Annual Statements Open main menu

Synchrony Financial - Quarter Report: 2021 June (Form 10-Q)


UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q 

QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended June 30, 2021
OR
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from         to         
001-36560
(Commission File Number)
syf-20210630_g1.jpg
SYNCHRONY FINANCIAL
(Exact name of registrant as specified in its charter) 
Delaware 51-0483352
(State or other jurisdiction of
incorporation or organization)
 (I.R.S. Employer
Identification No.)
777 Long Ridge Road 
Stamford,Connecticut06902
(Address of principal executive offices) (Zip Code)
(Registrant’s telephone number, including area code) -  (203) 585-2400
Securities Registered Pursuant to Section 12(b) of the Act:
Title of each classTrading Symbol(s)Name of each exchange on which registered
Common stock, par value $0.001 per shareSYFNew 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 ASYFPrANew York Stock Exchange
 
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.    Yes      No  
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).    Yes      No  
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.



Large Accelerated FilerAccelerated Filer
Non-Accelerated FilerSmaller Reporting Company
Emerging Growth Company
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.    
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).    Yes      No  
The number of shares of the registrant’s common stock, par value $0.001 per share, outstanding as of July 15, 2021 was 569,699,116.



Synchrony Financial
PART I - FINANCIAL INFORMATIONPage
Item 1. Financial Statements:
PART II - OTHER INFORMATION
Item 6. Exhibits

3


Certain Defined Terms
Except as the context may otherwise require in this report, references to:
“we,” “us,” “our” and the “Company” are to SYNCHRONY FINANCIAL and its subsidiaries;
“Synchrony” are to SYNCHRONY FINANCIAL only;
the “Bank” are to Synchrony Bank (a subsidiary of Synchrony);
the “Board of Directors” or “Board” are to Synchrony's board of directors;
"CECL" are to the impairment model known as the Current Expected Credit Loss model, which is based on expected credit losses; and
“VantageScore” are to a credit score developed by the three major credit reporting agencies which is used as a means of evaluating the likelihood that credit users will pay their obligations.
We provide a range of credit products through programs we have established with a diverse group of national and regional retailers, local merchants, manufacturers, buying groups, industry associations and healthcare service providers, which, in our business and in this report, we refer to as our “partners.” The terms of the programs all require cooperative efforts between us and our partners of varying natures and degrees to establish and operate the programs. Our use of the term “partners” to refer to these entities is not intended to, and does not, describe our legal relationship with them, imply that a legal partnership or other relationship exists between the parties or create any legal partnership or other relationship. The “average length of our relationship” with respect to a specified group of partners or programs is measured on a weighted average basis by interest and fees on loans for the year ended December 31, 2020 for those partners or for all partners participating in a program, based on the date each partner relationship or program, as applicable, started.
Unless otherwise indicated, references to “loan receivables” do not include loan receivables held for sale.
For a description of certain other terms we use, including “active account” and “purchase volume,” see the notes to “Management’s Discussion and AnalysisResults of OperationsOther Financial and Statistical Data” in our Annual Report on Form 10-K for the year ended December 31, 2020 (our “2020 Form 10-K”). There is no standard industry definition for many of these terms, and other companies may define them differently than we do.

“Synchrony” and its logos and other trademarks referred to in this report, including CareCredit®, Quickscreen®, Dual Card™, Synchrony Car Care™ and SyPI™, belong to us. Solely for convenience, we refer to our trademarks in this report without the ™ and ® symbols, but such references are not intended to indicate that we will not assert, to the fullest extent under applicable law, our rights to our trademarks. Other service marks, trademarks and trade names referred to in this report are the property of their respective owners.
On our website at www.synchronyfinancial.com, we make available under the "Investors-SEC Filings" menu selection, free of charge, our Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K and amendments to these reports filed or furnished pursuant to Section 13(a) or 15(d) of the Exchange Act as soon as reasonably practicable after such reports or amendments are electronically filed with, or furnished to, the SEC. The SEC maintains an Internet site at www.sec.gov that contains reports, proxy and information statements, and other information that we file electronically with the SEC.
4


Cautionary Note Regarding Forward-Looking Statements:
Various statements in this Quarterly Report on Form 10-Q may contain “forward-looking statements” as defined in Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), which are subject to the “safe harbor” created by those sections. Forward-looking statements may be identified by words such as “expects,” “intends,” “anticipates,” “plans,” “believes,” “seeks,” “targets,” “outlook,” “estimates,” “will,” “should,” “may” or words of similar meaning, but these words are not the exclusive means of identifying forward-looking statements.
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 2020 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.
5


