable by Issuer BeginningPer Annum Dividend RateLiquidation Preference per ShareTotal Shares OutstandingDecember 31, 2023December 31, 2022($ in millions, except per share data)Series A(a)November 14, 2019November 15, 20245.625%$1,000750,000$734 $734 $734 $734 Series A(a) _______________________ (a)Issued as depositary shares, each representing a 1/40th interest in a share of the corresponding series of non-cumulative perpetual preferred stock. Dividends are payable quarterly on February 15, May 15, August 15 and November 15 at a fixed rate, in each case when, as and if declared by the Board of Directors. **Current (2025):** The following table summarizes the Company's preferred stock issued and outstanding at December 31, 2024 and 2023. SeriesIssuance DateRedeemable by Issuer BeginningPer Annum Dividend RateLiquidation Preference per ShareTotal Shares OutstandingDecember 31, 2024December 31, 2023($ in millions, except per share data)Series A(a)November 14, 2019November 15, 20245.625%$1,000750,000$734 $734 Series B(a)February 23, 2024May 15, 20298.25%(b)$1,000500,000$488 $ - $1,222 1222000000$734 Series A(a) Series B(a) 8.25%(b) _______________________ (a)Issued as depositary shares, each representing a 1/40th interest in a share of the corresponding series of non-cumulative perpetual preferred stock. Dividends are payable quarterly on February 15, May 15, August 15 and November 15 at a fixed rate, in each case when, as and if declared by the Board of Directors. (b)Through May 14, 2029; resets May 15, 2029 and each date falling on the fifth anniversary at 5-Year Treasury Rate plus 4.044%. --- ## Modified: Basis of Presentation **Key changes:** - Reworded sentence: "Variable Interest Entities 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, and consolidate, the VIE." - Reworded sentence: "We consolidate certain securitization entities under the VIE model because we have both power to direct and significant economics, primarily because of Synchrony or the Bank's role as servicer." - Removed 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." - Removed 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." - Removed 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." **Prior (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. **Current (2025):** 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. Variable Interest Entities 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, and consolidate, the VIE. 117 117 117 In evaluating whether we have power, we consider the purpose for which the VIE was created, the importance of each of the activities in which it is engaged and our decision-making role, if any, in those activities that significantly determine the entity's economic performance as compared to other economic interest holders. In determining whether we have the right to receive significant economics, we evaluate all of our economic interests in the entity, regardless of form (debt, equity, management and servicing fees, and other contractual arrangements). This evaluation considers all relevant factors of the entity's design, including: the entity's capital structure, contractual rights to earnings or losses, subordination of our interests relative to those of other investors, as well as any other contractual arrangements that might exist that could have the potential to be economically significant. The evaluation of all facts and circumstances to determine whether we have power and significant economics requires the exercise of professional judgment. 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 to direct and significant economics, primarily because of Synchrony or the Bank's role as servicer. See Note 6. Variable Interest Entities. --- ## Modified: Balance at December 31, 2022 **Key changes:** - Reworded sentence: "_______________________ (a)The allowance for credit losses at December 31, 2024, 2023 and 2022 reflects our estimate of expected credit losses for the life of the loan receivables on our Consolidated Statements of Financial Position at December 31, 2024, 2023 and 2022, which includes 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, 2024." **Prior (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 **Current (2025):** _______________________ (a)The allowance for credit losses at December 31, 2024, 2023 and 2022 reflects our estimate of expected credit losses for the life of the loan receivables on our Consolidated Statements of Financial Position at December 31, 2024, 2023 and 2022, which includes the consideration of current and expected macroeconomic conditions that existed at those dates. (b)Excluded from the table above are allowance for credit losses for loan receivables acquired and immediately written off within the period presented. (c)Provision for credit losses in the Consolidated Statements of Earnings for the year ended December 31, 2024 also includes amounts associated with off-balance sheet credit exposures recorded in Accrued expenses and other liabilities in the Consolidated Statements of Financial Position. (d)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. 131 131 131 The reasonable and supportable forecast period used in our estimate of credit losses at December 31, 2024 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, 2024. Expected credit loss estimates are developed using both quantitative models and qualitative adjustments, and incorporates a macroeconomic forecast, as described within Note 2. Basis of Presentation and Summary of Significant Accounting Policies. Our current estimate of expected credit losses is based on the current and forecasted economic conditions at the balance sheet date, which reflects our expectations of the macroeconomic environment. There have been no significant changes in our overall expectation of future credit losses during the year ended December 31, 2024. We continued to experience a decrease in payment rates and have also experienced an increase in net charge-offs during the year ended December 31, 2024 as compared to the prior year. These conditions are reflected in our current estimate of expected credit losses. Our allowance for credit losses increased to $10.9 billion during the year ended December 31, 2024, primarily reflecting these conditions and the impact of the Ally Lending acquisition. 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. --- ## Modified: Due after 10 years **Key changes:** - Reworded sentence: "Total Residential mortgage-backed Asset-backed Total estimated fair value Amortized cost Weighted average yield(a) ______________________ (a)Weighted average yield is calculated based on the amortized cost of each security." - Reworded sentence: "There were no material realized gains or losses recognized for the years ended December 31, 2024, 2023 and 2022." **Prior (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. **Current (2025):** Total Residential mortgage-backed Asset-backed Total estimated fair value Amortized cost Weighted average yield(a) ______________________ (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, 2024, 2023 and 2022. Although we generally do not have the intent to sell any specific securities held at December 31, 2024, 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. 130 130 130 --- ## Modified: Financial Assets and Financial Liabilities Carried at Other Than Fair Value **Key changes:** - Reworded sentence: "CarryingCorresponding fair value amountAt December 31, 2024 ($ in millions)valueTotalLevel 1Level 2Level 3Financial AssetsFinancial assets for which carrying values equal or approximate fair value: Cash and equivalents(a)$14,711 $14,711 $14,711 $ - $ - Other assets(a)(b)$44 $44 $44 $ - $ - Financial assets carried at other than fair value: Loan receivables, net(c)$93,785 $106,632 $ - $ - $106,632 Financial Liabilities(d) Financial liabilities carried at other than fair value:Deposits(e)$82,062 $82,256 $ - $82,256 $ - Borrowings of consolidated securitization entities$7,842 $7,871 $ - $4,950 $2,921 Senior and subordinated unsecured notes$7,620 $7,502 $ - $7,502 $ - 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(f)$112 $112 $112 $ - $ - Financial assets carried at other than fair value: Loan receivables, net(c)$92,407 $104,761 $ - $ - $104,761 Financial Liabilities(d) Financial liabilities carried at other than fair value:Deposits(e)$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 $ - At December 31, 2024 ($ in millions)" **Prior (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 $93 million of restricted cash and equivalents. (d)Excludes financial assets for which we have elected the fair value option. Under certain retail partner program agreements, the expected sales proceeds in the event of a sale of their credit card portfolio may be limited to the amounts owed by our customers, which may be less than the fair value indicated above. 140 140 140 **Current (2025):** CarryingCorresponding fair value amountAt December 31, 2024 ($ in millions)valueTotalLevel 1Level 2Level 3Financial AssetsFinancial assets for which carrying values equal or approximate fair value: Cash and equivalents(a)$14,711 $14,711 $14,711 $ - $ - Other assets(a)(b)$44 $44 $44 $ - $ - Financial assets carried at other than fair value: Loan receivables, net(c)$93,785 $106,632 $ - $ - $106,632 Financial Liabilities(d) Financial liabilities carried at other than fair value:Deposits(e)$82,062 $82,256 $ - $82,256 $ - Borrowings of consolidated securitization entities$7,842 $7,871 $ - $4,950 $2,921 Senior and subordinated unsecured notes$7,620 $7,502 $ - $7,502 $ - 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(f)$112 $112 $112 $ - $ - Financial assets carried at other than fair value: Loan receivables, net(c)$92,407 $104,761 $ - $ - $104,761 Financial Liabilities(d) Financial liabilities carried at other than fair value:Deposits(e)$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 $ - At December 31, 2024 ($ in millions) --- ## Modified: Balance at December 31, 2024 **Key changes:** - Reworded sentence: "($ in millions)Balance at January 1, 2023Impact of ASU 2022-02 AdoptionPost-Adoption Balance at January 1, 2023Provision charged to operations(d)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 $10,571" **Prior (2024):** Allowance for Credit Losses (a)(b) ($ 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 $10,571 **Current (2025):** ($ in millions)Balance at January 1, 2023Impact of ASU 2022-02 AdoptionPost-Adoption Balance at January 1, 2023Provision charged to operations(d)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 $10,571 --- ## Modified: Loan Modifications to Borrowers Experiencing Financial Difficulty **Key changes:** - Added sentence: "The Company adopted ASU 2022-02 as of January 1, 2023 on a modified retrospective basis through a cumulative adjustment to retained earnings." - Added sentence: "The guidance is applicable for all loans modified to borrowers experiencing financial difficulties since January 1, 2023." - Added sentence: "The following table provides information on our loan modifications made to borrowers experiencing financial difficulty during the periods presented, which do not include loans that are classified as loan receivables held for sale: Years ended December 3120242023($ in millions)Amount(a)% of Total Class of Loan ReceivablesAmount(a)% of Total Class of Loan ReceivablesLong-term modificationsCredit cards$1,743 1.8 %$1,573 1.6 %Consumer installment loans - - % - - %Commercial credit products10 0.5 %6 0.3 %Short-term modificationsCredit cards948 1.0 %628 0.6 %Consumer installment loans - - % - - %Commercial credit products1 - %1 - %Total$2,702 2.6 %$2,208 2.1 % Amount(a)" **Prior (2024):** See Note 2. Basis of Presentation and Summary of Significant Accounting Policies - Allowance for Credit Losses - Loan Modifications to Borrowers Experiencing Financial Difficulty for additional information on our significant accounting policies related to loan modifications to borrowers experiencing financial difficulty. **Current (2025):** The Company adopted ASU 2022-02 as of January 1, 2023 on a modified retrospective basis through a cumulative adjustment to retained earnings. The guidance is applicable for all loans modified to borrowers experiencing financial difficulties since January 1, 2023. See Note 2. Basis of Presentation and Summary of Significant Accounting Policies - Allowance for Credit Losses - Loan Modifications to Borrowers Experiencing Financial Difficulty for additional information on our significant accounting policies related to loan modifications to borrowers experiencing financial difficulty. The following table provides information on our loan modifications made to borrowers experiencing financial difficulty during the periods presented, which do not include loans that are classified as loan receivables held for sale: Years ended December 3120242023($ in millions)Amount(a)% of Total Class of Loan ReceivablesAmount(a)% of Total Class of Loan ReceivablesLong-term modificationsCredit cards$1,743 1.8 %$1,573 1.6 %Consumer installment loans - - % - - %Commercial credit products10 0.5 %6 0.3 %Short-term modificationsCredit cards948 1.0 %628 0.6 %Consumer installment loans - - % - - %Commercial credit products1 - %1 - %Total$2,702 2.6 %$2,208 2.1 % Amount(a) --- ## Modified: Total past due(a) **Key changes:** - Reworded sentence: "(a) Once a loan has been modified, it