syf-20220331

Forward-looking statements are based on management’s current expectations and assumptions, and are subject to inherent uncertainties, risks and changes in circumstances that are difficult to predict. As a result, actual results could differ materially from those indicated in these forward-looking statements. Factors that could cause actual results to differ materially include global political, economic, business, competitive, market, regulatory and other factors and risks, such as: the impact of macroeconomic conditions and whether industry trends we have identified develop as anticipated, including the future impacts of the novel coronavirus disease (“COVID-19”) outbreak and measures taken in response thereto for which future developments are highly uncertain and difficult to predict; retaining existing partners and attracting new partners, concentration of our revenue in a small number of partners, and promotion and support of our products by our partners; cyber-attacks or other security breaches; disruptions in the operations of our and our outsourced partners' computer systems and data centers; the financial performance of our partners; the sufficiency of our allowance for credit losses and the accuracy of the assumptions or estimates used in preparing our financial statements, including those related to the CECL accounting guidance; higher borrowing costs and adverse financial market conditions impacting our funding and liquidity, and any reduction in our credit ratings; our ability to grow our deposits in the future; damage to our reputation; our ability to securitize our loan receivables, occurrence of an early amortization of our securitization facilities, loss of the right to service or subservice our securitized loan receivables, and lower payment rates on our securitized loan receivables; changes in market interest rates and the impact of any margin compression; effectiveness of our risk management processes and procedures, reliance on models which may be inaccurate or misinterpreted, our ability to manage our credit risk; our ability to offset increases in our costs in retailer share arrangements; competition in the consumer finance industry; our concentration in the U.S. consumer credit market; our ability to successfully develop and commercialize new or enhanced products and services; our ability to realize the value of acquisitions and strategic investments; reductions in interchange fees; fraudulent activity; failure of third-parties to provide various services that are important to our operations; international risks and compliance and regulatory risks and costs associated with international operations; alleged infringement of intellectual property rights of others and our ability to protect our intellectual property; litigation and regulatory actions; our ability to attract, retain and motivate key officers and employees; tax legislation initiatives or challenges to our tax positions and/or interpretations, and state sales tax rules and regulations; regulation, supervision, examination and enforcement of our business by governmental authorities, the impact of the Dodd-Frank Wall Street Reform and Consumer Protection Act (the “Dodd-Frank Act”) and other legislative and regulatory developments and the impact of the Consumer Financial Protection Bureau's (the “CFPB”) regulation of our business; impact of capital adequacy rules and liquidity requirements; restrictions that limit our ability to pay dividends and repurchase our common stock, and restrictions that limit the Bank’s ability to pay dividends to us; regulations relating to privacy, information security and data protection; use of third-party vendors and ongoing third-party business relationships; and failure to comply with anti-money laundering and anti-terrorism financing laws.

For the reasons described above, we caution you against relying on any forward-looking statements, which should also be read in conjunction with the other cautionary statements that are included elsewhere in this report and in our public filings, including under the heading “Risk Factors Relating to Our Business” and “Risk Factors Relating to Regulation” in our 2021 Form 10-K. You should not consider any list of such factors to be an exhaustive statement of all of the risks, uncertainties, or potentially inaccurate assumptions that could cause our current expectations or beliefs to change. Further, any forward-looking statement speaks only as of the date on which it is made, and we undertake no obligation to update or revise any forward-looking statement to reflect events or circumstances after the date on which the statement is made or to reflect the occurrence of unanticipated events, except as otherwise may be required by law.

We offer our credit products primarily through our wholly-owned subsidiary, the Bank. In addition, through the Bank, we offer, directly to retail, affinity relationships and commercial customers, a range of deposit products insured by the Federal Deposit Insurance Corporation (“FDIC”), including certificates of deposit, individual retirement accounts (“IRAs”), money market accounts, savings accounts and sweep and affinity deposits. We also take deposits at the Bank through third-party securities brokerage firms that offer our FDIC-insured deposit products to their customers. We have significantly expanded our online direct banking operations in recent years and our deposit base serves as a source of stable and diversified low cost funding for our credit activities. At March 31, 2022, we had $63.6 billion in deposits, which represented 83% of our total funding sources.

Our Home & Auto sales platform provides comprehensive payments and financing solutions with integrated in-store and digital experiences through a broad network of partners and merchants providing home and automotive merchandise and services, as well as our Synchrony Car Care network and Synchrony HOME credit card offering. Our Home & Auto sales platform partners include a wide range of key retailers in the home improvement, furniture, bedding, appliance and electronics industry, such as Ashley HomeStores LTD, Lowe's, and Mattress Firm, as well as automotive merchandise and services, such as Chevron and Discount Tire. In addition, we also have program agreements with buying groups, manufacturers and industry associations, such as Nationwide Marketing Group and the Home Furnishings Association.