PART I. FINANCIAL INFORMATION
ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
The following discussion and analysis of our financial condition and results of operations should be read in conjunction with our condensed consolidated financial statements and related notes included elsewhere in this quarterly report and in our 2020 Form 10-K. The discussion below contains forward-looking statements that are based upon current expectations and are subject to uncertainty and changes in circumstances. Actual results may differ materially from these expectations. See “Cautionary Note Regarding Forward-Looking Statements.”
Introduction and Business Overview
____________________________________________________________________________________________
We are a premier consumer financial services company delivering a wide range of specialized financing programs, as well as innovative consumer banking products, across key industries including digital, retail, home, auto, travel, health and pet. We provide a range of credit products through our financing programs which we have established with a diverse group of national and regional retailers, local merchants, manufacturers, buying groups, industry associations and healthcare service providers, which we refer to as our “partners.” For the three and six months ended June 30, 2021, we financed $42.1 billion and $76.9 billion of purchase volume, respectively, and had 65.8 million and 66.2 million average active accounts, respectively, and at June 30, 2021, we had $78.4 billion of loan receivables.
We offer our credit products primarily through our wholly-owned subsidiary, the Bank. In addition, through the Bank, we offer, directly to retail 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 and savings accounts. 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 June 30, 2021, we had $59.8 billion in deposits, which represented 81% of our total funding sources.
Our Sales Platforms
_________________________________________________________________
We conduct our operations through a single business segment. Profitability and expenses, including funding costs, credit losses and operating expenses, are managed for the business as a whole. Substantially all of our operations are within the United States. In June 2021, we announced organizational changes aimed to further align the company’s activities with its partners and evolving consumer expectations, while leveraging our innovation, data, expertise and scale to deliver products and capabilities to market faster. As part of these changes, we established a Growth Organization that includes our marketing, data, analytics, customer experience and product development teams in one cohesive group and we also combined our Technology and Operations teams. For our sales activities, we now primarily manage our credit products 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, and are measured on interest and fees on loans, loan receivables, active accounts and other sales metrics.
6


syf-20210630_g2.jpg
Home & Auto
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, and includes partners such as Ashley Homestores LTD and Lowe's, as well as our Synchrony Car Care network and Synchrony HOME credit card offering.
Digital
Our Digital sales platform provides comprehensive payments and financing solutions with integrated digital experiences through partners and merchants who primarily engage with their consumers through digital channels, including partners such as Amazon and PayPal.
Diversified & Value
Our Diversified & Value sales platform provides comprehensive payments and financing solutions with integrated in-store and digital experiences through partners and merchants who offer a wide assortment of merchandise, including partners such as JCPenney and Sam's Club.
Health & Wellness
Our Health & Wellness sales platform provides comprehensive healthcare payments and financing solutions, through a network of providers and health systems, for those seeking health and wellness care for themselves, their families and their pets, and includes key brands such as CareCredit and Pets Best.
Lifestyle
Lifestyle provides comprehensive payments and financing solutions with integrated in-store and digital experiences through partners and merchants who offer merchandise in power sports, outdoor power equipment, and other industries such as sporting goods, apparel, jewelry and music.
7


Corp, Other
Corp, Other includes activity and balances related to certain program agreements with retail partners and merchants that will not be renewed beyond their current expiry date and certain programs that were previously terminated, which are not managed within the five sales platforms discussed above, and includes amounts associated with our program agreement with Gap Inc. which is scheduled to expire in April 2022. Corp, Other also includes amounts related to changes in the fair value of equity investments and realized gains or losses associated with sale of investments.

Our Credit Products
____________________________________________________________________________________________
Through our sales platforms, we offer three principal types of credit products: credit cards, commercial credit products and consumer installment loans. We also offer a debt cancellation product.
The following table sets forth each credit product by type and indicates the percentage of our total loan receivables that are under standard terms only or pursuant to a promotional financing offer at June 30, 2021.
Promotional Offer
Credit ProductStandard Terms OnlyDeferred InterestOther PromotionalTotal
Credit cards60.6 %18.6 %15.8 %95.0 %
Commercial credit products1.7 — — 1.7 
Consumer installment loans— 0.1 3.1 3.2 
Other0.1 — — 0.1 
Total62.4 %18.7 %18.9 %100.0 %
Credit Cards
We typically offer the following principal types of credit cards:
Private Label Credit Cards. Private label credit cards are partner-branded credit cards (e.g., Lowe’s or Amazon) or program-branded credit cards (e.g., Synchrony Car Care or CareCredit) that are used primarily for the purchase of goods and services from the partner or within the program network. In addition, in some cases, cardholders may be permitted to access their credit card accounts for cash advances. Credit under our private label credit cards is extended either on standard terms or pursuant to a promotional financing offer.
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, in limited circumstances, a Synchrony-branded general purpose credit card. Credit extended under our Dual Cards and general purpose co-branded credit cards typically is extended on standard terms only. We offer either Dual Cards or general purpose co-branded credit cards across all of our sales platforms, spanning 21 ongoing partners and our CareCredit Dual Card, of which the majority are Dual Cards. Consumer Dual Cards and Co-Branded cards totaled 23% of our total loan receivables portfolio at June 30, 2021.
Commercial Credit Products
We offer private label cards and Dual Cards for commercial customers that are similar to our consumer offerings. We also offer a commercial pay-in-full accounts receivable product to a wide range of business customers.
8