only returns to current status if the borrower pays the total minimum payment due or if the loan is re-aged after three consecutive monthly program payments are received post the modification date." **Prior (2024):** (a) Once a loan has been modified, it only returns to current status (re-aged) after three consecutive monthly program payments are received post the modification date. 130 130 130 **Current (2025):** Amortized cost basisAt December 31, 2023 ($ 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) --- ## Modified: NOTE 6. VARIABLE INTEREST ENTITIES **Key changes:** - Reworded sentence: "We use VIEs to securitize loan receivables and arrange public and private asset-backed financing in the ordinary course of business through Synchrony Card Issuance Trust, as well as private asset-backed financing through Synchrony Credit Card Master Note Trust and Synchrony Sales Finance Master Trust." - Reworded sentence: "We do not have implicit support arrangements with any VIE and we did not provide non-contractual support for previously transferred loan receivables to any of these VIEs in the years ended December 31, 2024 and 2023." - Reworded sentence: "The loan receivables in these entities have risks and characteristics similar to our other loan receivables and were underwritten to the same standard." - Reworded sentence: "Contractually, the cash flows from these loan receivables must first be used to pay third-party debt holders, as well as other expenses of the entity." - Reworded sentence: "The table below summarizes the assets and liabilities of our consolidated securitization VIEs described above." **Prior (2024):** We use VIEs to securitize loan receivables and arrange asset-backed financing in the ordinary course of business. Investors in these entities only have recourse to the assets owned by the entity and not to our general credit. We do not have implicit support arrangements with any VIE and we did not provide non-contractual support for previously transferred loan receivables to any of these VIEs in the years ended December 31, 2023 and 2022. Our VIEs are able to accept new loan receivables and arrange new asset-backed financings, consistent with the requirements and limitations on such activities placed on the VIE by existing investors. Once an account has been designated to a VIE, the contractual arrangements we have require all existing and future loan receivables originated under such account to be transferred to the VIE. The amount of loan receivables held by our VIEs in excess of the minimum amount required under the asset-backed financing arrangements with investors may be removed by us under removal of accounts provisions. All loan receivables held by a VIE are subject to claims of third-party investors. In evaluating whether we have the power to direct the activities of a VIE that most significantly impact its economic performance, we consider the purpose for which the VIE was created, the importance of each of the activities in which it is engaged and our decision-making role, if any, in those activities that significantly determine the entity's economic performance as compared to other economic interest holders. This evaluation requires consideration of all facts and circumstances relevant to decision-making that affects the entity's future performance and the exercise of professional judgment in deciding which decision-making rights are most important. In determining whether we have the right to receive benefits or the obligation to absorb losses that could potentially be significant to a VIE, we evaluate all of our economic interests in the entity, regardless of form (debt, equity, management and servicing fees, and other contractual arrangements). This evaluation considers all relevant factors of the entity's design, including: the entity's capital structure, contractual rights to earnings or losses, subordination of our interests relative to those of other investors, as well as any other contractual arrangements that might exist that could have the potential to be economically significant. The evaluation of each of these factors in reaching a conclusion about the potential significance of our economic interests is a matter that requires the exercise of professional judgment. We consolidate VIEs where we have the power to direct the activities that significantly affect the VIEs' economic performance, typically because of our role as either servicer or administrator for the VIEs. The power to direct exists because of our role in the design and conduct of the servicing of the VIEs' assets as well as directing certain affairs of the VIEs, including determining whether and on what terms debt of the VIEs will be issued. The loan receivables in these entities have risks and characteristics similar to our other financing receivables and were underwritten to the same standard. Accordingly, the performance of these assets has been similar to our other comparable loan receivables, and the blended performance of the pools of receivables in these entities reflects the eligibility criteria that we apply to determine which receivables are selected for transfer. Contractually, the cash flows from these financing receivables must first be used to pay third-party debt holders, as well as other expenses of the entity. Excess cash flows, if any, are available to us. The creditors of these entities have no claim on our other assets. 134 134 134 The table below summarizes the assets and liabilities of our consolidated securitization VIEs described above. At December 31 ($ in millions)20232022Assets Loan receivables, net(a)$19,537 $18,015 Other assets(b)47 61 Total$19,584 $18,076 LiabilitiesBorrowings$7,267 $6,227 Other liabilities31 23 Total$7,298 $6,250 Loan receivables, net(a) Other assets(b) _______________________ (a) Includes $1.9 billion and $1.8 billion of related allowance for credit losses resulting in gross restricted loans of $21.4 billion and $19.8 billion at December 31, 2023 and 2022, respectively. (b) Includes $45 million and $56 million of segregated funds held by the VIEs at December 31, 2023 and 2022, respectively, which are classified as restricted cash and equivalents and included as a component of Other assets in our Consolidated Statements of Financial Position. The balances presented above are net of intercompany balances and transactions that are eliminated in our consolidated financial statements. We provide servicing for all of our consolidated VIEs. Collections are required to be placed into segregated accounts owned by each VIE in amounts that meet contractually specified minimum levels. These segregated funds are invested in cash and cash equivalents and are restricted as to their use, principally to pay maturing principal and interest on debt and the related servicing fees. Collections above these minimum levels are remitted to us on a daily basis. Income (principally, interest and fees on loans) earned by our consolidated VIEs was $3.9 billion, $3.7 billion and $4.1 billion for the years ended December 31, 2023, 2022 and 2021, respectively. Related expenses consisted primarily of provision for credit losses of $857 million, $365 million and $(105) million for the years ended December 31, 2023, 2022 and 2021, respectively, and interest expense of $340 million, $196 million and $169 million for the years ended December 31, 2023, 2022 and 2021, respectively. These amounts do not include intercompany transactions, principally fees and interest, which are eliminated in our consolidated financial statements. **Current (2025):** We use VIEs to securitize loan receivables and arrange public and private asset-backed financing in the ordinary course of business through Synchrony Card Issuance Trust, as well as private asset-backed financing through Synchrony Credit Card Master Note Trust and Synchrony Sales Finance Master Trust. Investors in these entities only have recourse to the assets owned by the entity and not to our general credit. We do not have implicit support arrangements with any VIE and we did not provide non-contractual support for previously transferred loan receivables to any of these VIEs in the years ended December 31, 2024 and 2023. Our VIEs are able to accept new loan receivables and arrange new asset-backed financings, consistent with the requirements and limitations on such activities placed on the VIE by existing investors. Once an account has been designated to a VIE, the contractual arrangements we have require all existing and future loan receivables originated under such account to be transferred to the VIE. The amount of loan receivables held by our VIEs in excess of the minimum amount required under the asset-backed financing arrangements with investors may be removed by us under removal of accounts provisions. All loan receivables held by a VIE are subject to claims of third-party investors. The loan receivables in these entities have risks and characteristics similar to our other loan receivables and were underwritten to the same standard. Accordingly, the performance of these assets has been similar to our other comparable loan receivables, and the blended performance of the pools of receivables in these entities reflects the eligibility criteria that we apply to determine which receivables are selected for transfer. Contractually, the cash flows from these loan receivables must first be used to pay third-party debt holders, as well as other expenses of the entity. Excess cash flows, if any, are available to us. The creditors of these entities have no claim on our other assets. The table below summarizes the assets and liabilities of our consolidated securitization VIEs described above. At December 31 ($ in millions)20242023Assets Loan receivables, net(a)$19,439 $19,537 Other assets(b)44 47 Total$19,483 $19,584 LiabilitiesBorrowings$7,842 $7,267 Other liabilities27 31 Total$7,869 $7,298 Loan receivables, net(a) Other assets(b) _______________________ (a) Includes $1.9 billion and $1.9 billion of related allowance for credit losses resulting in gross restricted loan receivables of $21.3 billion and $21.4 billion at December 31, 2024 and 2023, respectively. (b) Includes $40 million and $45 million of segregated funds held by the VIEs at December 31, 2024 and 2023, respectively, which are classified as restricted cash and equivalents and included as a component of Other assets in our Consolidated Statements of Financial Position. The balances presented above are net of intercompany balances and transactions that are eliminated in our consolidated financial statements. We provide servicing for all of our consolidated VIEs. Collections are required to be placed into segregated accounts owned by each VIE in amounts that meet contractually specified minimum levels. These segregated funds are invested in cash and cash equivalents and are restricted as to their use, principally to pay maturing principal and interest on debt and the related servicing fees. Collections above these minimum levels are remitted to us on a daily basis. 137 137 137 Income (principally, interest and fees on loans) earned by our consolidated VIEs was $4.4 billion, $3.9 billion and $3.7 billion for the years ended December 31, 2024, 2023 and 2022, respectively. Related expenses consisted primarily of provision for credit losses of $963 million, $857 million and $365 million for the years ended December 31, 2024, 2023 and 2022, respectively, and interest expense of $427 million, $340 million and $196 million for the years ended December 31, 2024, 2023 and 2022, respectively. These amounts do not include intercompany transactions, principally fees and interest, which are eliminated in our consolidated financial statements. --- ## Modified: NOTE 9. BORROWINGS **Key changes:** - Reworded sentence: "20242023At December 31 ($ in millions)Maturity dateInterest RateWeighted average interest rateOutstanding Amount(a)(b)Outstanding Amount(a)(b)Borrowings of consolidated securitization entities:Fixed securitized borrowings2025 - 20273.37% - 5.74%4.73 %$4,917 $3,417 Floating securitized borrowings2025 - 20275.14% - 5.53%5.29 %2,925 3,850 Total borrowings of consolidated securitization entities4.94 %7,842 7,267 Senior unsecured notes:Synchrony Financial senior unsecured notes:Fixed senior unsecured notes2025 - 20312.88% - 5.15%4.19 %4,637 6,480 Fixed-to-floating senior unsecured notes(c)20305.94%5.94 %745 - Synchrony Bank senior unsecured notes:Fixed senior unsecured notes2025 - 20275.40% - 5.63%5.49 %1,497 1,494 Total senior unsecured notes4.66 %6,879 7,974 Subordinated unsecured notes:Synchrony Financial subordinated unsecured notes:Fixed subordinated unsecured notes20337.25%7.25 %741 741 Total senior and subordinated unsecured notes4.91 %7,620 8,715 Total borrowings$15,462 $15,982" **Prior (2024):** 20232022At December 31 ($ 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 $14,191 **Current (2025):** 20242023At December 31 ($ in millions)Maturity dateInterest RateWeighted average interest rateOutstanding Amount(a)(b)Outstanding Amount(a)(b)Borrowings of consolidated securitization entities:Fixed securitized borrowings2025 - 20273.37% - 5.74%4.73 %$4,917 $3,417 Floating securitized borrowings2025 - 20275.14% - 5.53%5.29 %2,925 3,850 Total borrowings of consolidated securitization entities4.94 %7,842 7,267 Senior unsecured notes:Synchrony Financial senior unsecured