•Dual Cards and General Purpose Co-Branded Cards. Our patented Dual Cards are credit cards that function as private label credit cards when used to purchase goods and services from our partners, and as general purpose credit cards when used to make purchases from other retailers wherever cards from those card networks are accepted or for cash advance transactions. We also offer general purpose co-branded credit cards that do not function as private label credit cards, as well as a Synchrony-branded general purpose credit card. Dual Cards and general purpose co-branded credit cards are offered across all of our sales platforms and credit is typically extended on standard terms only. We offer either Dual Cards or general purpose co-branded credit cards through 21 credit partners, of which the majority are Dual Cards, as well as our CareCredit Dual Card. Consumer Dual Cards and Co-Branded cards totaled 25% of our total loan receivables portfolio, including held for sale, at March 31, 2022.

In addition to the seasonal variance in loan receivables discussed above, we also typically experience a seasonal increase in delinquency rates and delinquent loan receivables balances during the third and fourth quarters of each year due to lower customer payment rates resulting in higher net charge-off rates in the first and second quarters. Our delinquency rates and delinquent loan receivables balances typically decrease during the subsequent first and second quarters as customers begin to pay down their loan balances and return to current status resulting in lower net charge-off rates in the third and fourth quarters. Because customers who were delinquent during the fourth quarter of a calendar year have a higher probability of returning to current status when compared to customers who are delinquent at the end of each of our interim reporting periods, we expect that a higher proportion of delinquent accounts outstanding at an interim period end will result in charge-offs, as compared to delinquent accounts outstanding at a year end. Consistent with this historical experience, we generally experience a higher allowance for credit losses as a percentage of total loan receivables at the end of an interim period, as compared to the end of a calendar year. In addition, despite improving credit metrics such as declining past due amounts, we may experience an increase in our allowance for credit losses at an interim period end compared to the prior year end, reflecting these same seasonal trends.


	At and for the
	Three months ended March 31,
($ in millions)	2022			2021
Financial Position Data (Average):
Loan receivables, including held for sale	$	82,747		$	78,358
Total assets	$	95,556		$	96,455
Deposits	$	62,688		$	63,070
Borrowings	$	14,046		$	15,659
Total equity	$	13,731		$	13,071
Selected Performance Metrics:
Purchase volume(1)(2)	$	40,490		$	34,749
Home & Auto	$	10,260		$	9,337
Digital	$	11,196		$	9,340
Diversified & Value	$	11,558		$	9,220
Health & Wellness	$	3,107		$	2,648
Lifestyle	$	1,195		$	1,154
Corp, Other	$	3,174		$	3,050
Average active accounts (in thousands)(2)(3)	70,127			66,280
Net interest margin(4)	15.80		%	13.98		%
Net charge-offs	$	558		$	699
Net charge-offs as a % of average loan receivables, including held for sale	2.73		%	3.62		%
Allowance coverage ratio(5)	10.96		%	12.88		%
Return on assets(6)	4.0		%	4.3		%
Return on equity(7)	27.5		%	31.8		%
Equity to assets(8)	14.37		%	13.55		%
Other expense as a % of average loan receivables, including held for sale	5.09		%	4.82		%
Efficiency ratio(9)	37.2		%	36.1		%
Effective income tax rate	24.4		%	22.1		%
Selected Period-End Data:
Loan receivables	$	78,916		$	76,858
Allowance for credit losses	$	8,651		$	9,901
30+ days past due as a % of period-end loan receivables(10)	2.78		%	2.83		%
90+ days past due as a % of period-end loan receivables(10)	1.30		%	1.52		%
Total active accounts (in thousands)(2)(3)	69,122			65,219

______________________


	2022						2021
Three months ended March 31 ($ in millions)	Average Balance		Interest Income / Expense		Average Yield / Rate(1)		Average Balance		Interest Income/ Expense		Average Yield / Rate(1)
Assets
Interest-earning assets:
Interest-earning cash and equivalents(2)	$	8,976	$	5	0.23	%	$	14,610	$	4	0.11	%
Securities available for sale	5,513		9		0.66	%	6,772		6		0.36	%
Loan receivables, including held for sale(3):
Credit cards	78,564		3,913		20.20	%	74,865		3,657		19.81	%
Consumer installment loans	2,682		66		9.98	%	2,219		53		9.69	%
Commercial credit products	1,434		28		7.92	%	1,231		21		6.92	%
Other	67		1		NM		43		1		NM
Total loan receivables, including held for sale	82,747		4,008		19.64	%	78,358		3,732		19.32	%
Total interest-earning assets	97,236		4,022		16.78	%	99,740		3,742		15.22	%
Non-interest-earning assets:
Cash and due from banks	1,626						1,635
Allowance for credit losses	(8,675)						(10,225)
Other assets	5,369						5,305
Total non-interest-earning assets	(1,680)						(3,285)
Total assets	$	95,556					$	96,455
Liabilities
Interest-bearing liabilities:
Interest-bearing deposit accounts	$	62,314	$	127	0.83	%	$	62,724	$	170	1.10	%
Borrowings of consolidated securitization entities	6,827		33		1.96	%	7,694		51		2.69	%