Installment Loans
We originate installment loans to consumers (and a limited number of commercial customers) in the United States, primarily in the power products market (motorcycles, ATVs and lawn and garden). Installment loans are closed-end credit accounts where the customer pays down the outstanding balance in installments. Installment loans are assessed periodic finance charges using fixed interest rates.
Business Trends and Conditions
____________________________________________________________________________________________
We believe our business and results of operations will be impacted in the future by various trends and conditions. For a discussion of certain trends and conditions, see “Management's Discussion and Analysis of Financial Condition and Results of Operations—Business Trends and Conditions” in our 2020 Form 10-K. For a discussion of how certain trends and conditions impacted the three and six months ended June 30, 2021, see “—Results of Operations.
Seasonality
____________________________________________________________________________________________
We experience fluctuations in transaction volumes and the level of loan receivables as a result of higher seasonal consumer spending and payment patterns that typically result in an increase of loan receivables from August through a peak in late December, with reductions in loan receivables occurring over the first and second quarters of the following year as customers pay their balances down.
The seasonal impact to transaction volumes and the loan receivables balance typically results in fluctuations in our results of operations, delinquency metrics and the allowance for credit losses as a percentage of total loan receivables between quarterly periods.
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.
While the effects of the seasonal trends discussed above remain evident, we also continue to experience improvements in customer payment behavior, which include the effects of governmental stimulus actions and industry-wide forbearance measures. Customer payments as a percentage of beginning-of-period loan receivables for the three months ended June 30, 2021 were approximately 280 basis points higher than our prior five-year historical average for the second quarter. These higher payment rates have resulted in reductions in loan receivables and delinquency rates beyond our seasonal expectations.
9


Results of Operations
____________________________________________________________________________________________
Highlights for the Three and Six Months Ended June 30, 2021
Below are highlights of our performance for the three and six months ended June 30, 2021 compared to the three and six months ended June 30, 2020, as applicable, except as otherwise noted.
Net earnings increased to $1.2 billion from $48 million and to $2.3 billion from $334 million for the three and six months ended June 30, 2021, respectively, primarily driven by lower provision for credit losses and decreases in other expense, partially offset by lower net interest income.
Loan receivables increased slightly to $78.4 billion at June 30, 2021 compared to $78.3 billion at June 30, 2020, primarily driven by higher purchase volume, largely offset by improvements in customer payment behavior reflecting the impact of government stimulus, industry-wide forbearance actions and lower discretionary spend during the prior year shutdowns.
Net interest income decreased 2.5% to $3.3 billion and 7.3% to $6.8 billion for the three and six months ended June 30, 2021, respectively, primarily due to decreases in interest and fees on loans driven by an increase in payment rates and lower delinquencies, partially offset by decreases in interest expense primarily attributed to lower benchmark interest rates.
Retailer share arrangements increased 30.1% to $1.0 billion and 17.4% to $2.0 billion for the three and six months ended June 30, 2021, respectively, primarily due to the decrease in the provision for credit losses, including lower net charge-offs, and program performance.
Over-30 day loan delinquencies as a percentage of period-end loan receivables decreased 102 basis points to 2.11% at June 30, 2021, and the net charge-off rate decreased 178 basis points to 3.57% and 176 basis points to 3.59% for the three and six months ended June 30, 2021, respectively.
Provision for credit losses decreased by $1.9 billion, or 111.6%, and $3.2 billion, or 95.8% for the three and six months ended June 30, 2021, respectively, primarily driven by lower reserves and lower net charge-offs. Our allowance coverage ratio (allowance for credit losses as a percent of period-end loan receivables) decreased to 11.51% at June 30, 2021, as compared to 12.52% at June 30, 2020.
Other expense decreased by $38 million, or 3.9%, and $108 million, or 5.4%, for the three and six months ended June 30, 2021, respectively, primarily driven by lower operational losses, partially offset by increases in employee costs, marketing and business development and information processing.
At June 30, 2021, deposits represented 81% of our total funding sources. Total deposits decreased by 4.7% to $59.8 billion at June 30, 2021, compared to December 31, 2020.
During the six months ended June 30, 2021, we declared and paid cash dividends on our Series A 5.625% non-cumulative preferred stock of $28.12 per share, or $21 million.
During the six months ended June 30, 2021, we repurchased $593 million of our outstanding common stock, and declared and paid cash dividends of $0.44 per share, or $256 million. In May 2021 we announced that the Board of Directors approved a new share repurchase program of up to $2.9 billion for the period which commenced April 1, 2021 through June 30, 2022, subject to market conditions and other factors, including legal and regulatory restrictions and required approvals, if any.
In February 2021 in our Health & Wellness sales platform, we completed our acquisition of Allegro Credit, a leading provider of point-of-sale consumer financing for audiology products and dental services.
2021 Partner Agreements
In our Home & Auto sales platform, we announced our new partnership with BoxDrop and extended our program agreements with Ashley HomeStores LTD, CITGO, Mitchell Gold Co. and Phillips 66.
10