notes:Fixed senior unsecured notes2025 - 20312.88% - 5.15%4.19 %4,637 6,480 Fixed-to-floating senior unsecured notes(c)20305.94%5.94 %745 - Synchrony Bank senior unsecured notes:Fixed senior unsecured notes2025 - 20275.40% - 5.63%5.49 %1,497 1,494 Total senior unsecured notes4.66 %6,879 7,974 Subordinated unsecured notes:Synchrony Financial subordinated unsecured notes:Fixed subordinated unsecured notes20337.25%7.25 %741 741 Total senior and subordinated unsecured notes4.91 %7,620 8,715 Total borrowings$15,462 $15,982 --- ## Modified: INDEX TO CONSOLIDATED FINANCIAL STATEMENTS **Key changes:** - Reworded sentence: "Reports of Independent Registered Public Accounting Firm (KPMG LLP, New York, New York, PCAOB ID 185)107Consolidated Statements of Earnings for the years ended December 31, 2024, 2023 and 2022112Consolidated Statements of Comprehensive Income for the years ended December 31, 2024, 2023 and 2022113Consolidated Statements of Financial Position at December 31, 2024 and 2023114Consolidated Statements of Changes in Equity for the years ended December 31, 2024, 2023 and 2022115Consolidated Statements of Cash Flows for the years ended December 31, 2024, 2023 and 2022116Notes to the Consolidated Financial Statements117 Reports of Independent Registered Public Accounting Firm (KPMG LLP, New York, New York, PCAOB ID 185) 107 Consolidated Statements of Earnings for the years ended December 31, 2024, 2023 and 2022 112 Consolidated Statements of Comprehensive Income for the years ended December 31, 2024, 2023 and 2022 113 Consolidated Statements of Financial Position at December 31, 2024 and 2023 114 Consolidated Statements of Changes in Equity for the years ended December 31, 2024, 2023 and 2022 115 Consolidated Statements of Cash Flows for the years ended December 31, 2024, 2023 and 2022 116 117 2." **Prior (2024):** 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: **Current (2025):** Reports of Independent Registered Public Accounting Firm (KPMG LLP, New York, New York, PCAOB ID 185)107Consolidated Statements of Earnings for the years ended December 31, 2024, 2023 and 2022112Consolidated Statements of Comprehensive Income for the years ended December 31, 2024, 2023 and 2022113Consolidated Statements of Financial Position at December 31, 2024 and 2023114Consolidated Statements of Changes in Equity for the years ended December 31, 2024, 2023 and 2022115Consolidated Statements of Cash Flows for the years ended December 31, 2024, 2023 and 2022116Notes to the Consolidated Financial Statements117 Reports of Independent Registered Public Accounting Firm (KPMG LLP, New York, New York, PCAOB ID 185) 107 Consolidated Statements of Earnings for the years ended December 31, 2024, 2023 and 2022 112 Consolidated Statements of Comprehensive Income for the years ended December 31, 2024, 2023 and 2022 113 Consolidated Statements of Financial Position at December 31, 2024 and 2023 114 Consolidated Statements of Changes in Equity for the years ended December 31, 2024, 2023 and 2022 115 Consolidated Statements of Cash Flows for the years ended December 31, 2024, 2023 and 2022 116 117 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: --- ## Modified: NOTE 18. LEGAL PROCEEDINGS AND REGULATORY MATTERS **Key changes:** - Reworded sentence: "This estimate of possible loss does not represent our potential maximum loss exposure." - Removed sentence: "Below is a description of certain of our regulatory matters and legal proceedings." - Removed sentence: "On January 28, 2019, a purported shareholder derivative action, Gilbert v." - Removed sentence: "Keane, et al., was filed in the U.S." - Removed sentence: "District Court for the District of Connecticut against the Company as a nominal defendant, and certain of the Company's officers and directors." **Prior (2024):** 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 **Current (2025):** 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 potential 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. 153 153 153 --- ## 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)202420232022Credit cards(a)$20,554 $19,341 $16,471 Consumer installment loans854 401 287 Commercial credit products179 150 117 Other9 10 6 Total(b)$21,596 $19,902 $16,881 Credit cards(a) Total(b) _______________________ (a)Interest income on credit cards that was reversed related to accrued interest and fees receivables written off was $2.4 billion, $1.8 billion and $1.1 billion for the years ended December 31, 2024, 2023 and 2022, respectively." **Prior (2024):** The following table provides additional information about our interest and fees on loans, including merchant discounts, from our loan receivables, including held for sale: For the years ended December 31 ($ 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 $1.7 billion, respectively, which are included in Accrued expenses and other liabilities in our Consolidated Statements of Financial Position. 133 133 133 **Current (2025):** The following table provides additional information about our interest and fees on loans, including merchant discounts, from our loan receivables, including held for sale: For the years ended December 31 ($ in millions)202420232022Credit cards(a)$20,554 $19,341 $16,471 Consumer installment loans854 401 287 Commercial credit products179 150 117 Other9 10 6 Total(b)$21,596 $19,902 $16,881 Credit cards(a) Total(b) _______________________ (a)Interest income on credit cards that was reversed related to accrued interest and fees receivables written off was $2.4 billion, $1.8 billion and $1.1 billion for the years ended December 31, 2024, 2023 and 2022, respectively. (b)Deferred merchant discounts to be recognized in interest income at December 31, 2024 and December 31, 2023, were $1.8 billion and $1.9 billion, respectively, which are included in Accrued expenses and other liabilities in our Consolidated Statements of Financial Position. 136 136 136 --- ## Modified: Synchrony Bank **Key changes:** - Reworded sentence: "At December 31, 2024 ($ in millions)ActualMinimum for capital adequacy purposesMinimum to be well-capitalized under prompt corrective action provisionsAmountRatio(a)AmountRatio(b)AmountRatioTotal risk-based capital$15,916 15.8 %$8,037 8.0 %$10,046 10.0 %Tier 1 risk-based capital$13,805 13.7 %$6,027 6.0 %$8,037 8.0 %Tier 1 leverage$13,805 12.4 %$4,466 4.0 %$5,582 5.0 %Common equity Tier 1 capital$13,805 13.7 %$4,521 4.5 %$6,530 6.5 % At December 31, 2024 ($ in millions) Ratio(a) Ratio(b) 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) Actual Ratio(a) Ratio(b) _______________________ (a)Capital ratios are calculated based on the Basel III Standardized Approach rules." **Prior (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 **Current (2025):** At December 31, 2024 ($ in millions)ActualMinimum for capital adequacy purposesMinimum to be well-capitalized under prompt corrective action provisionsAmountRatio(a)AmountRatio(b)AmountRatioTotal risk-based capital$15,916 15.8 %$8,037 8.0 %$10,046 10.0 %Tier 1 risk-based capital$13,805 13.7 %$6,027 6.0 %$8,037 8.0 %Tier 1 leverage$13,805 12.4 %$4,466 4.0 %$5,582 5.0 %Common equity Tier 1 capital$13,805 13.7 %$4,521 4.5 %$6,530 6.5 % At December 31, 2024 ($ in millions) Ratio(a) Ratio(b) 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) Actual Ratio(a) Ratio(b) _______________________ (a)Capital ratios are calculated based on the Basel III Standardized Approach rules. Capital amounts and ratios at December 31, 2024 in the above tables reflect the applicable CECL regulatory capital transition adjustment. (b)At December 31, 2024 and 2023, 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. (b) 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. 144 144 144 --- ## Modified: Performance of Loans Modified to Borrowers Experiencing Financial Difficulty **Key changes:** - Reworded sentence: "The following tables provide information on the performance of loans modified to borrowers experiencing financial difficulty which have been modified within the previous 12 months from the applicable balance sheet date and remained in a modification program at the periods presented: Amortized cost basisAt December 31, 2024 ($ in millions)Current30-89 days delinquent90 or more days delinquentTotal past due(a)Long-term modificationsCredit cards$987 $169 $136 $305 Consumer installment loans - - - - Commercial credit products4 1 1 2 Short-term modificationsCredit cards65 37 45 82 Consumer installment loans - - - - Commercial credit products - - - - Total delinquent modified loans$1,056 $207 $182 $389 Percentage of total loan receivables1.0 %0.2 %0.2 %0.4 % At December 31, 2024 ($ in millions)" **Prior (2024):** 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) **Current (2025):** The following tables provide information on the performance of loans modified to borrowers experiencing financial difficulty which have been modified within the previous 12 months from the applicable balance sheet date and remained in a modification program at the periods presented: Amortized cost basisAt December 31, 2024 ($ in millions)Current30-89 days delinquent90 or more days delinquentTotal past due(a)Long-term modificationsCredit cards$987 $169 $136 $305 Consumer installment loans - - - - Commercial credit products4 1 1 2 Short-term modificationsCredit cards65 37 45 82 Consumer installment loans - - - - Commercial credit products - - - - Total delinquent modified loans$1,056 $207 $182 $389 Percentage of total loan receivables1.0 %0.2 %0.2 %0.4 % At December 31, 2024 ($ in millions) --- ## Modified: Additional Sources of Liquidity **Key changes:** - Reworded sentence: "We have undrawn committed and uncommitted capacity under certain credit facilities, primarily from private lenders under our securitization programs, subject to customary borrowing conditions, and also have access to the Federal Reserve discount window." **Prior (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 **Current (2025):** We have undrawn committed and uncommitted capacity under certain credit facilities, primarily from private lenders under our securitization programs, subject to customary borrowing conditions, and also have access to the Federal Reserve discount window. At December 31, 2024, we had an aggregate of $2.6 billion of undrawn capacity under our securitization financings, of which $2.1 billion was committed and $450 million was uncommitted. At December 31, 2023, we had an aggregate of $2.5 billion of undrawn capacity under our securitization financings, of which all was committed. At December 31, 2024 and 2023. we had an aggregate of $500 million of undrawn committed capacity under our unsecured revolving credit facility with private lenders. At December 31, 2024 and 2023, we had an aggregate of $11.5 billion and $10.4 billion, respectively, of available borrowing capacity through the Federal Reserve discount window based on the amount and type of assets pledged. 140 140 140 --- ## Modified: Consolidated Statements of Cash Flows **Key changes:** - Reworded sentence: "____________________________________________________________________________________________For the years ended December 31 ($ in millions)202420232022Cash flows - operating activitiesNet earnings$3,499 $2,238 $3,016 Adjustments to reconcile net earnings to cash provided from operating activitiesProvision for credit losses6,733 5,965 3,375 Deferred income taxes(98)(458)(421)Depreciation and amortization481 458 419 Gain on sale of business(1,069) - - All other operating activities507 735 574 Changes in operating assets and liabilities, net of effects of acquisitions and dispositions(Increase) decrease in interest and fees receivable33 (645)(197)(Increase) decrease in other assets(117)7 21 Increase (decrease) in accrued expenses and other liabilities(121)293 (93)Cash provided from (used for) operating activities9,848 8,593 6,694 Cash flows - investing activitiesMaturity and sales of debt securities3,616 5,011 3,984 Purchases of debt securities(2,811)(3,623)(3,866)Acquisitions, net of cash acquired(1,935) - - Proceeds from sale of business, net of cash and restricted cash sold491 - - Proceeds from sale of loan receivables - - 3,930 Net (increase) decrease in loan receivables, including held for sale(7,576)(14,900)(13,733)All other investing activities (688)(722)(549)Cash provided from (used for) investing activities(8,903)(14,234)(10,234)Cash flows - financing activitiesBorrowings of consolidated securitization entitiesProceeds from issuance of securitized debt1,694 2,294 2,720 Maturities and repayment of securitized debt(1,125)(1,257)(3,784)Senior and subordinated unsecured notesProceeds from issuance of senior and subordinated unsecured notes745 740 2,235 Maturities and repayment of senior and subordinated unsecured notes(1,850) - (1,500)Proceeds from issuance of preferred stock488 - - Dividends paid on preferred stock(72)(42)(42)Net increase (decrease) in deposits879 9,437 9,453 Purchases of treasury stock(1,008)(1,112)(3,320)Dividends paid on common stock(398)(406)(434)All other financing activities36 (22)(44)Cash provided from (used for) financing activities(611)9,632 5,284 Increase (decrease) in cash and equivalents, including restricted and held for sale amounts334 3,991 1,744 Cash and equivalents, including restricted amounts, at beginning of year14,421 10,430 8,686 Cash and equivalents at end of year:Cash and