Senior unsecured notes	7,219		73		4.10	%	7,965		82		4.18	%

Total interest-bearing liabilities	76,360		233		1.24	%	78,383		303		1.57	%
Non-interest-bearing liabilities:
Non-interest-bearing deposit accounts	374						346
Other liabilities	5,091						4,655
Total non-interest-bearing liabilities	5,465						5,001
Total liabilities	81,825						83,384
Equity
Total equity	13,731						13,071
Total liabilities and equity	$	95,556					$	96,455
Interest rate spread(4)					15.54	%					13.65	%
Net interest income			$	3,789					$	3,439
Net interest margin(5)					15.80	%					13.98	%

Over-30 day loan delinquencies as a percentage of period-end loan receivables decreased to 2.78% at March 31, 2022 from 2.83% at March 31, 2021, and increased from 2.62% at December 31, 2021. The decrease compared to the prior year period was primarily driven by improvements in customer payment behavior, partially offset by the effects of the reclassification of loan receivables related to the Gap Inc. and BP portfolios to loan receivables held for sale. When excluding amounts related to held for sale portfolios from both current year and prior year periods, over-30 day loan delinquencies at March 31, 2022 declined approximately 15 basis points compared to March 31, 2021. The current quarter increase as compared to December 31, 2021 was primarily driven by some moderation in customer payment rates, partially offset by the seasonality of our business.

All of our securitized financings include early repayment triggers, referred to as early amortization events, including events related to material breaches of representations, warranties or covenants, inability or failure of the Bank to transfer loan receivables to the trusts as required under the securitization documents, failure to make required payments or deposits pursuant to the securitization documents, and certain insolvency-related events with respect to the related securitization depositor, Synchrony (solely with respect to SYNCT) or the Bank. In addition, an early amortization event will occur with respect to a series if the excess spread as it relates to a particular series or for the trust, as applicable, falls below zero. Following an early amortization event, principal collections on the loan receivables in the applicable trust are applied to repay principal of the trust's asset-backed securities rather than being available on a revolving basis to fund the origination activities of our business. The occurrence of an early amortization event also would limit or terminate our ability to issue future series out of the trust in which the early amortization event occurred. No early amortization event has occurred with respect to any of the securitized financings in SYNCT, SFT or SYNIT.

(1)Represents the excess spread (generally calculated as interest income collected from the applicable pool of loan receivables less applicable net charge-offs, interest expense and servicing costs, divided by the aggregate principal amount of loan receivables in the applicable pool) for SFT or, in the case of SYNCT, a range of the excess spreads relating to the particular series issued within such trust or, in the case of SYNIT, the excess spread relating to the one outstanding series issued within such trust, in all cases omitting any series that have not been outstanding for at least three full monthly periods and calculated in accordance with the applicable trust or series documentation, for the three securitization monthly periods ended March 31, 2022.

We rely significantly on dividends and other distributions and payments from the Bank for liquidity; however, bank regulations, contractual restrictions and other factors limit the amount of dividends and other distributions and payments that the Bank may pay to us. For a discussion of regulatory restrictions on the Bank’s ability to pay dividends, see “Regulation—Risk Factors Relating to Regulation—We are subject to restrictions that limit our ability to pay dividends and repurchase our common stock; the Bank is subject to restrictions that limit its ability to pay dividends to us, which could limit our ability to pay dividends, repurchase our common stock or make payments on our indebtedness” and “Regulation—Regulation Relating to Our Business—Savings Association Regulation—Dividends and Stock Repurchases” in our 2021 Form 10-K.

In April 2022, we announced that our Board approved plans to increase our quarterly common stock dividend by 5% to $0.23 per common share commencing in the third quarter of 2022. The declaration and payment of future dividends to holders of our common and preferred stock will be at the discretion of the Board and will depend on many factors. For a discussion of regulatory and other restrictions on our ability to pay dividends and repurchase stock, see “Regulation—Risk Factors Relating to Regulation—We are subject to restrictions that limit our ability to pay dividends and repurchase our common stock; the Bank is subject to restrictions that limit its ability to pay dividends to us, which could limit our ability to pay dividends, repurchase our common stock or make payments on our indebtedness” in our 2021 Form 10-K.

In preparing our condensed consolidated financial statements, we have identified certain accounting estimates and assumptions that we consider to be the most critical to an understanding of our financial statements because they involve significant judgments and uncertainties. The critical accounting estimates we have identified relate to allowance for credit losses and fair value measurements. These estimates reflect our best judgment about current, and for some estimates future, economic and market conditions and their effects based on information available as of the date of these financial statements. If these conditions change from those expected, it is reasonably possible that these judgments and estimates could change, which may result in incremental losses on loan receivables, or material changes to our Condensed Consolidated Statement of Financial Position, among other effects. See “Management's Discussion and Analysis—Critical Accounting Estimates” in our 2021 Form 10-K, for a detailed discussion of these critical accounting estimates.