In our Digital sales platform, we extended our program agreement with Shop HQ.
In our Diversified & Value sales platform, we extended our program agreement with TJX Companies, Inc.
In our Health & Wellness sales platform, we expanded our network through our new partnerships with Emory Healthcare, Mercy Health, Ochsner Health, Prime Health, Southern Veterinary Partners and Sycle. In addition, we also made our CareCredit patient financing app available in the Epic App Orchard, further expanding the availability of CareCredit to healthcare organizations using Epic.
In our Lifestyle sales platform, we announced our new partnerships with Family Farm & Home and JCB and extended our program agreements with American Eagle, Daniels, Sutherlands and Tacony Corporation.
In April 2021, we announced that we will not be renewing our program agreement with Gap Inc. when it expires on April 30, 2022. We expect our strategic options will be accretive to dilutive earnings per share relative to renewal terms and if the portfolio is sold we expect to recognize a gain on sale of the portfolio and redeploy approximately $1 billion of capital.
Excluding our program agreement with Gap Inc., our five largest programs based upon interest and fees on loans for the year ended December 31, 2020 were Amazon, JCPenney, Lowe’s, PayPal and Sam’s Club.
Information About Our Executive Officers and Board of Directors
The following events were effective April 1, 2021:
Margaret Keane, 61, Synchrony’s Chief Executive Officer (“CEO”), transitioned roles from CEO to Executive Chair of the Board.
Brian Doubles, 45, Synchrony’s President, succeeded Ms. Keane to become President and CEO, and joined the Board as a director.
Rick Hartnack, 75, Non-Executive Chair of the Board, retired.
Jeffrey Naylor, 62, became Lead Independent Director of the Board.
The following appointments were effective June 14, 2021:
Mike Bopp, 48, now leads the Growth organization as EVP, Chief Growth Officer.
Carol Juel, 48, now leads the Technology and Operations organization as EVP, Chief Technology and Operating Officer.
Alberto Casellas, 54, now leads the Health & Wellness sales platform as EVP, CEO Health & Wellness.
Curtis Howse, 57, now leads the Home & Auto sales platform as EVP, CEO Home & Auto.
Tom Quindlen, 58, now leads the Diversified & Value sales platform and the Lifestyle sales platform as EVP, CEO Diversified & Value and Lifestyle.
Bart Schaller, 52, now leads the Digital sales platform as EVP, CEO Digital.
11


Summary Earnings
The following table sets forth our results of operations for the periods indicated.
Three months ended June 30,Six months ended June 30,
($ in millions)2021202020212020
Interest income$3,578 $3,830 $7,320 $8,237 
Interest expense266 434 569 951 
Net interest income3,312 3,396 6,751 7,286 
Retailer share arrangements(1,006)(773)(1,995)(1,699)
Provision for credit losses(194)1,673 140 3,350 
Net interest income, after retailer share arrangements and provision for credit losses2,500 950 4,616 2,237 
Other income89 95 220 192 
Other expense948 986 1,880 1,988 
Earnings before provision for income taxes1,641 59 2,956 441 
Provision for income taxes399 11 689 107 
Net earnings$1,242 $48 $2,267 $334 
Net earnings available to common stockholders$1,232 $37 $2,246 $312 
12


Other Financial and Statistical Data
The following table sets forth certain other financial and statistical data for the periods indicated.    
At and for theAt and for the
Three months ended June 30,Six months ended June 30,
($ in millions)2021202020212020
Financial Position Data (Average):
Loan receivables, including held for sale$76,821 $78,697 $77,585 $81,563 
Total assets$93,389 $97,958 $94,914 $99,340 
Deposits$61,110 $64,607 $62,085 $64,636 
Borrowings$14,425 $16,821 $15,039 $17,807 
Total equity$13,655 $12,181 $13,365 $12,386 
Selected Performance Metrics:
Purchase volume(1)(2)
$42,121 $31,155 $76,870 $63,197 
Home & Auto$12,209 $9,729 $22,124 $18,833 
Digital$10,930 $8,439 $20,270 $15,833 
Diversified & Value$11,618 $7,683 $20,838 $17,084 
Health & Wellness$2,988 $1,952 $5,636 $4,611 
Lifestyle$1,405 $1,286 $2,559 $2,283 
Corp, Other$2,971 $2,066 $5,443 $4,553 
Average active accounts (in thousands)(2)(3)
65,810 64,836 66,163 68,401 
Net interest margin(4)
13.78 %13.53 %13.88 %14.35 %
Net charge-offs$684 $1,046 $1,383 $2,171 
Net charge-offs as a % of average loan receivables, including held for sale3.57 %5.35 %3.59 %5.35 %
Allowance coverage ratio(5)
11.51 %12.52 %11.51 %12.52 %
Return on assets(6)
5.3 %0.2 %4.8 %0.7 %
Return on equity(7)
36.5 %1.6 %34.2 %5.4 %
Equity to assets(8)
14.62 %12.43 %14.08 %12.47 %
Other expense as a % of average loan receivables, including held for sale4.95 %5.04 %4.89 %4.90 %
Efficiency ratio(9)
39.6 %36.3 %37.8 %34.4 %
Effective income tax rate24.3 %18.6 %23.3 %24.3 %
Selected Period-End Data:
Loan receivables$78,374 $78,313 $78,374 $78,313 
Allowance for credit losses$9,023 $9,802 $9,023 $9,802 
30+ days past due as a % of period-end loan receivables(10)
2.11 %3.13 %2.11 %3.13 %
90+ days past due as a % of period-end loan receivables(10)
1.00 %1.77 %1.00 %1.77 %
Total active accounts (in thousands)(2)(3)
66,892 63,430 66,892 63,430 
______________________
(1)Purchase volume, or net credit sales, represents the aggregate amount of charges incurred on credit cards or other credit product accounts less returns during the period.
(2)Includes activity and accounts associated with loan receivables held for sale.
(3)Active accounts represent credit card or installment loan accounts on which there has been a purchase, payment or outstanding balance in the current month.
(4)Net interest margin represents net interest income divided by average interest-earning assets.
(5)Allowance coverage ratio represents allowance for credit losses divided by total period-end loan receivables.
(6)Return on assets represents net earnings as a percentage of average total assets.
(7)Return on equity represents net earnings as a percentage of average total equity.
(8)Equity to assets represents average total equity as a percentage of average total assets.
(9)Efficiency ratio represents (i) other expense, divided by (ii) sum of net interest income, plus other income, less retailer share arrangements.
(10)Based on customer statement-end balances extrapolated to the respective period-end date.
13