equivalents14,711 14,259 10,294 Restricted cash and equivalents included in other assets44 50 136 Cash and equivalents, including restricted amounts, held for sale - 112 - Total cash and equivalents, including restricted and held for sale amounts, at end of year$14,755 $14,421 $10,430 Supplemental disclosure of cash flow informationCash paid during the year for interest$(4,662)$(3,551)$(1,356)Cash paid during the year for income taxes$(1,087)$(1,125)$(1,290) Gain on sale of business Changes in operating assets and liabilities, net of effects of acquisitions and dispositions Acquisitions, net of cash acquired Proceeds from sale of business, net of cash and restricted cash sold Senior and subordinated unsecured notes Proceeds from issuance of senior and subordinated unsecured notes Maturities and repayment of senior and subordinated unsecured notes See accompanying notes to consolidated financial statements." **Prior (2024):** We are providing the following summary of the risk factors contained in this Annual Report on Form 10-K to enhance the readability and accessibility of our risk factor disclosures. We encourage you to carefully review the full risk factors contained in this Annual Report on Form 10-K in their entirety for additional information regarding the material factors that make an investment in our securities speculative or risky. These risks and uncertainties include, but are not limited to, the following: **Current (2025):** ____________________________________________________________________________________________For the years ended December 31 ($ in millions)202420232022Cash flows - operating activitiesNet earnings$3,499 $2,238 $3,016 Adjustments to reconcile net earnings to cash provided from operating activitiesProvision for credit losses6,733 5,965 3,375 Deferred income taxes(98)(458)(421)Depreciation and amortization481 458 419 Gain on sale of business(1,069) - - All other operating activities507 735 574 Changes in operating assets and liabilities, net of effects of acquisitions and dispositions(Increase) decrease in interest and fees receivable33 (645)(197)(Increase) decrease in other assets(117)7 21 Increase (decrease) in accrued expenses and other liabilities(121)293 (93)Cash provided from (used for) operating activities9,848 8,593 6,694 Cash flows - investing activitiesMaturity and sales of debt securities3,616 5,011 3,984 Purchases of debt securities(2,811)(3,623)(3,866)Acquisitions, net of cash acquired(1,935) - - Proceeds from sale of business, net of cash and restricted cash sold491 - - Proceeds from sale of loan receivables - - 3,930 Net (increase) decrease in loan receivables, including held for sale(7,576)(14,900)(13,733)All other investing activities (688)(722)(549)Cash provided from (used for) investing activities(8,903)(14,234)(10,234)Cash flows - financing activitiesBorrowings of consolidated securitization entitiesProceeds from issuance of securitized debt1,694 2,294 2,720 Maturities and repayment of securitized debt(1,125)(1,257)(3,784)Senior and subordinated unsecured notesProceeds from issuance of senior and subordinated unsecured notes745 740 2,235 Maturities and repayment of senior and subordinated unsecured notes(1,850) - (1,500)Proceeds from issuance of preferred stock488 - - Dividends paid on preferred stock(72)(42)(42)Net increase (decrease) in deposits879 9,437 9,453 Purchases of treasury stock(1,008)(1,112)(3,320)Dividends paid on common stock(398)(406)(434)All other financing activities36 (22)(44)Cash provided from (used for) financing activities(611)9,632 5,284 Increase (decrease) in cash and equivalents, including restricted and held for sale amounts334 3,991 1,744 Cash and equivalents, including restricted amounts, at beginning of year14,421 10,430 8,686 Cash and equivalents at end of year:Cash and equivalents14,711 14,259 10,294 Restricted cash and equivalents included in other assets44 50 136 Cash and equivalents, including restricted amounts, held for sale - 112 - Total cash and equivalents, including restricted and held for sale amounts, at end of year$14,755 $14,421 $10,430 Supplemental disclosure of cash flow informationCash paid during the year for interest$(4,662)$(3,551)$(1,356)Cash paid during the year for income taxes$(1,087)$(1,125)$(1,290) Gain on sale of business Changes in operating assets and liabilities, net of effects of acquisitions and dispositions Acquisitions, net of cash acquired Proceeds from sale of business, net of cash and restricted cash sold Senior and subordinated unsecured notes Proceeds from issuance of senior and subordinated unsecured notes Maturities and repayment of senior and subordinated unsecured notes See accompanying notes to consolidated financial statements. 116 116 116 --- ## Modified: Delinquent and Non-accrual Loans **Key changes:** - Reworded sentence: "The following table provides information on our delinquent and non-accrual loans: At December 31, 2024 ($ in millions)30-89 days delinquent90 or more days delinquentTotal past due90 or more days delinquent and accruingTotal non-accruingCredit cards$2,229 $2,431 $4,660 $2,431 $ - Consumer installment loans139 39 178 - 39 Commercial credit products45 42 87 42 - Total delinquent loans$2,413 $2,512 $4,925 $2,473 $39 Percentage of total loan receivables2.3 %2.4 %4.7 %2.4 % - % At December 31, 2024 ($ in millions) 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) 132 132 132" **Prior (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. **Current (2025):** The following table provides information on our delinquent and non-accrual loans: At December 31, 2024 ($ in millions)30-89 days delinquent90 or more days delinquentTotal past due90 or more days delinquent and accruingTotal non-accruingCredit cards$2,229 $2,431 $4,660 $2,431 $ - Consumer installment loans139 39 178 - 39 Commercial credit products45 42 87 42 - Total delinquent loans$2,413 $2,512 $4,925 $2,473 $39 Percentage of total loan receivables2.3 %2.4 %4.7 %2.4 % - % At December 31, 2024 ($ in millions) 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) 132 132 132 --- ## Modified: Dividends and Share Repurchases **Key changes:** - Reworded sentence: "During the years ended December 31, 2024, 2023 and 2022, we declared and paid common stock dividends of $1.00, $0.96 and $0.90 per share of common stock, or $398 million, $406 million and $434 million, respectively." - Reworded sentence: "In April 2024, we announced that the Board of Directors approved an incremental share repurchase program of up to $1.0 billion through June 30, 2025 (the "2024 plan") and at December 31, 2024 we had $600 million remaining under the 2024 plan." **Prior (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. **Current (2025):** During the years ended December 31, 2024, 2023 and 2022, we declared and paid common stock dividends of $1.00, $0.96 and $0.90 per share of common stock, or $398 million, $406 million and $434 million, respectively. We also declared and paid dividends on our Series A 5.625% fixed rate non-cumulative perpetual preferred stock and our Series B 8.250% fixed rate reset non-cumulative perpetual preferred stock totaling $72 million, $42 million and $42 million, for each of the years ended December 31, 2024, 2023 and 2022, respectively. During the year ended December 31, 2024, the Company repurchased an aggregate of 22.5 million shares of our common stock for $1.0 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 2024, we announced that the Board of Directors approved an incremental share repurchase program of up to $1.0 billion through June 30, 2025 (the "2024 plan") and at December 31, 2024 we had $600 million remaining under the 2024 plan. In all instances, our share repurchase programs are subject to market conditions and other factors, including legal and regulatory restrictions and required approvals, if any. --- ## Modified: Our remote work arrangements, may have an adverse impact on our business. **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." **Prior (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. **Current (2025):** 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 available in company office premises 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 such plans designed to address weather impacts, network and power grid downtime may not be available. 68 68 68 Remote work by a majority of our employee population or not requiring our employees to work in an office or a specified location on a regular basis may impact our culture and employee engagement with our company. This could affect productivity and our ability to retain employees who are critical to our operations, as well as increase our costs, impact our financial results of operations and expose us to tax compliance risks within certain jurisdictions. In addition, an increase in work from home opportunities offered 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: Performance Graph **Key changes:** - Reworded sentence: "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, 2019 through December 31, 2024." - Reworded sentence: "December 31, 2019December 31, 2020December 31, 2021December 31, 2022December 31, 2023December 31, 2024Synchrony Financial$100.00 $100.03 $136.43 $99.01 $118.59 $206.36 S&P 500$100.00 $118.40 $152.39 $124.79 $157.59 $197.02 S&P 500 Financials$100.00 $98.31 $132.75 $118.77 $133.20 $173.90" **Prior (2024):** 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 **Current (2025):** 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, 2019 through December 31, 2024. The graph assumes an initial investment of $100 on December 31, 2019. 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, 2019December 31, 2020December 31, 2021December 31, 2022December 31, 2023December 31, 2024Synchrony Financial$100.00 $100.03 $136.43 $99.01 $118.59 $206.36 S&P 500$100.00 $118.40 $152.39 $124.79 $157.59 $197.02 S&P 500 Financials$100.00 $98.31 $132.75 $118.77 $133.20 $173.90 --- ## Modified: Payment Defaults **Key changes:** - Reworded sentence: "The following table presents the type, number and amount of loans to borrowers experiencing financial difficulty that enrolled in a long-term modification program within the previous 12 months from the applicable balance sheet date, and experienced a payment default and charged-off during the periods presented: Year ended December 31, 2024Year ended December 31, 2023($ in millions, accounts in thousands)Accounts defaultedLoans defaultedAccounts defaultedLoans defaultedCredit cards97 $268 96 $233 Consumer installment loans - - - - Commercial credit products1 2 - 2 Total98 $270 96 $235" **Prior (2024):** The following table presents the type, number and amount of loans to borrowers experiencing financial difficulty that enrolled in a long-term modification program during the year ended December 31, 2023 and experienced a payment default and charged-off during the year: Year ended December 31, 2023($ in millions, accounts in thousands)Accounts defaultedLoans defaultedCredit cards96 $233 Consumer installment loans - - Commercial credit products - 2 Total96 $235 **Current (2025):** The following table presents the type, number and amount of loans to borrowers experiencing financial difficulty that enrolled in a long-term modification program within the previous 12 months from the applicable balance sheet date, and experienced a payment default and charged-off during the periods presented: Year ended December 31, 2024Year ended December 31, 2023($ in millions, accounts in thousands)Accounts defaultedLoans defaultedAccounts defaultedLoans defaultedCredit cards97 $268 96 $233 Consumer installment loans - - - - Commercial credit products1 2 - 2 Total98 $270 96 $235 --- ## Modified: Year ended December 31, 2023 **Key changes:** - Reworded sentence: "135 135 135 Of the loans modified to borrowers experiencing financial difficulty that enrolled in a short-term modification program within the previous 12 months from the applicable balance sheet date, 61% and 54% had fully completed all required payments and successfully exited the program during the years ended December 31, 2024 and 2023, respectively." **Prior (2024):** The Company adopted ASU 2022-02 as of January 1, 2023 on a modified retrospective basis through a cumulative adjustment to retained earnings. The new guidance is applicable for all loans modified to borrowers experiencing financial difficulties as of the beginning of 2023. The following table provides information on our loan modifications to borrowers experiencing financial difficulty during the period presented, which do not include loans that are classified as loan receivables held for sale: 129 129 129 Year ended December 31, 2023($ 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 % **Current (2025):** 135 135 135 Of the loans modified to borrowers experiencing financial difficulty that enrolled in a short-term modification program within the previous 12 months from the applicable balance sheet date, 61% and 54% had fully completed all required payments and successfully exited the program during the years ended December 31, 2024 and 2023, respectively. --- ## Modified: Credit Quality Indicators **Key changes:** - Reworded sentence: "We utilize VantageScore credit scores to assist in our assessment of consumer credit quality." - Reworded sentence: "There are certain customer accounts, including for our commercial credit products, for