	Three months ended March 31,
($ in millions, except per share data)	2022		2021
Interest income:
Interest and fees on loans (Note 4)	$	4,008	$	3,732
Interest on cash and debt securities	14		10
Total interest income	4,022		3,742
Interest expense:
Interest on deposits	127		170
Interest on borrowings of consolidated securitization entities	33		51
Interest on senior unsecured notes	73		82

Total interest expense	233		303
Net interest income	3,789		3,439
Retailer share arrangements	(1,104)		(989)

Provision for credit losses (Note 4)	521		334
Net interest income, after retailer share arrangements and provision for credit losses	2,164		2,116
Other income:
Interchange revenue	230		171
Debt cancellation fees	89		69
Loyalty programs	(258)		(179)
Other	47		70
Total other income	108		131
Other expense:
Employee costs	402		364
Professional fees	210		190
Marketing and business development	116		95
Information processing	145		131
Other	166		152
Total other expense	1,039		932
Earnings before provision for income taxes	1,233		1,315
Provision for income taxes (Note 12)	301		290
Net earnings	$	932	$	1,025
Net earnings available to common stockholders	$	922	$	1,014

Earnings per share
Basic	$	1.79	$	1.74
Diluted	$	1.77	$	1.73


($ in millions)	At March 31, 2022		At December 31, 2021
Assets
Cash and equivalents	$	10,541	$	8,337
Debt securities (Note 3)	4,677		5,283
Loan receivables: (Notes 4 and 5)
Unsecuritized loans held for investment	59,643		60,211
Restricted loans of consolidated securitization entities	19,273		20,529
Total loan receivables	78,916		80,740
Less: Allowance for credit losses	(8,651)		(8,688)
Loan receivables, net	70,265		72,052
Loan receivables held for sale (Note 4)	4,046		4,361
Goodwill	1,105		1,105
Intangible assets, net (Note 6)	1,149		1,168
Other assets	3,484		3,442
Total assets	$	95,267	$	95,748

Liabilities and Equity
Deposits: (Note 7)
Interest-bearing deposit accounts	$	63,180	$	61,911
Non-interest-bearing deposit accounts	395		359
Total deposits	63,575		62,270
Borrowings: (Notes 5 and 8)
Borrowings of consolidated securitization entities	6,139		7,288

Senior unsecured notes	7,221		7,219
Total borrowings	13,360		14,507
Accrued expenses and other liabilities	4,914		5,316
Total liabilities	$	81,849	$	82,093

Equity:
Preferred stock, par share value $0.001 per share; 750,000 shares authorized; 750,000 shares issued and outstanding at both March 31, 2022 and December 31, 2021 and aggregate liquidation preference of $750 at both March 31, 2022 and December 31, 2021	$	734	$	734
Common Stock, par share value $0.001 per share; 4,000,000,000 shares authorized; 833,984,684 shares issued at both March 31, 2022 and December 31, 2021; 506,223,095 and 526,830,205 shares outstanding at March 31, 2022 and December 31, 2021, respectively	1		1
Additional paid-in capital	9,643		9,669
Retained earnings	15,003		14,245
Accumulated other comprehensive income (loss):
Debt securities	(46)		4
Currency translation adjustments	(28)		(26)
Employee benefit plans	(47)		(47)
Treasury stock, at cost; 327,761,589 and 307,154,479 shares at March 31, 2022 and December 31, 2021, respectively	(11,842)		(10,925)

Total equity	13,418		13,655
Total liabilities and equity	$	95,267	$	95,748


	Preferred Stock			Common Stock
($ in millions, shares in thousands)	Shares Issued	Amount		Shares Issued	Amount		Additional Paid-in Capital		Retained Earnings		Accumulated Other Comprehensive Income (Loss)		Treasury Stock		Total Equity

Balance at January 1, 2021	750	$	734	833,985	$	1	$	9,570	$	10,621	$	(51)	$	(8,174)	$	12,701



Net earnings	—	—		—	—		—		1,025		—		—		1,025
Other comprehensive income	—	—		—	—		—		—		(5)		—		(5)

Purchases of treasury stock	—	—		—	—		—		—		—		(200)		(200)
Stock-based compensation	—	—		—	—		22		(37)		—		72		57
Dividends - preferred stock ($14.06 per share)	—	—		—	—		—		(11)		—		—		(11)
Dividends - common stock ($0.22 per share)	—	—		—	—		—		(128)		—		—		(128)

Balance at March 31, 2021	750	$	734	833,985	$	1	$	9,592	$	11,470	$	(56)	$	(8,302)	$	13,439


	Preferred Stock			Common Stock
($ in millions, shares in thousands)	Shares Issued	Amount		Shares Issued	Amount		Additional Paid-in Capital		Retained Earnings		Accumulated Other Comprehensive Income (Loss)		Treasury Stock		Total Equity


Balance at January 1, 2022	750	$	734	833,985	$	1	$	9,669	$	14,245	$	(69)	$	(10,925)	$	13,655


Net earnings	—	—		—	—		—		932		—		—		932
Other comprehensive income	—	—		—	—		—		—		(52)		—		(52)