Average Balance Sheet
The following tables set forth information for the periods indicated regarding average balance sheet data, which are used in the discussion of interest income, interest expense and net interest income that follows.
 20212020
Three months ended June 30 ($ 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)
$13,584 $0.12 %$15,413 $0.08 %
Securities available for sale5,988 0.47 %6,804 19 1.12 %
Loan receivables, including held for sale(3):
Credit cards72,989 3,484 19.15 %75,942 3,740 19.81 %
Consumer installment loans2,417 59 9.79 %1,546 37 9.63 %
Commercial credit products1,363 23 6.77 %1,150 30 10.49 %
Other52 NM59 NM
Total loan receivables, including held for sale76,821 3,567 18.62 %78,697 3,808 19.46 %
Total interest-earning assets96,393 3,578 14.89 %100,914 3,830 15.26 %
Non-interest-earning assets:
Cash and due from banks1,559 1,486 
Allowance for credit losses(9,801)(9,221)
Other assets5,238 4,779 
Total non-interest-earning assets(3,004)(2,956)
Total assets$93,389 $97,958 
Liabilities
Interest-bearing liabilities:
Interest-bearing deposit accounts$60,761 $146 0.96 %$64,298 $293 1.83 %
Borrowings of consolidated securitization entities7,149 44 2.47 %8,863 59 2.68 %
Senior unsecured notes7,276 76 4.19 %7,958 82 4.14 %
Total interest-bearing liabilities75,186 266 1.42 %81,119 434 2.15 %
Non-interest-bearing liabilities:
Non-interest-bearing deposit accounts349 309 
Other liabilities4,199 4,349 
Total non-interest-bearing liabilities4,548 4,658 
Total liabilities79,734 85,777 
Equity
Total equity13,655 12,181 
Total liabilities and equity$93,389 $97,958 
Interest rate spread(4)
13.47 %13.11 %
Net interest income$3,312 $3,396 
Net interest margin(5)
13.78 %13.53 %
14


 20212020
Six months ended June 30 ($ 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)
$14,094 $0.11 %$14,158 $45 0.64 %
Securities available for sale6,378 13 0.41 %6,379 44 1.39 %
Loan receivables, including held for sale(3):
Credit cards73,921 7,141 19.48 %78,830 8,012 20.44 %
Consumer installment loans2,319 112 9.74 %1,489 72 9.72 %
Commercial credit products1,297 44 6.84 %1,196 63 10.59 %
Other48 8.40 %48 4.19 %
Total loan receivables, including held for sale77,585 7,299 18.97 %81,563 8,148 20.09 %
Total interest-earning assets98,057 7,320 15.05 %102,100 8,237 16.22 %
Non-interest-earning assets:
Cash and due from banks1,597 1,468 
Allowance for credit losses(10,012)(8,965)
Other assets5,272 4,737 
Total non-interest-earning assets(3,143)(2,760)
Total assets$94,914 $99,340 
Liabilities
Interest-bearing liabilities:
Interest-bearing deposit accounts$61,737 $316 1.03 %$64,332 $649 2.03 %
Borrowings of consolidated securitization entities7,420 95 2.58 %9,425 132 2.82 %
Senior unsecured notes7,619 158 4.18 %8,382 170 4.08 %
Total interest-bearing liabilities76,776 569 1.49 %82,139 951 2.33 %
Non-interest-bearing liabilities:
Non-interest-bearing deposit accounts348 304 
Other liabilities4,425 4,511 
Total non-interest-bearing liabilities4,773 4,815 
Total liabilities81,549 86,954 
Equity
Total equity13,365 12,386 
Total liabilities and equity$94,914 $99,340 
Interest rate spread(4)
13.56 %13.89 %
Net interest income$6,751 $7,286 
Net interest margin(5)
13.88 %14.35 %
_______________________
(1)Average yields/rates are based on total interest income/expense over average balances.
(2)Includes average restricted cash balances of $538 million and $645 million for the three months ended June 30, 2021 and 2020, respectively, and $481 million and $813 million for the six months ended June 30, 2021 and 2020, respectively.
(3)Interest income on loan receivables includes fees on loans of $489 million and $448 million for the three months ended June 30, 2021 and 2020, respectively, and $1.0 billion and $1.1 billion for the six months ended June 30, 2021 and 2020, respectively.
(4)Interest rate spread represents the difference between the yield on total interest-earning assets and the rate on total interest-bearing liabilities.
(5)Net interest margin represents net interest income divided by average total interest-earning assets.
15