which a VantageScore credit score may not be available where we use alternative sources to assess their credit quality and predict behavior." **Prior (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 **Current (2025):** 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 consumer 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, including for our commercial credit products, for which a VantageScore credit score may not be available where we use alternative sources to assess their credit quality and predict behavior. The following table provides the most recent VantageScore credit scores, or equivalent, available for our revolving credit card and commercial credit product customers at December 31, 2024 and 2023, respectively, as a percentage of each class of loan receivable. The table below excludes 0.3% of our total loan receivables balance for our credit cards and commercial credit products at both December 31, 2024 and 2023, which represents those customer accounts for which a VantageScore credit score, or equivalent, is not available. At December 3120242023651 or591 to590 or651 or591 to590 orhigher650 lesshigher650 lessCredit cards73 %19 %8 %72 %19 %9 %Commercial credit products 83 %7 %10 %83 %10 %7 % Consumer Installment Loans 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. The tables below include information on our consumer installment loans by origination year. The amounts for the current year period include information related to loan receivables associated with the Ally Lending acquisition. See Note 3. Acquisitions and Dispositions for additional information. Consumer Installment Loans by Origination YearBy origination yearAt December 31, 2024 ($ in millions)20242023202220212020PriorTotalAmortized cost basis$2,581 $1,761 $1,005 $424 $166 $34 $5,971 30-89 days delinquent$47 $44 $30 $12 $5 $1 $139 90 or more days delinquent$13 $13 $9 $3 $1 $ - $39 At December 31, 2024 ($ in millions) 2024 By origination yearAt December 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 $ - $ - $23 At December 31, 2023 ($ in millions) 2023 Gross Charge-offs for Consumer Installment Loans by Origination YearBy origination yearFor the years ended ($ in millions)20242023202220212020PriorTotalDecember 31, 2024$55 $178 $117 $46 $16 $4 $416 December 31, 2023$ - $65 $84 $42 $19 $8 $218 For the years ended ($ in millions) December 31, 2024 December 31, 2023 133 133 133 --- ## Modified: New Accounting Standards **Key changes:** - Reworded sentence: "Newly Adopted Accounting Standards In November 2023, the FASB issued ASU 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures." - Reworded sentence: "The Company adopted this guidance as of December 31, 2024, on a retrospective basis." - Reworded sentence: "The Company will adopt this guidance on a retrospective basis on its effective date, which for us is beginning within our December 31, 2025 Form 10-K." **Prior (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. **Current (2025):** Newly 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 adopted this guidance as of December 31, 2024, on a retrospective basis. See Note 17. Segment Reporting for additional information. Recently Issued But Not Yet Adopted Accounting Standards 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 a retrospective basis on its effective date, which for us is beginning within our December 31, 2025 Form 10-K. Management does not expect this guidance to have a material impact on the Consolidated Financial Statements. In November 2024, the FASB issued ASU 2024-03, Income Statement - Reporting Comprehensive Income - Expense Disaggregation Disclosures (Subtopic 220-40). This ASU requires disaggregated information about certain income statement line items in a tabular format in the notes to the financial statements. The Company will adopt this guidance on its effective date, which for us is beginning within our December 31, 2027 Form 10-K, and is currently determining the method of adoption, however, it is not expected to have a material impact to our Consolidated Financial Statements. --- ## 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)20252026202720282029ThereafterBorrowings$5,650 $3,250 $3,700 $ - $650 $2,250" **Prior (2024):** The following table summarizes the maturities of the principal amount of our borrowings of consolidated securitization entities and senior and subordinated unsecured notes over the next five years and thereafter: ($ in millions)20242025202620272028ThereafterBorrowings$4,225 $5,300 $2,750 $1,600 $ - $2,150 137 137 137 **Current (2025):** The following table summarizes the maturities of the principal amount of our borrowings of consolidated securitization entities and senior and subordinated unsecured notes over the next five years and thereafter: ($ in millions)20252026202720282029ThereafterBorrowings$5,650 $3,250 $3,700 $ - $650 $2,250 --- ## Modified: Significant Components of Our Net Deferred Income Taxes **Key changes:** - Reworded sentence: "At December 31 ($ in millions)20242023AssetsAllowance for credit losses$2,718 $2,626 Compensation and employee benefits133 149 Other assets216 166 Total deferred income tax assets before valuation allowance3,067 2,941 Valuation allowance(20)(18)Total deferred income tax assets$3,047 $2,923 LiabilitiesOriginal issue discount$(262)$(365)Goodwill and identifiable intangibles(197)(198)Investment securities(a)(193)(57)Other liabilities(a)(105)(108)Total deferred income tax liabilities (757)(728)Net deferred income tax assets$2,290 $2,195 _______________________ Goodwill and identifiable intangibles Investment securities(a) Other liabilities(a) (a)Prior period amounts in the table above are presented to conform with current year presentation." **Prior (2024):** At December 31 ($ 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 $1,828 _______________________ Goodwill and identifiable intangibles(a) Other liabilities(a) (a)Prior period amounts have been recast to reflect the change in presentation of contract costs related to our retailer partner agreements on our Consolidated Statements of Financial Condition. See Note 2. Basis of Presentation and Summary of Significant Accounting Policies to our consolidated financial statements for additional information. **Current (2025):** At December 31 ($ in millions)20242023AssetsAllowance for credit losses$2,718 $2,626 Compensation and employee benefits133 149 Other assets216 166 Total deferred income tax assets before valuation allowance3,067 2,941 Valuation allowance(20)(18)Total deferred income tax assets$3,047 $2,923 LiabilitiesOriginal issue discount$(262)$(365)Goodwill and identifiable intangibles(197)(198)Investment securities(a)(193)(57)Other liabilities(a)(105)(108)Total deferred income tax liabilities (757)(728)Net deferred income tax assets$2,290 $2,195 _______________________ Goodwill and identifiable intangibles Investment securities(a) Other liabilities(a) (a)Prior period amounts in the table above are presented to conform with current year presentation. --- ## Modified: Enterprise Risk Assessment and Risk Aggregation Reporting **Key changes:** - Reworded sentence: "The Enterprise Risk Assessment process and Risk Aggregation Reporting ("ERA/RAR") is designed to identify, assess, quantify, and aggregate risk across the Company's primary risk categories and serves as a basis to determine the Company's risk profile." **Prior (2024):** The Enterprise Risk Assessment process ("ERA") is a top-down process designed to identify, assess and quantify risk across the Company's primary risk categories and serves as a basis to determine the Company's risk profile. The Enterprise Risk Management team, in collaboration with the Risk Pillar leaders, performs an independent ERA using a methodology that measures likelihood, impact, vulnerability and the speed of onset to rate risks across Synchrony. The ERA plays an important role in directing the risk management activities by helping prioritize initiatives and focus resources on the most appropriate risks. The ERA is performed annually and refreshed periodically, and is the basis of the Material Risk Inventory which is a key input in the strategic and capital planning processes. Stress testing activities provide a forward-looking assessment of risks and losses. Stress testing is integrated into the strategic, capital and liquidity planning processes, and the results are used to identify portfolio vulnerabilities and develop risk mitigation strategies or contingency plans across a range of stressed conditions. **Current (2025):** The Enterprise Risk Assessment process and Risk Aggregation Reporting ("ERA/RAR") is designed to identify, assess, quantify, and aggregate risk across the Company's primary risk categories and serves as a basis to determine the Company's risk profile. The Enterprise Risk Management team, in collaboration with the risk pillar leaders, performs an independent ERA/RAR using a methodology that measures inherent risk, enterprise control environment, and residual risk to rate enterprise-level risks across Synchrony for the ERA, and aggregate risk level, enterprise control environment, and aggregate risk exposure to rate risk categories across Synchrony for RAR. The ERA/RAR process plays an important role in directing the risk management activities by helping prioritize initiatives and focus resources on the most appropriate risks. The ERA/RAR process is performed quarterly. The ERA output determines the Material Risk Inventory, which is a key input in the strategic and capital planning processes. Stress testing activities provide a forward-looking assessment of risks and losses. Stress testing is integrated into the strategic, capital and liquidity planning processes, and the results are used to identify portfolio vulnerabilities and develop risk mitigation strategies or contingency plans across a range of stressed conditions. --- ## Modified: Issuer Purchases of Equity Securities **Key changes:** - Reworded sentence: "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, 2024." **Prior (2024):** 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 $600.0 **Current (2025):** The table below sets forth information regarding purchases of our common stock primarily related to our share repurchase program that were made by us or on our behalf during the three months ended December 31, 2024. ($ 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, 20243,967 $49.55 - $700.0 November 1 - 30, 2024535,273 $64.59 534,497 $665.5 December 1 - 31, 2024965,618 $67.81 965,554 $600.0 Total1,504,858 $66.66 1,500,051 $600.0 --- ## Modified: NOTE 5. LOAN RECEIVABLES AND ALLOWANCE FOR CREDIT LOSSES **Key changes:** - Reworded sentence: "At December 31 ($ in millions)20242023Credit cards$96,818 $97,043 Consumer installment loans5,971 3,977 Commercial credit products1,826 1,839 Other 106 129 Total loan receivables, before allowance for credit losses(a)(b)(c)$104,721 $102,988" **Prior (2024):** At December 31 ($ 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 $92,470 **Current (2025):** At December 31 ($ in millions)20242023Credit cards$96,818 $97,043 Consumer installment loans5,971 3,977 Commercial credit products1,826 1,839 Other 106 129 Total loan receivables, before allowance for credit losses(a)(b)(c)$104,721 $102,988 --- ## Modified: Condensed Statements of Cash Flows **Key changes:** - Reworded sentence: "For the years ended December 31 ($ in millions)202420232022Cash flows - operating activities Net earnings$3,499 $2,238 $3,016 Adjustments to reconcile net earnings to cash provided from operating activitiesDeferred income taxes122 9 (1)Equity in undistributed net (earnings) loss of subsidiaries(1,946)(683)278 Gain on sale of business(1,069) - - All other operating activities169 101 28 Changes in operating assets and liabilities, net of effects of acquisitions and dispositions(Increase) decrease in other assets (16)19 (28)Increase (decrease) in accrued expenses and other liabilities(15)21 (4)Cash provided from (used for) operating activities744 1,705 3,289 Cash flows - investing activities Net (increase) decrease in investments in and amounts due from subsidiaries95 (898)265 Maturity and sales of debt securities12 14 21 Proceeds from sale of business594 - - All other investing activities(5)(45)(6)Cash provided from (used for) investing activities696 (929)280 Cash flows - financing activities Senior and subordinated unsecured notesProceeds from issuance of senior and subordinated unsecured notes745 740 745 Maturities and repayment of senior unsecured notes(1,850) - (750)Proceeds from issuance of preferred stock488 - - Dividends paid on preferred stock(72)(42)(42)Purchases of treasury stock(1,008)(1,112)(3,320)Dividends paid on common stock(398)(406)(434)Increase (decrease) in amounts due to subsidiaries82 (7)14 All other financing activities39 (22)(41)Cash provided from (used for) financing activities(1,974)(849)(3,828)Increase (decrease) in cash and equivalents(534)(73)(259)Cash and equivalents at beginning of year3,214 3,287 3,546 Cash and equivalents at end of year$2,680 $3,214 $3,287 Gain on sale of business Changes in operating assets and liabilities, net of effects of acquisitions and dispositions Proceeds from sale of business Senior and subordinated unsecured notes Proceeds from issuance of senior and subordinated unsecured notes 150 150 150" **Prior (2024):** For the