Purchases of treasury stock	—	—		—	—		—		—		—		(968)		(968)
Stock-based compensation	—	—		—	—		(26)		(50)		—		51		(25)
Dividends - preferred stock ($14.06 per share)	—	—		—	—		—		(10)		—		—		(10)
Dividends - common stock ($0.22 per share)	—	—		—	—		—		(114)		—		—		(114)

Balance at March 31, 2022	750	$	734	833,985	$	1	$	9,643	$	15,003	$	(121)	$	(11,842)	$	13,418


	Three months ended March 31,
($ in millions)	2022		2021
Cash flows - operating activities
Net earnings	$	932	$	1,025
Adjustments to reconcile net earnings to cash provided from operating activities
Provision for credit losses	521		334
Deferred income taxes	49		114
Depreciation and amortization	107		95
(Increase) decrease in interest and fees receivable	65		288
(Increase) decrease in other assets	(12)		87
Increase (decrease) in accrued expenses and other liabilities	(413)		(234)
All other operating activities	147		130
Cash provided from (used for) operating activities	1,396		1,839

Cash flows - investing activities
Maturity and sales of debt securities	1,998		2,514
Purchases of debt securities	(1,478)		(1,621)



Net (increase) decrease in loan receivables, including held for sale	1,415		3,996
All other investing activities	(117)		(252)
Cash provided from (used for) investing activities	1,818		4,637

Cash flows - financing activities
Borrowings of consolidated securitization entities
Proceeds from issuance of securitized debt	—		250
Maturities and repayment of securitized debt	(1,150)		(868)







Dividends paid on preferred stock	(10)		(11)
Net increase (decrease) in deposits	1,302		(35)
Purchases of treasury stock	(968)		(200)
Dividends paid on common stock	(114)		(128)
All other financing activities	(36)		13
Cash provided from (used for) financing activities	(976)		(979)

Increase (decrease) in cash and equivalents, including restricted amounts	2,238		5,497
Cash and equivalents, including restricted amounts, at beginning of period	8,686		11,604
Cash and equivalents at end of period:
Cash and equivalents	10,541		16,620
Restricted cash and equivalents included in other assets	383		481
Total cash and equivalents, including restricted amounts, at end of period	$	10,924	$	17,101

We borrow money from a variety of depositors and institutions in order to provide loans to our customers. Changes in market interest rates cause our net interest income to increase or decrease, as some of our assets and liabilities carry interest rates that fluctuate with market benchmarks. The interest rate benchmark for our floating rate assets is generally the prime rate, and the interest rate benchmark for our floating rate liabilities is generally either London Interbank Offered Rate (“LIBOR”) or the federal funds rate. The prime rate and the LIBOR or federal funds rate could reset at different times or could diverge, leading to mismatches in the interest rates on our floating rate assets and floating rate liabilities. We are in the process of amending existing asset and liability contracts that reference LIBOR to reference a new benchmark rate.


Exhibit Number			Description
10.1†			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)
31(a)*			Certification Pursuant to Rules 13a-14(a) or 15d-14(a) under the Securities Exchange Act of 1934, as Amended
31(b)*			Certification Pursuant to Rules 13a-14(a) or 15d-14(a) under the Securities Exchange Act of 1934, as Amended
32*			Certification Pursuant to 18 U.S.C. Section 1350
101.INS			XBRL Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document
101.SCH			XBRL Taxonomy Extension Schema Document
101.CAL			XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF			XBRL Taxonomy Extension Definition Linkbase Document
101.LAB			XBRL Taxonomy Extension Label Linkbase Document
101.PRE			XBRL Taxonomy Extension Presentation Linkbase Document
104			The cover page from the Company's Quarterly Report on Form 10-Q for the quarter ended March 31, 2022, formatted in Inline XBRL (included as Exhibit 101)


Delaware						51-0483352
(State or other jurisdiction of incorporation or organization)						(I.R.S. Employer Identification No.)


777 Long Ridge Road
Stamford,	Connecticut	06902
(Address of principal executive offices)		(Zip Code)


Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common stock, par value $0.001 per share	SYF	New York Stock Exchange
Depositary Shares Each Representing a 1/40th Interest in a Share of 5.625% Fixed Rate Non-Cumulative Perpetual Preferred Stock, Series A	SYFPrA	New York Stock Exchange


Large Accelerated Filer	☒	Accelerated Filer	☐

Non-Accelerated Filer	☐	Smaller Reporting Company	☐

		Emerging Growth Company	☐


PART I - FINANCIAL INFORMATION			Page
Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations			6

Item 1. Financial Statements:
Condensed Consolidated Statements of Earnings – Three months ended March 31, 2022 and 2021			29
Condensed Consolidated Statements of Comprehensive Income – Three months ended March 31, 2022 and 2021			30
Condensed Consolidated Statements of Financial Position – March 31, 2022 and December 31, 2021			31
Condensed Consolidated Statements of Changes in Equity – Three months ended March 31, 2022 and 2021			32
Condensed Consolidated Statements of Cash Flows – Three months ended March 31, 2022 and 2021			33
Notes to Condensed Consolidated Financial Statements			34
Item 3. Quantitative and Qualitative Disclosures About Market Risk			53
Item 4. Controls and Procedures			53