For a summary description of the composition of our key line items included in our Statements of Earnings, see Management's Discussion and Analysis of Financial Condition and Results of Operations in our 2020 Form 10-K.
Interest Income
Interest income decreased by $252 million, or 6.6%, and $917 million, or 11.1%, for the three and six months ended June 30, 2021, respectively, primarily driven by decreases in interest and fees on loans attributed to improvements in customer payment behavior and lower delinquencies.
Average interest-earning assets
Three months ended June 30 ($ in millions)2021%2020%
Loan receivables, including held for sale$76,821 79.7 %$78,697 78.0 %
Liquidity portfolio and other19,572 20.3 %22,217 22.0 %
Total average interest-earning assets$96,393 100.0 %$100,914 100.0 %
Six months ended June 30 ($ in millions)2021%2020%
Loan receivables, including held for sale
$77,585 79.1 %$81,563 79.9 %
Liquidity portfolio and other
20,472 20.9 %20,537 20.1 %
Total average interest-earning assets
$98,057 100.0 %$102,100 100.0 %
The decreases in average loan receivables, including held for sale, of 2.4% and 4.9% for the three and six months ended June 30, 2021, respectively, were primarily driven by improvements in customer payment behavior. These decreases were partially offset by growth in purchase volume of 35.2% and 21.6% for the three and six months ended June 30, 2021, respectively, reflecting the impacts of stimulus, the lifting of remaining government restrictions and increased consumer confidence.
Yield on average interest-earning assets
The yield on average interest-earning assets decreased for the three and six months ended June 30, 2021, primarily due to decreases in the yield on average loan receivables. The decrease in loan receivable yield was 84 basis points to 18.62% and 112 basis points to 18.97% for the three and six months ended June 30, 2021, respectively, primarily driven by higher payment rates and lower delinquencies.
Interest Expense
Interest expense decreased by $168 million, or 38.7%, and $382 million, or 40.2%, for the three and six months ended June 30, 2021, respectively, primarily attributed to lower benchmark interest rates. Our cost of funds decreased to 1.42% and 1.49% for the three and six months ended June 30, 2021, respectively, compared to 2.15% and 2.33% for the three and six months ended June 30, 2020, respectively.
Average interest-bearing liabilities
Three months ended June 30 ($ in millions)2021%2020%
Interest-bearing deposit accounts$60,761 80.8 %$64,298 79.3 %
Borrowings of consolidated securitization entities7,149 9.5 %8,863 10.9 %
Senior unsecured notes7,276 9.7 %7,958 9.8 %
Total average interest-bearing liabilities$75,186 100.0 %$81,119 100.0 %
16


Six months ended June 30 ($ in millions)2021%2020%
Interest-bearing deposit accounts$61,737 80.4 %$64,332 78.3 %
Borrowings of consolidated securitization entities7,420 9.7 %9,425 11.5 %
Senior unsecured notes7,619 9.9 %8,382 10.2 %
Total average interest-bearing liabilities$76,776 100.0 %$82,139 100.0 %
Net Interest Income
Net interest income decreased by $84 million, or 2.5%, and $535 million, or 7.3%, for the three and six months ended June 30, 2021, respectively, primarily driven by the decreases in interest and fees on loans discussed above, partially offset by the decreases in interest expense.
Retailer Share Arrangements
Retailer share arrangements increased by $233 million, or 30.1%, and $296 million, or 17.4%, for the three and six months ended June 30, 2021, respectively, primarily due to the decrease in provision for credit losses, including lower net charge-offs, and program performance.
Provision for Credit Losses
Provision for credit losses decreased by $1.9 billion, or 111.6%, and $3.2 billion, or 95.8%, for the three and six months ended June 30, 2021, respectively, primarily driven by lower reserves in the current year and lower net charge-offs. The reduction in reserves for credit losses were $878 million and $1.2 billion for the three and six months ended June 30, 2021, respectively.
Other Income
Three months ended June 30,Six months ended June 30,
($ in millions)2021202020212020
Interchange revenue$223 $134 $394 $295 
Debt cancellation fees66 69 135 138 
Loyalty programs(247)(134)(426)(292)
Other47 26 117 51 
Total other income$89 $95 $220 $192 
Other income decreased by $6 million, or 6.3%, for the three months ended June 30, 2021, primarily driven by higher loyalty program costs during the period related to higher purchase volume, partially offset by an increase in interchange revenue. Other income increased by $28 million, or 14.6%, for the six months ended June 30, 2021, primarily driven by an increase in interchange revenue and gains related to investment securities, partially offset by higher loyalty costs.    
17