years ended December 31 ($ 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 $3,546 148 148 148 **Current (2025):** For the years ended December 31 ($ in millions)202420232022Cash flows - operating activities Net earnings$3,499 $2,238 $3,016 Adjustments to reconcile net earnings to cash provided from operating activitiesDeferred income taxes122 9 (1)Equity in undistributed net (earnings) loss of subsidiaries(1,946)(683)278 Gain on sale of business(1,069) - - All other operating activities169 101 28 Changes in operating assets and liabilities, net of effects of acquisitions and dispositions(Increase) decrease in other assets (16)19 (28)Increase (decrease) in accrued expenses and other liabilities(15)21 (4)Cash provided from (used for) operating activities744 1,705 3,289 Cash flows - investing activities Net (increase) decrease in investments in and amounts due from subsidiaries95 (898)265 Maturity and sales of debt securities12 14 21 Proceeds from sale of business594 - - All other investing activities(5)(45)(6)Cash provided from (used for) investing activities696 (929)280 Cash flows - financing activities Senior and subordinated unsecured notesProceeds from issuance of senior and subordinated unsecured notes745 740 745 Maturities and repayment of senior unsecured notes(1,850) - (750)Proceeds from issuance of preferred stock488 - - Dividends paid on preferred stock(72)(42)(42)Purchases of treasury stock(1,008)(1,112)(3,320)Dividends paid on common stock(398)(406)(434)Increase (decrease) in amounts due to subsidiaries82 (7)14 All other financing activities39 (22)(41)Cash provided from (used for) financing activities(1,974)(849)(3,828)Increase (decrease) in cash and equivalents(534)(73)(259)Cash and equivalents at beginning of year3,214 3,287 3,546 Cash and equivalents at end of year$2,680 $3,214 $3,287 Gain on sale of business Changes in operating assets and liabilities, net of effects of acquisitions and dispositions Proceeds from sale of business Senior and subordinated unsecured notes Proceeds from issuance of senior and subordinated unsecured notes 150 150 150 --- ## Modified: Non-consolidated VIEs **Key changes:** - Reworded sentence: "As part of our community reinvestment initiatives, we invest in funds that invest in affordable housing properties and receive affordable housing tax credits for these investments." **Prior (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 **Current (2025):** As part of our community reinvestment initiatives, we invest in funds that invest in affordable housing properties and receive affordable housing tax credits for these investments. We account for these investments using the proportional amortization method, where the costs of the investment are amortized in proportion to the income tax credits and other income tax benefits received. These investments are included in Other assets within our Consolidated Statements of Financial Position totaled $776 million and $736 million at December 31, 2024 and December 31, 2023, respectively, and represents our total exposure for these entities. Other assets Other assets For the years ended December 31, 2024, 2023 and 2022, provision for income taxes included amortization of $90 million, $71 million and $44 million, respectively, and tax credits and other tax benefits of $108 million, $90 million and $56 million, respectively, associated with investments in affordable housing properties. provision for income taxes provision for income taxes provision for income taxes provision for income taxes provision for income taxes provision for income taxes Our other investments in non-consolidated VIEs totaled $274 million and $252 million at December 31, 2024 and 2023, respectively, are included in Other assets within our Consolidated Statements of Financial Position. At December 31, 2024, the Company also had investment commitments of $191 million related to these investments. --- ## Modified: Resolution and Recovery Planning **Key changes:** - Reworded sentence: "Under FDIC regulations, an insured depository institution with $100 billion or more in total assets is required periodically to submit to the FDIC a plan for the institution's resolution in the event of its failure." **Prior (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. **Current (2025):** Under FDIC regulations, an insured depository institution with $100 billion or more in total assets is required periodically 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 timely access to their insured deposits, maximizes the net present value return from the sale or disposition of the institution's assets, minimizes the amount of any loss realized by the creditors in the resolution, and addresses risks of adverse effects on U.S. economic conditions or economic stability. The resolution plan requirement is intended to ensure that a covered insured depository institution develops a credible strategy to facilitate the FDIC's resolution of the institution across a range of possible scenarios and that the FDIC has access to all of the material information it needs to resolve the institution efficiently in the event of its failure. 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. The Bank's first resolution plan is due on July 1, 2025, and going forward, the Bank will be required to submit resolution plans every three years and interim supplements annually. 97 97 97 In October 2024, the OCC issued final revisions to its recovery planning guidelines. These revised guidelines apply to insured depository institutions with average total consolidated assets of $100 billion or more, such as the Bank. The guidelines require the Bank to develop and maintain a recovery plan that identifies triggers and options for responding to a wide range of severe internal and external stress scenarios and for restoring the Bank, to the extent it is experiencing or is likely to experience considerable financial or non-financial stress, to financial strength and viability in a timely manner. Under the guidelines, the Bank must test its recovery plan at least annually. The Bank is required to comply with all aspects of these guidelines by January 1, 2026, other than the testing requirement, with which the Bank must comply by January 1, 2027. --- ## Modified: ____________________________________________________________________________________________ **Key changes:** - Reworded sentence: "At December 31 ($ in millions)20242023Assets Cash and equivalents$14,711 $14,259 Debt securities (Note 4)3,079 3,799 Loan receivables: (Notes 5 and 6)Unsecuritized loans held for investment83,382 81,554 Restricted loans of consolidated securitization entities21,339 21,434 Total loan receivables104,721 102,988 Less: Allowance for credit losses (10,929)(10,571)Loan receivables, net93,792 92,417 Goodwill (Note 7)1,274 1,018 Intangible assets, net (Note 7)854 815 Other assets5,753 4,915 Assets held for sale (Note 3) - 256 Total assets$119,463 $117,479 Liabilities and EquityDeposits: (Note 8)Interest-bearing deposit accounts$81,664 $80,789 Non-interest-bearing deposit accounts398 364 Total deposits82,062 81,153 Borrowings: (Notes 6 and 9)Borrowings of consolidated securitization entities7,842 7,267 Senior and subordinated unsecured notes7,620 8,715 Total borrowings15,462 15,982 Accrued expenses and other liabilities5,359 6,334 Liabilities held for sale (Note 3) - 107 Total liabilities$102,883 $103,576 Equity:Preferred stock, par share value $0.001 per share; 1,250,000 and 750,000 shares authorized at December 31, 2024 and 2023, respectively; 1,250,000 and 750,000 shares issued and outstanding at December 31, 2024 and 2023, respectively and aggregate liquidation preference of $1,250 at December 31, 2024 and $750 at December 31, 2023$1,222 $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, 2024 and 2023; 388,261,077 and 406,875,775 shares outstanding at December 31, 2024 and 2023, respectively1 1 Additional paid-in capital9,853 9,775 Retained earnings21,635 18,662 Accumulated other comprehensive income (loss):Debt securities(23)(33)Currency translation adjustments(44)(38)Employee benefit plans8 3 Treasury stock, at cost; 445,723,607 and 427,108,909 shares at December 31, 2024 and 2023, respectively(16,072)(15,201)Total equity16,580 13,903 Total liabilities and equity$119,463 $117,479 Senior and subordinated unsecured notes Preferred stock, par share value $0.001 per share; 1,250,000 and 750,000 shares authorized at December 31, 2024 and 2023, respectively; 1,250,000 and 750,000 shares issued and outstanding at December 31, 2024 and 2023, respectively and aggregate liquidation preference of $1,250 at December 31, 2024 and $750 at December 31, 2023 Common stock, par share value $0.001 per share; 4,000,000,000 shares authorized; 833,984,684 shares issued at both December 31, 2024 and 2023; 388,261,077 and 406,875,775 shares outstanding at December 31, 2024 and 2023, respectively Treasury stock, at cost; 445,723,607 and 427,108,909 shares at December 31, 2024 and 2023, respectively See accompanying notes to consolidated financial statements." **Prior (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: **Current (2025):** 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: Management Committees **Key changes:** - Reworded sentence: "There are four management committees with important roles and responsibilities in the risk management function: the MC, the ERMC, the ALCO and the CMC." - Reworded sentence: "The responsibilities of the ERMC include the day-to-day oversight of risks impacting the Company, establishing a risk appetite statement, and ensuring compliance across the Company with the overall risk appetite." - Added sentence: "Asset and Liability Management Committee The ALCO is a management committee under the oversight of the Risk Committee and is comprised of our senior executives and chaired by the Treasurer." - Added sentence: "It identifies, measures, monitors, manages and controls market, liquidity, and credit (investments and bank relationships) risks to the Company's balance sheet." - Added sentence: "ALCO activities include reviewing and monitoring cash management, investments, liquidity, funding, and foreign exchange risk activities and overseeing the safe, sound and efficient operation of the Company in compliance with applicable policies, laws, and regulations." **Prior (2024):** The ERMC is a management committee under the oversight of the Risk Committee and is comprised of senior executives and chaired by the CRO. The ERMC has responsibility for risk oversight across the Company and for reporting on material risks to our Risk Committee. The responsibilities of the ERMC include the day-to-day oversight of risks impacting the Company, establishing a risk appetite statement and ensuring compliance across the Company with the overall risk appetite. The ERMC also oversees establishment of risk management policies, the performance and functioning of the relevant overall risk management function, and the implementation of appropriate governance activities and systems that support control of risks. **Current (2025):** There are four management committees with important roles and responsibilities in the risk management function: the MC, the ERMC, the ALCO and the CMC. These committees and their risk-related roles are described below. Management Committee The MC is under the oversight of the Board of Directors and is comprised of our senior executives and chaired by our CEO. The MC has responsibility for reviewing and approving lending and investment activities of the Company, such as equity investments, acquisitions, dispositions, joint ventures, portfolio deals and investment issues regarding the Company. It is also responsible for overseeing the Company's approach to managing its investments, reviewing and approving the Company's annual strategic plan, and overseeing activities administered by its Credit, Information Technology, New Product Introduction, Investment Review and Pricing sub-committees. The MC also reviews management reports provided on a periodic basis, or as requested, in order to monitor evolving issues, effectiveness of risk mitigation activities and performance against strategic plans. The MC may make decisions only within the authority that is granted to it by the Board of Directors and must escalate any investment or other proposals outside of its authority to the Board of Directors for final decision. 