PART II - OTHER INFORMATION
Item 1. Legal Proceedings			54
Item 1A. Risk Factors			54
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds			54
Item 3. Defaults Upon Senior Securities			54
Item 4. Mine Safety Disclosures			54
Item 5. Other Information			55
Item 6. Exhibits			56
Signatures			57


☒			QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934


☐			TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934


			Promotional Offer
Credit Product	Standard Terms Only		Deferred Interest		Other Promotional		Total
Credit cards	57.5	%	20.6	%	16.4	%	94.5	%
Commercial credit products	1.9		—		—		1.9
Consumer installment loans	0.1		0.1		3.3		3.5
Other	0.1		—		—		0.1
Total	59.6	%	20.7	%	19.7	%	100.0	%


($ in millions)	Loan Receivables Outstanding		% of Total Loan Receivables Outstanding
State
Texas	$	8,490	10.8	%
California	$	8,172	10.4	%
Florida	$	7,198	9.1	%
New York	$	4,030	5.1	%
North Carolina	$	3,256	4.1	%


($ in millions)	3 Months or Less		Over 3 Months but within 6 Months		Over 6 Months but within 12 Months		Over 12 Months		Total
U.S. deposits (less than FDIC insurance limit)(1)(2)	$	31,177	$	2,829	$	6,280	$	9,278	$	49,564
U.S. deposits (in excess of FDIC insurance limit)(2)
Direct deposits:
Certificates of deposit (including IRA certificates of deposit)	1,065		757		1,685		1,737		5,244
Savings, money market, and demand accounts	8,767		—		—		—		8,767


Total	$	41,009	$	3,586	$	7,965	$	11,015	$	63,575


($ in millions)	Less Than One Year		One Year Through Three Years		Four Years Through Five Years		After Five Years		Total
Scheduled maturities of long-term borrowings—owed to securitization investors:
SYNCT(1)	$	2,608	$	1,382	$	—	$	—	$	3,990
SFT	500		800		—		—		1,300
SYNIT(1)	850		—		—		—		850
Total long-term borrowings—owed to securitization investors	$	3,958	$	2,182	$	—	$	—	$	6,140


	Note Principal Balance ($ in millions)		# of Series Outstanding	Three-Month Rolling Average Excess Spread(1)
SYNCT	$	4,152	7	~18.0% to 20.4%
SFT	$	1,300	5	20.3	%
SYNIT	$	850	1	15.2	%


Issuance Date	Interest Rate(1)	Maturity	Principal Amount Outstanding(2)
($ in millions)
Fixed rate senior unsecured notes:
Synchrony Financial
August 2014	4.250%	August 2024	1,250
July 2015	4.500%	July 2025	1,000
August 2016	3.700%	August 2026	500
December 2017	3.950%	December 2027	1,000
March 2019	4.375%	March 2024	600
March 2019	5.150%	March 2029	650
July 2019	2.850%	July 2022	750
October 2021	2.875%	October 2031	750
Synchrony Bank
June 2017	3.000%	June 2022	750
Total fixed rate senior unsecured notes			$	7,250


	S&P	Fitch Ratings
Synchrony Financial
Senior unsecured debt	BBB-	BBB-
Preferred stock	BB-	B+
Outlook for Synchrony Financial senior unsecured debt	Stable	Stable
Synchrony Bank
Senior unsecured debt	BBB	BBB-
Outlook for Synchrony Bank senior unsecured debt	Stable	Stable


Common Stock Cash Dividends Declared	Month of Payment	Amount per Common Share		Amount
($ in millions, except per share data)
Three months ended March 31, 2022	February 2022	$	0.22	$	114


Total dividends declared		$	0.22	$	114


	Basel III
	At March 31, 2022				At December 31, 2021
($ in millions)	Amount		Ratio(1)		Amount		Ratio(1)
Total risk-based capital	$	14,360	17.2	%	$	15,122	17.8	%
Tier 1 risk-based capital	$	13,254	15.9	%	$	14,003	16.5	%
Tier 1 leverage	$	13,254	13.9	%	$	14,003	14.7	%
Common equity Tier 1 capital	$	12,520	15.0	%	$	13,269	15.6	%
Risk-weighted assets	$	83,251			$	84,950


	At March 31, 2022				At December 31, 2021				Minimum to be Well-Capitalized under Prompt Corrective Action Provisions
($ in millions)	Amount		Ratio		Amount		Ratio		Ratio
Total risk-based capital	$	13,703	18.0	%	$	14,091	18.3	%	10.0%
Tier 1 risk-based capital	$	12,692	16.7	%	$	13,075	16.9	%	8.0%
Tier 1 leverage	$	12,692	14.6	%	$	13,075	15.1	%	5.0%
Common equity Tier 1 capital	$	12,692	16.7	%	$	13,075	16.9	%	6.5%


Preferred Stock Cash Dividends Declared	Month of Payment	Amount per Preferred Share		Amount
($ in millions, except per share data)
Three months ended March 31, 2022	February 2022	$	14.06	$	10