Other Expense
Three months ended June 30,Six months ended June 30,
($ in millions)2021202020212020
Employee costs$359 $327 $723 $651 
Professional fees189 189 379 386 
Marketing and business development114 91 209 202 
Information processing137 116 268 239 
Other149 263 301 510 
Total other expense$948 $986 $1,880 $1,988 
Other expense decreased by $38 million, or 3.9%, and $108 million, or 5.4%, for the three and six months ended June 30, 2021, primarily driven by lower other expense, partially offset by increases in employee costs, marketing and business development and information processing.
The "other" component decreased primarily due to lower operational losses. The increases in employee costs was primarily due to higher stock-based compensation expense. The increases in marketing and business development was primarily due to the timing of program spend aligned with the lifting of remaining government restrictions on in-person retail experiences. The increases in information processing was primarily due to higher software costs.
Provision for Income Taxes
Three months ended June 30,Six months ended June 30,
($ in millions)2021202020212020
Effective tax rate24.3 %18.6 %23.3 %24.3 %
Provision for income taxes$399 $11 $689 $107 
The effective tax rate for the three months ended June 30, 2021 increased compared to the same period in the prior year primarily due to significantly lower pre-tax income in the prior year, which led to a larger impact related to discrete tax benefits. The effective tax rate for the six months ended June 30, 2021 decreased compared to the same period in the prior year primarily due to the resolution of certain tax matters in the current year. For both periods presented, the effective tax rate differs from the applicable U.S. federal statutory tax rate primarily due to state income taxes.
Platform Analysis
As discussed above under “—Our Sales Platforms,” we now offer our credit products primarily through five sales platforms (Home & Auto, Digital, Diversified & Value, Health & Wellness and Lifestyle), which management measures based on their revenue-generating activities. The following is a discussion of certain supplemental information for the three and six months ended June 30, 2021, for each of our five sales platforms and Corp, Other.
Home & Auto
Three months ended June 30,Six months ended June 30,
($ in millions)2021202020212020
Purchase volume$12,209 $9,729 $22,124 $18,833 
Period-end loan receivables$26,111 $25,875 $26,111 $25,875 
Average loan receivables, including held for sale$25,624 $25,792 $25,704 $26,396 
Average active accounts (in thousands)17,958 18,213 17,906 18,465 
Interest and fees on loans$1,014 $1,079 $2,073 $2,250 
Other income$15 $20 $30 $32 
18


Home & Auto interest and fees on loans decreased by $65 million, or 6.0%, and $177 million, or 7.9%, for the three and six months ended June 30, 2021, primarily driven by lower loan receivables yield as a result of higher payment rates.
Digital
Three months ended June 30,Six months ended June 30,
($ in millions)2021202020212020
Purchase volume$10,930 $8,439 $20,270 $15,833 
Period-end loan receivables$19,233 $18,945 $19,233 $18,945 
Average loan receivables, including held for sale$18,783 $19,062 $19,108 $19,408 
Average active accounts (in thousands)17,258 16,414 17,298 16,462 
Interest and fees on loans$891 $913 $1,794 $1,910 
Other income$(28)$(8)$(40)$(12)
Digital interest and fees on loans decreased by $22 million, or 2.4%, and $116 million, or 6.1%, for the three and six months ended June 30, 2021, primarily driven by lower loan receivables yield as a result of higher payment rates.
Other income decreased by $20 million, or 250.0%, and $28 million, or 233.3%, for the three and six months ended June 30, 2021, primarily driven by higher program loyalty costs associated with the increase in purchase volume.
Diversified & Value
Three months ended June 30,Six months ended June 30,
($ in millions)2021202020212020
Purchase volume$11,618 $7,683 $20,838 $17,084 
Period-end loan receivables$14,357 $15,177 $14,357 $15,177 
Average loan receivables, including held for sale$14,101 $15,425 $14,336 $16,485 
Average active accounts (in thousands)17,301 16,626 17,446 18,806 
Interest and fees on loans$729 $849 $1,518 $1,897 
Other income$(2)$17 $$32 
Diversified & Value interest and fees on loans decreased by $120 million, or 14.1%, and $379 million, or 20.0%, for the three and six months ended June 30, 2021, primarily driven by lower average loan receivables reflecting the impact of store closures in 2020, as well as prior year government restrictions and higher payment rates.
Health & Wellness
Three months ended June 30,Six months ended June 30,
($ in millions)2021202020212020
Purchase volume$2,988 $1,952 $5,636 $4,611 
Period-end loan receivables$9,515 $9,222 $9,515 $9,222 
Average loan receivables, including held for sale$9,334 $9,387 $9,387 $9,823 
Average active accounts (in thousands)5,585 5,966 5,642 6,153 
Interest and fees on loans$523 $535 $1,081 $1,132 
Other income$36 $23 $76 $48 
19