85 85 85 Enterprise Risk Management Committee The ERMC is a management committee under the oversight of the Risk Committee and is comprised of senior executives and chaired by the CRO. The ERMC has responsibility for risk oversight across the Company and for reporting on material risks to our Risk Committee. The responsibilities of the ERMC include the day-to-day oversight of risks impacting the Company, establishing a risk appetite statement, and ensuring compliance across the Company with the overall risk appetite. The ERMC also oversees establishment of risk management policies, the performance and functioning of the relevant overall risk management function, and the implementation of appropriate governance activities and systems that support control of risks. Asset and Liability Management Committee The ALCO is a management committee under the oversight of the Risk Committee and is comprised of our senior executives and chaired by the Treasurer. It identifies, measures, monitors, manages and controls market, liquidity, and credit (investments and bank relationships) risks to the Company's balance sheet. ALCO activities include reviewing and monitoring cash management, investments, liquidity, funding, and foreign exchange risk activities and overseeing the safe, sound and efficient operation of the Company in compliance with applicable policies, laws, and regulations. Capital Management Committee The CMC is a management committee under the oversight of the Risk Committee and is comprised of our senior executives and chaired by the SVP, Capital Management and Stress Testing. The CMC provides oversight of the Company's capital management, stress testing, and recovery and resolution planning activities. The CMC supports the Risk Committee in overseeing capital management activities such as the annual capital plan, the internal capital adequacy assessment process, stress testing, the pre-provision net revenue and credit loss methodologies, the contingent capital plan as needed in the event of a breach, and the recovery and resolution planning process. --- ## Modified: NOTE 7. GOODWILL AND OTHER INTANGIBLE ASSETS **Key changes:** - Reworded sentence: "Goodwill ($ in millions)20242023Balance at January 1$1,018 $1,105 Change in amounts allocated to disposition of business(a)4 (87)Goodwill recognized upon acquisition252 - Balance at December 31$1,274 $1,018 _____________ ($ in millions) Balance at January 1 Change in amounts allocated to disposition of business(a) Goodwill recognized upon acquisition Balance at December 31 (a) The change in the year ended December 31, 2024 was based upon the carrying amount of net assets of Pets Best and the final valuation of consideration received at closing." **Prior (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 $50 **Current (2025):** Goodwill ($ in millions)20242023Balance at January 1$1,018 $1,105 Change in amounts allocated to disposition of business(a)4 (87)Goodwill recognized upon acquisition252 - Balance at December 31$1,274 $1,018 _____________ ($ in millions) Balance at January 1 Change in amounts allocated to disposition of business(a) Goodwill recognized upon acquisition Balance at December 31 (a) The change in the year ended December 31, 2024 was based upon the carrying amount of net assets of Pets Best and the final valuation of consideration received at closing. Intangible Assets20242023At December 31 ($ in millions)Gross carrying amountAccumulated amortizationNetGross carrying amountAccumulated amortizationNetCapitalized software$2,361 $(1,569)$792 $2,065 $(1,302)$763 Other$195 $(133)$62 $204 $(152)$52 Total$2,556 $(1,702)$854 $2,269 $(1,454)$815 During the year ended December 31, 2024, we recorded additions to intangible assets of $363 million, primarily related to capitalized software expenditures, as well as intangible assets of $18 million related to the Ally Lending acquisition. See Note 3. Acquisitions and Dispositions for additional information. Amortization expense was $324 million, $294 million and $252 million for the years ended December 31, 2024, 2023 and 2022, respectively, and is included as a component of Other expense in our Consolidated Statements of Earnings. 138 138 138 We estimate annual amortization expense for existing intangible assets over the next five calendar years to be as follows: ($ in millions)20252026202720282029Amortization expense$295 $222 $165 $110 $47 --- ## Modified: The CFPB's final rule on credit card late fees, if implemented, would likely materially adversely affect our business and results of operations. **Key changes:** - Reworded sentence: "On March 5, 2024, the CFPB issued a final rule amending its regulations that implement the Truth in Lending Act to, among other things, lower the safe harbor dollar amount for credit card late fees from $30 (adjusted to $41 for each subsequent late payment within the next six billing cycles) to $8 and eliminate the automatic annual inflation adjustment to such safe harbor dollar amount." - Reworded sentence: "In anticipation that the final rule will become effective, we have implemented a number of product, pricing and policy changes to adjust for the significant reduction in our late fee income." **Prior (2024):** 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 **Current (2025):** On March 5, 2024, the CFPB issued a final rule amending its regulations that implement the Truth in Lending Act to, among other things, lower the safe harbor dollar amount for credit card late fees from $30 (adjusted to $41 for each subsequent late payment within the next six billing cycles) to $8 and eliminate the automatic annual inflation adjustment to such safe harbor dollar amount. The final rule, when effective, will result in a significant reduction in our interest and fees on loan receivables. Industry organizations have challenged the final rule in court. The final rule had an original effective date of May 14, 2024; however, on May 10, 2024, the United States District Court for the Northern District of Texas granted an injunction and stay of the final rule, and the injunction remains in effect. The ultimate outcome of this litigation and the impact on the final rule, including whether the final rule will become effective and if effective, the timing of implementation, is uncertain. We continue to closely monitor relevant developments and the impact on our business. If the final rule does not become effective, there is also a risk that new regulations relating to late fees may be proposed. For the year ended December 31, 2024, interest income on loan receivables includes fees on loans, which primarily consist of late fees on our credit products, of $2.5 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. In anticipation that the final rule will become effective, we have implemented a number of product, pricing and policy changes to adjust for the significant reduction in our late fee income. The effects of these changes have started to be reflected in our Consolidated Statement of Earnings for the year ended December 31, 2024. These changes may subject us to a variety of risks, due to, among other things, additional costs and partner, customer and other stakeholder acceptance. Further, it will take time for these product, pricing and policy changes to offset the impact of a significant reduction in the late fees we charge and there can be no assurance that these changes will fully offset the impact. Additionally, we are unable to predict the impact the product, pricing and policy changes and the implementation of the final rule itself or the final rule not becoming effective, will have on our customers' and overall consumer behavior, including in regard to our ability to retain existing customers and attract new customers. 64 64 64 Our inability to successfully manage the foregoing risks could result in harm to our reputation and our brand, as well as subject us to additional scrutiny from regulators and other stakeholders. If we are unable to continue to charge late fees at levels similar to those permitted under existing 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. --- ## Modified: Outstanding Amount(a)(b) **Key changes:** - Reworded sentence: "3.37% - 5.74% 5.14% - 5.53% 2.88% - 5.15% Fixed-to-floating senior unsecured notes(c) 2030 5.94% 5.40% - 5.63% 7.25% ___________________ (a)Includes unamortized debt premiums, discounts and issuance costs." - Added sentence: "(c)$750 million principal amount issued in August 2024." - Added sentence: "Interest rate fixed through August 1, 2029; resets August 2, 2029 to floating rate based on compounded Secured Overnight Financing Rate ("SOFR") plus 213 basis points." **Prior (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. **Current (2025):** 3.37% - 5.74% 5.14% - 5.53% 2.88% - 5.15% Fixed-to-floating senior unsecured notes(c) 2030 5.94% 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. (c)$750 million principal amount issued in August 2024. Interest rate fixed through August 1, 2029; resets August 2, 2029 to floating rate based on compounded Secured Overnight Financing Rate ("SOFR") plus 213 basis points. --- ## Modified: Consolidated Statements of Earnings ____________________________________________________________________________________ **Key changes:** - Reworded sentence: "For the years ended December 31($ in millions, except per share data)202420232022Interest income:Interest and fees on loans (Note 5)$21,596 $19,902 $16,881 Interest on cash and debt securities1,049 808 265 Total interest income22,645 20,710 17,146 Interest expense:Interest on deposits3,806 2,952 1,008 Interest on borrowings of consolidated securitization entities427 340 196 Interest on senior and subordinated unsecured notes401 419 317 Total interest expense4,634 3,711 1,521 Net interest income18,011 16,999 15,625 Retailer share arrangements(3,407)(3,661)(4,331)Provision for credit losses (Note 5)6,733 5,965 3,375 Net interest income, after retailer share arrangements and provision for credit losses7,871 7,373 7,919 Other income:Interchange revenue1,026 1,031 982 Protection product revenue562 510 387 Loyalty programs(1,382)(1,370)(1,257)Other (Note 3)1,315 118 268 Total other income1,521 289 380 Other expense:Employee costs1,872 1,884 1,681 Professional fees936 842 832 Marketing and business development 524 527 487 Information processing 803 712 623 Other 704 793 714 Total other expense 4,839 4,758 4,337 Earnings before provision for income taxes4,553 2,904 3,962 Provision for income taxes (Note 15)1,054 666 946 Net earnings$3,499 $2,238 $3,016 Net earnings available to common stockholders$3,427 $2,196 $2,974 Earnings per share (Note 13)Basic$8.64 $5.21 $6.19 Diluted$8.55 $5.19 $6.15 Interest on senior and subordinated unsecured notes Other (Note 3) Earnings per share (Note 13) See accompanying notes to consolidated financial statements." **Prior (2024):** For the years ended December 31($ 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 $7.34 Interest on senior and subordinated unsecured notes See accompanying notes to consolidated financial statements. 110 110 110 **Current (2025):** For the years ended December 31($ in millions, except per share data)202420232022Interest income:Interest and fees on loans (Note 5)$21,596 $19,902 $16,881 Interest on cash and debt securities1,049 808 265 Total interest income22,645 20,710 17,146 Interest expense:Interest on deposits3,806 2,952 1,008 Interest on borrowings of consolidated securitization entities427 340 196 Interest on senior and subordinated unsecured notes401 419 317 Total interest expense4,634 3,711 1,521 Net interest income18,011 16,999 15,625 Retailer share arrangements(3,407)(3,661)(4,331)Provision for credit losses (Note 5)6,733 5,965 3,375 Net interest income, after retailer share arrangements and provision for credit losses7,871 7,373 7,919 Other income:Interchange revenue1,026 1,031 982 Protection product revenue562 510 387 Loyalty programs(1,382)(1,370)(1,257)Other (Note 3)1,315 118 268 Total other income1,521 289 380 Other expense:Employee costs1,872 1,884 1,681 Professional fees936 842 832 Marketing and business development 524 527 487 Information processing 803 712 623 Other 704 793 714 Total other expense 4,839 4,758 4,337 Earnings before provision for income taxes4,553 2,904 3,962 Provision for income taxes (Note 15)1,054 666 946 Net earnings$3,499 $2,238 $3,016 Net earnings available to common stockholders$3,427 $2,196 $2,974 Earnings per share (Note 13)Basic$8.64 $5.21 $6.19 Diluted$8.55 $5.19 $6.15 Interest on senior and subordinated unsecured notes Other (Note 3) Earnings per share (Note 13) See accompanying notes to consolidated financial statements. 112 112 112 --- ## Modified: ____________________________________________________________________________________________ **Key changes:** - Reworded sentence: "For the years ended December 31 ($ in millions)202420232022Net earnings$3,499 $2,238 $3,016 Other comprehensive income (loss)Debt securities10 60 (97)Currency translation adjustments (6) - (12)Employee benefit plans5 (3)53 Other comprehensive income (loss)9 57 (56)Comprehensive income$3,508 $2,295 $2,960 Amounts presented net of taxes." **Prior (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: **Current (2025):** 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: EXHIBIT INDEX **Key changes:** - Reworded sentence: "Exhibit NumberDescription3.1Second Amended and Restated Certificate of Incorporation of Synchrony Financial (incorporated by reference to Exhibit 3.1 of Form 8-K filed by Synchrony Financial on June 13, 2024)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 Second Amended and Restated Certificate of Incorporation of Synchrony Financial (incorporated by reference to Exhibit 3.1 of Form 8-K filed by Synchrony Financial on June 13, 2024) 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)" **Prior (2024):** 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) **Current (2025):** Exhibit NumberDescription3.1Second Amended and Restated Certificate of Incorporation of Synchrony Financial (incorporated by reference to Exhibit 3.1 of Form 8-K filed by Synchrony Financial on June 13, 2024)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 Second Amended and Restated Certificate of Incorporation of Synchrony Financial (incorporated by reference to Exhibit 3.1 of Form 8-K filed by Synchrony Financial on June 13, 2024) 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) --- ## Modified: _____________ **Key changes:** - Reworded sentence: "(a) Includes investments in and amounts due from bank subsidiaries of $15.7 billion and $14.0 billion at December 31, 2024 and 2023, respectively." **Prior (2024):** (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 **Current (2025):** (a) Includes investments in and amounts due from bank subsidiaries of $15.7 billion and $14.0 billion at December 31, 2024 and 2023, respectively. 