Total dividends declared		$	14.06	$	10


Common Shares Repurchased Under Publicly Announced Programs	Total Number of Shares Purchased	Dollar Value of Shares Purchased
($ and shares in millions)
Three months ended March 31, 2022	22.0	$	967


Total	22.0	$	967


	March 31, 2022								December 31, 2021
			Gross		Gross						Gross		Gross
	Amortized		unrealized		unrealized		Estimated		Amortized		unrealized		unrealized		Estimated
($ in millions)	cost		gains		losses		fair value		cost		gains		losses		fair value
U.S. government and federal agency	$	2,362	$	—	$	(26)	$	2,336	$	2,222	$	—	$	(2)	$	2,220
State and municipal	11		—		—		11		13		—		—		13
Residential mortgage-backed(a)	555		1		(17)		539		597		12		(3)		606
Asset-backed(b)	1,801		—		(18)		1,783		2,432		2		(4)		2,430
Other	8		—		—		8		13		1		—		14

Total	$	4,737	$	1	$	(61)	$	4,677	$	5,277	$	15	$	(9)	$	5,283


	In loss position for
	Less than 12 months				12 months or more
			Gross				Gross
	Estimated		unrealized		Estimated		unrealized
($ in millions)	fair value		losses		fair value		losses
At March 31, 2022
U.S. government and federal agency	$	1,786	$	(24)	$	50	$	(2)
State and municipal	10		—		—		—
Residential mortgage-backed	361		(9)		102		(8)
Asset-backed	1,535		(18)		14		—

Total	$	3,692	$	(51)	$	166	$	(10)

At December 31, 2021
U.S. government and federal agency	$	563	$	(2)	$	—	$	—
State and municipal	4		—		—		—
Residential mortgage-backed	105		(2)		27		(1)
Asset-backed	1,653		(4)		—		—

Total	$	2,325	$	(8)	$	27	$	(1)


	Amortized		Estimated		Weighted
At March 31, 2022 ($ in millions)	cost		fair value		Average yield (a)
Due
Within one year	$	2,617	$	2,610	0.5	%
After one year through five years	$	1,565	$	1,528	0.8	%
After five years through ten years	$	302	$	298	1.9	%
After ten years	$	253	$	241	1.7	%


($ in millions)	Balance at January 1, 2022		Provision charged to operations		Gross charge-offs		Recoveries		Other		Balance at March 31, 2022
Credit cards	$	8,512	$	482	$	(719)	$	189	$	—	$	8,464
Consumer installment loans	115		17		(21)		4		—		115
Commercial credit products	59		22		(12)		1		—		70
Other	2		—		—		—		—		2
Total	$	8,688	$	521	$	(752)	$	194	$	—	$	8,651


($ in millions)	Balance at January 1, 2021		Provision charged to operations		Gross charge-offs		Recoveries		Other		Balance at March 31, 2021
Credit cards	$	10,076	$	341	$	(901)	$	219	$	—	$	9,735
Consumer installment loans	127		(18)		(15)		5		1		100
Commercial credit products	61		10		(9)		2		—		64
Other	1		1		—		—		—		2
Total	$	10,265	$	334	$	(925)	$	226	$	1	$	9,901


At March 31, 2022 ($ in millions)	30-89 days delinquent			90 or more days delinquent			Total past due			90 or more days delinquent and accruing			Total non-accruing
Credit cards	$	1,103		$	1,000		$	2,103		$	1,000		$	—
Consumer installment loans	30			6			36			—			6
Commercial credit products	35			20			55			20			—

Total delinquent loans	$	1,168		$	1,026		$	2,194		$	1,020		$	6
Percentage of total loan receivables	1.5		%	1.3		%	2.8		%	1.3		%	—		%


At December 31, 2021 ($ in millions)	30-89 days delinquent			90 or more days delinquent			Total past due			90 or more days delinquent and accruing			Total non-accruing
Credit cards	$	1,111		$	923		$	2,034		$	923		$	—
Consumer installment loans	35			6			41			—			6
Commercial credit products	26			13			39			13			—

Total delinquent loans	$	1,172		$	942		$	2,114		$	936		$	6
Percentage of total loan receivables	1.5		%	1.2		%	2.6		%	1.2		%	—		%


At March 31, 2022 ($ in millions)	Total recorded investment		Related allowance		Net recorded investment		Unpaid principal balance
Credit cards	$	1,193	$	(496)	$	697	$	1,071
Consumer installment loans	—		—		—		—
Commercial credit products	3		(1)		2		3
Total	$	1,196	$	(497)	$	699	$	1,074


	March 31, 2022						December 31, 2021						March 31, 2021
	651 or		591 to		590 or		651 or		591 to		590 or		651 or		591 to		590 or
	higher		650		less		higher		650		less		higher		650		less
Credit cards	76	%	18	%	6	%	78	%	17	%	5	%	77	%	18	%	5	%
Consumer installment loans	79	%	17	%	4	%	79	%	17	%	4	%	79	%	17	%	4	%
Commercial credit products	92	%	5	%	3	%	92	%	5	%	3	%	93	%	4	%	3	%


($ in millions)	2022		2023		2024		2025		2026		Thereafter
Deposits	$	12,357	$	10,630	$	3,157	$	713	$	671	$	121


At March 31, 2022 ($ in millions)	Level 1		Level 2		Level 3		Total(a)
Assets
Debt securities
U.S. government and federal agency	$	—	$	2,336	$	—	$	2,336
State and municipal	—		—		11		11
Residential mortgage-backed	—		539		—		539
Asset-backed	—		1,783		—		1,783
Other	—		—		8		8
Other(b)	15		—		34		49
Total	$	15	$	4,658	$	53	$	4,726

Liabilities
Other(c)	—		—		10		10
Total	$	—	$	—	$	10	$	10

At December 31, 2021 ($ in millions)
Assets
Debt securities
U.S. government and federal agency	$	—	$	2,220	$	—	$	2,220
State and municipal	—		—		13		13
Residential mortgage-backed	—		606		—		606
Asset-backed	—		2,430		—		2,430
Other	—		—		14		14
Other(b)	15		—		34		49
Total	$	15	$	5,256	$	61	$	5,332

Liabilities
Other(c)	—		—		14		14

Total	$	—	$	—	$	14	$	14


	Carrying		Corresponding fair value amount
At March 31, 2022 ($ in millions)	value		Total		Level 1		Level 2		Level 3
Financial Assets
Financial assets for which carrying values equal or approximate fair value:
Cash and equivalents(a)	$	10,541	$	10,541	$	10,541	$	—	$	—
Other assets(a)(b)	$	383	$	383	$	383	$	—	$	—
Financial assets carried at other than fair value:
Loan receivables, net(c)	$	70,246	$	81,492	$	—	$	—	$	81,492
Loan receivables held for sale(c)	$	4,046	$	4,175	$	—	$	—	$	4,175

Financial Liabilities
Financial liabilities carried at other than fair value:
Deposits	$	63,575	$	63,615	$	—	$	63,615	$	—
Borrowings of consolidated securitization entities	$	6,139	$	6,155	$	—	$	2,451	$	3,704

Senior unsecured notes	$	7,221	$	7,246	$	—	$	7,246	$	—

	Carrying		Corresponding fair value amount
At December 31, 2021 ($ in millions)	value		Total		Level 1		Level 2		Level 3
Financial Assets
Financial assets for which carrying values equal or approximate fair value:
Cash and equivalents(a)	$	8,337	$	8,337	$	8,337	$	—	$	—
Other assets(a)(b)	$	349	$	349	$	349	$	—	$	—
Financial assets carried at other than fair value:
Loan receivables, net(c)	$	72,034	$	84,483	$	—	$	—	$	84,483
Loan receivables held for sale(c)	$	4,361	$	4,499	$	—	$	—	$	4,499

Financial Liabilities
Financial liabilities carried at other than fair value:
Deposits	$	62,270	$	62,486	$	—	$	62,486	$	—
Borrowings of consolidated securitization entities	$	7,288	$	7,359	$	—	$	3,238	$	4,121

Senior unsecured notes	$	7,219	$	7,662	$	—	$	7,662	$	—


At March 31, 2022 ($ in millions)	Actual				Minimum for capital adequacy purposes
	Amount		Ratio(a)		Amount		Ratio(b)
Total risk-based capital	$	14,360	17.2	%	$	6,660	8.0	%
Tier 1 risk-based capital	$	13,254	15.9	%	$	4,995	6.0	%
Tier 1 leverage	$	13,254	13.9	%	$	3,812	4.0	%
Common equity Tier 1 Capital	$	12,520	15.0	%	$	3,746	4.5	%


	Three months ended March 31,
(in millions, except per share data)	2022		2021
Net earnings	$	932	$	1,025
Preferred stock dividends	(10)		(11)
Net earnings available to common stockholders	$	922	$	1,014

Weighted average common shares outstanding, basic	515.3		583.3
Effect of dilutive securities	4.2		4.2
Weighted average common shares outstanding, dilutive	519.5		587.5

Earnings per basic common share	$	1.79	$	1.74
Earnings per diluted common share	$	1.77	$	1.73


Basis Point Change	At March 31, 2022
($ in millions)
-100 basis points	$	(75)
+100 basis points	$	(1)


($ 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 Programs(c)	Maximum Dollar Value of Shares That May Yet Be Purchased Under the Programs(b)
January 1 - 31, 2022	5,661,679	$	46.32	5,223,267	$	976.0
February 1 - 28, 2022	16,469,708	43.21		16,469,700	264.3
March 1 - 31, 2022	775,649	39.75		333,744	250.9
Total	22,907,036	$	43.86	22,026,711	$	250.9


April 21, 2022						/s/ Brian J. Wenzel Sr.
Date						Brian J. Wenzel Sr. Executive Vice President and Chief Financial Officer (Duly Authorized Officer and Principal Financial Officer)


/s/ Brian D. Doubles
Brian D. Doubles Chief Executive Officer