149 149 149 --- ## Modified: Condensed Statements of Earnings **Key changes:** - Reworded sentence: "For the years ended December 31 ($ in millions)202420232022Interest income:Interest income from subsidiaries$365 $355 $134 Interest on cash and debt securities41 34 8 Total interest income406 389 142 Interest expense:Interest on senior and subordinated unsecured notes319 335 279 Total interest expense319 335 279 Net interest income (expense)87 54 (137)Dividends from bank subsidiaries600 1,450 3,150 Dividends from nonbank subsidiaries147 102 290 Other income1,214 135 122 Other expense236 202 177 Earnings before expense/(benefit) from income taxes1,812 1,539 3,248 Expense/(benefit) from income taxes259 (16)(46)Equity in undistributed net earnings (loss) of subsidiaries1,946 683 (278)Net earnings$3,499 $2,238 $3,016 Comprehensive income$3,508 $2,295 $2,960 Interest on senior and subordinated unsecured notes" **Prior (2024):** For the years ended December 31 ($ 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 $4,203 **Current (2025):** For the years ended December 31 ($ in millions)202420232022Interest income:Interest income from subsidiaries$365 $355 $134 Interest on cash and debt securities41 34 8 Total interest income406 389 142 Interest expense:Interest on senior and subordinated unsecured notes319 335 279 Total interest expense319 335 279 Net interest income (expense)87 54 (137)Dividends from bank subsidiaries600 1,450 3,150 Dividends from nonbank subsidiaries147 102 290 Other income1,214 135 122 Other expense236 202 177 Earnings before expense/(benefit) from income taxes1,812 1,539 3,248 Expense/(benefit) from income taxes259 (16)(46)Equity in undistributed net earnings (loss) of subsidiaries1,946 683 (278)Net earnings$3,499 $2,238 $3,016 Comprehensive income$3,508 $2,295 $2,960 Interest on senior and subordinated unsecured notes --- ## Modified: NOTE 17. SEGMENT REPORTING **Key changes:** - Reworded sentence: "We conduct our operations through a single business segment, which derives interest and fee income earned on our credit products we offer to our customers." - Reworded sentence: "The chief operating decision maker, our President and Chief Executive Officer, uses consolidated net earnings to assess the performance and profitability of our single business segment." **Prior (2024):** We conduct our operations through a single business segment. Substantially all of our interest and fees on loans and long-lived assets relate to our operations within the United States. Pursuant to FASB Accounting Standards Codification ("ASC") 280, Segment Reporting, operating segments represent components of an enterprise for which separate financial information is available that is regularly evaluated by the chief operating decision maker in determining how to allocate resources and in assessing performance. The chief operating decision maker uses a variety of measures to assess the performance of the business as a whole, depending on the nature of the activity. Revenue activities are primarily managed through five sales platforms (Home & Auto, Digital, Diversified & Value, Health & Wellness and Lifestyle). Those platforms are organized by the types of partners we work with to reach our customers, with success principally measured based on interest and fees on loans, loan receivables, active accounts and other sales metrics. Detailed profitability information of the nature that could be used to allocate resources and assess the performance and operations for each sales platform individually, however, is not used by our chief operating decision maker. Expense activities, including funding costs, credit losses and operating expenses, are not measured for each platform but instead are managed for the Company as a whole. 116 116 116 **Current (2025):** We conduct our operations through a single business segment, which derives interest and fee income earned on our credit products we offer to our customers. Our credit products include private label, dual, co-brand and general purpose credit cards, as well as short- and long-term installment loans. Revenue generating activities are aligned through five sales platforms (Home & Auto, Digital, Diversified & Value, Health & Wellness and Lifestyle). Those platforms are organized by the types of partners we work with to reach our customers. Substantially all of our interest and fees on loans and long-lived assets relate to our operations within the United States. Pursuant to FASB Accounting Standards Codification ("ASC") 280, Segment Reporting, operating segments represent components of an enterprise for which separate financial information is available that is regularly evaluated by the chief operating decision maker in determining how to allocate resources and in assessing performance. The chief operating decision maker, our President and Chief Executive Officer, uses consolidated net earnings to assess the performance and profitability of our single business segment. While revenue generating activities are aligned through our five sales platforms, expense activities, including funding costs, credit losses and operating expenses, are managed for the Company as a whole. As a result, detailed profitability information for each sales platform is not used by our chief operating decision maker. The chief operating decision maker uses consolidated net earnings to assess performance by comparing to and monitoring against budget and prior year results. This information is used to manage resources to drive business and net earnings growth, including investment in key strategic priorities, as well as determine the Company's ability to return capital to shareholders. 151 151 151 The following table presents segment information for the periods presented herein: For the years ended December 31($ in millions)202420232022Interest and fees on loans$21,596 $19,902 $16,881 Interest on cash and debt securities1,049 808 265 Total interest income22,645 20,710 17,146 Total interest expense4,634 3,711 1,521 Net interest income18,011 16,999 15,625 Retailer share arrangements(3,407)(3,661)(4,331)Reserve build (release)313 1,345 839 Net charge-offs6,420 4,620 2,536 Provision for credit losses6,733 5,965 3,375 Other income:Other income452 289 260 Gain on sale of business (Note 3)1,069 - - Gain on sale of loan portfolio - - 120 Total other income1,521 289 380 Other expense:Employee costs1,872 1,884 1,681 Professional fees936 842 832 Marketing and business development 524 527 487 Information processing 803 712 623 Fraud-related operational losses192 288 173 Other segment items(a)512 505 541 Total other expense 4,839 4,758 4,337 Provision for income taxes1,054 666 946 Net earnings$3,499 $2,238 $3,016 For the years ended December 31 ($ in millions) Interest and fees on loans Reserve build (release) Net charge-offs Provision for credit losses Other income Gain on sale of business (Note 3) Gain on sale of loan portfolio Total other income Fraud-related operational losses Other segment items(a) Provision for income taxes --- ## Modified: Contractual Maturities of Investments in Available-for-Sale Debt Securities **Key changes:** - Reworded sentence: "At December 31, 2024 ($ in millions)Due within 1 yearDue after 1 year through 5 yearsDue after 5 years through 10 yearsDue after 10 yearsTotalU.S." **Prior (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) **Current (2025):** At December 31, 2024 ($ in millions)Due within 1 yearDue after 1 year through 5 yearsDue after 5 years through 10 yearsDue after 10 yearsTotalU.S. government and federal agency$1,192 $652 $ - $ - $1,844 State and municipal - 3 3 10 16 Residential mortgage-backed - 17 123 149 289 Asset-backed535 387 - - 922 Other - 8 - - 8 Total estimated fair value$1,727 $1,067 $126 $159 $3,079 Amortized cost$1,724 $1,064 $136 $185 $3,109 Weighted average yield(a)4.7 %4.6 %1.8 %2.3 %4.4 % At December 31, 2024 ($ in millions) --- ## Modified: Condensed Statements of Financial Position **Key changes:** - Reworded sentence: "At December 31 ($ in millions)20242023AssetsCash and equivalents$2,680 $3,214 Debt securities37 49 Investments in and amounts due from subsidiaries(a)19,938 18,285 Goodwill30 25 Other assets945 337 Total assets$23,630 $21,910 Liabilities and EquityAmounts due to subsidiaries$351 $316 Senior and subordinated unsecured notes6,123 7,221 Accrued expenses and other liabilities 576 470 Total liabilities7,050 8,007 Equity:Total equity16,580 13,903 Total liabilities and equity$23,630 $21,910 Investments in and amounts due from subsidiaries(a) Senior and subordinated unsecured notes" **Prior (2024):** At December 31 ($ 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 $20,070 Investments in and amounts due from subsidiaries(a) **Current (2025):** At December 31 ($ in millions)20242023AssetsCash and equivalents$2,680 $3,214 Debt securities37 49 Investments in and amounts due from subsidiaries(a)19,938 18,285 Goodwill30 25 Other assets945 337 Total assets$23,630 $21,910 Liabilities and EquityAmounts due to subsidiaries$351 $316 Senior and subordinated unsecured notes6,123 7,221 Accrued expenses and other liabilities 576 470 Total liabilities7,050 8,007 Equity:Total equity16,580 13,903 Total liabilities and equity$23,630 $21,910 Investments in and amounts due from subsidiaries(a) Senior and subordinated unsecured notes --- ## Modified: Rule 10b5-1 Trading Plans **Key changes:** - Reworded sentence: "During the three months ended December 31, 2024, certain of our directors and executive officers adopted trading plans intended to satisfy the affirmative defense conditions of Rule 10b5-1(c)." - Reworded sentence: "No other directors or officers of the Company adopted modified or terminated a "Rule 10b5-1 trading arrangement" or "non-Rule 10b5-1 trading arrangement," as each such term is defined in item 408(a) of Regulation S-K, during the three months ended December 31, 2024." **Prior (2024):** 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 ______________________ **Current (2025):** During the three months ended December 31, 2024, certain of our directors and executive officers adopted trading plans 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. No other directors or officers of the Company adopted modified or terminated a "Rule 10b5-1 trading arrangement" or "non-Rule 10b5-1 trading arrangement," as each such term is defined in item 408(a) of Regulation S-K, during the three months ended December 31, 2024. NameTitleAction Taken (Adoption or Termination Date)Duration(1)Aggregate Number of Securities to be Sold(2)Alberto CasellasExecutive Vice President & CEO, Health & WellnessAdoption (10/23/2024)10/23/2024 - 12/31/202565,739 Brian DoublesDirector; President & CEOAdoption (11/05/2024)11/5/2024 - 12/31/2025148,747 Courtney GentlemanExecutive Vice President & CEO, Diversified & ValueAdoption (11/11/2024)11/11/2024 - 12/31/202512,849 Curtis HowseExecutive Vice President & CEO, Home & AutoAdoption (11/15/2024)11/15/2024 - 12/31/202546,651 Carol JuelExecutive Vice President & Chief Technology and Operating OfficerAdoption (10/22/2024)10/22/2024 - 12/31/2025106,727 Darrell OwensExecutive Vice President & CEO, LifestyleAdoption (10/18/2024)10/18/2024 - 11/14/202518,621 Bart SchallerExecutive Vice President & CEO, DigitalAdoption (10/21/2024)10/21/2024 - 12/31/202583,729 Brian WenzelExecutive Vice President & Chief Financial OfficerAdoption (11/12/2024)11/12/2024 - 9/30/202591,172 ______________________ --- ## Modified: NOTE 8. DEPOSITS **Key changes:** - Reworded sentence: "Deposits At December 31 ($ in millions)20242023Interest-bearing deposits:Money market and other demand deposits$2,264 $1,853 Savings28,605 26,220 Certificates of depositDirect41,055 38,546 Brokered5,891 10,123 Brokered sweep accounts3,849 4,047 Total interest-bearing deposits81,664 80,789 Total non-interest-bearing deposits398 364 Total deposits$82,062 $81,153 Interest-bearing deposits: Money market and other demand deposits Savings Certificates of deposit Direct Brokered Brokered sweep accounts Total interest-bearing deposits Total non-interest-bearing deposits" **Prior (2024):** Deposits 20232022At December 31 ($ 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 $71,735 **Current (2025):** Deposits At December 31 ($ in millions)20242023Interest-bearing deposits:Money market and other demand deposits$2,264 $1,853 Savings28,605 26,220 Certificates of depositDirect41,055 38,546 Brokered5,891 10,123 Brokered sweep accounts3,849 4,047 Total interest-bearing deposits81,664 80,789 Total non-interest-bearing deposits398 364 Total deposits$82,062 $81,153 Interest-bearing deposits: Money market and other demand deposits Savings Certificates of deposit Direct Brokered Brokered sweep accounts Total interest-bearing deposits Total non-interest-bearing deposits --- *Data sourced from SEC EDGAR. Last updated 2026-06-01.*