Health & Wellness interest and fees on loans decreased by $12 million, or 2.2%, for the three months ended June 30, 2021, primarily driven by lower loan receivables yield as a result of higher payment rates. Interest and fees on loans decreased $51 million, or 4.5%, for the six months ended June 30, 2021, primarily driven by lower average loan receivables.
Other income increased by $13 million, or 56.5%, and $28 million, or 58.3%, for the three and six months ended June 30, 2021, respectively, primarily due to commission fees earned by Pets Best.
Lifestyle
Three months ended June 30,Six months ended June 30,
($ in millions)2021202020212020
Purchase volume$1,405 $1,286 $2,559 $2,283 
Period-end loan receivables$5,158 $4,718 $5,158 $4,718 
Average loan receivables, including held for sale$5,050 $4,551 $5,027 $4,607 
Average active accounts (in thousands)2,442 2,462 2,510 2,634 
Interest and fees on loans$182 $172 $363 $367 
Other income$$$11 $
Lifestyle interest and fees on loans increased by $10 million, or 5.8%, for the three months ended June 30, 2021, primarily driven by an increase in average loan receivables reflecting continued strength in power sports. Interest and fees on loans decreased slightly by $4 million, or 1.1%, for the six months ended June 30, 2021, primarily driven by lower late fees and lower merchant discount, largely offset by an increase in average loan receivables.
Corp, Other
Three months ended June 30,Six months ended June 30,
($ in millions)2021202020212020
Purchase volume$2,971 $2,066 $5,443 $4,553 
Period-end loan receivables$4,000 $4,376 $4,000 $4,376 
Average loan receivables, including held for sale$3,929 $4,480 $4,023 $4,844 
Average active accounts (in thousands)5,266 5,155 5,361 5,881 
Interest and fees on loans$228 $260 $470 $592 
Other income$62 $39 $140 $83 
Corp, Other interest and fees on loans decreased by $32 million, or 12.3%, and $122 million, or 20.6%, for the three and six months ended June 30, 2021, primarily driven by lower average loan receivables.
Other income increased by $23 million, or 59.0%, and $57 million, or 68.7% for the three and six months ended June 30, 2021, primarily due to gains related to investment securities.
Loan Receivables
____________________________________________________________________________________________
Loan receivables are our largest category of assets and represent our primary source of revenue. The following discussion provides supplemental information regarding our loan receivables portfolio. See Note 2. Basis of Presentation and Summary of Significant Accounting Policies and Note 4. Loan Receivables and Allowance for Credit Losses to our condensed consolidated financial statements for additional information related to our Loan Receivables, including troubled debt restructurings (“TDR’s”).
20


The following table sets forth the composition of our loan receivables portfolio by product type at the dates indicated.
($ in millions)At June 30, 2021(%)At December 31, 2020(%)
Loans
Credit cards$74,429 95.0 %$78,455 95.9 %
Consumer installment loans2,507 3.2 %2,125 2.6 
Commercial credit products1,379 1.7 %1,250 1.5 
Other59 0.1 %37 — 
Total loans$78,374 100.0 %$81,867 100.0 %
Loan receivables decreased 4.3% to $78.4 billion at June 30, 2021 compared to December 31, 2020, primarily driven by improvements in customer payment behavior, resulting in part from governmental stimulus actions, as well as the seasonality of our business. Customer payments as a percentage of beginning-of-period loan receivables for the three months ended June 30, 2021 were approximately 280 basis points higher than our prior five-year historical average for the second quarter.
Loan receivables increased slightly to $78.4 billion at June 30, 2021 compared to $78.3 billion at June 30, 2020, primarily driven by higher purchase volume, offset by the impacts of improvements in customer payment behavior.
Our loan receivables portfolio had the following geographic concentration at June 30, 2021.
($ in millions)Loan Receivables
Outstanding
% of Total Loan
Receivables
Outstanding
State
Texas$8,124 10.4 %
California$8,036 10.3 %
Florida$6,849 8.7 %
New York$4,260 5.4 %
North Carolina$3,237 4.1 %
Delinquencies
Over-30 day loan delinquencies as a percentage of period-end loan receivables decreased to 2.11% at June 30, 2021 from 3.13% at June 30, 2020, and decreased from 3.07% at December 31, 2020. The decrease compared to the prior year period was primarily driven by an improvement in customer payment behavior. The current quarter decrease as compared to December 31, 2020 reflects these same improvements as well as the seasonality of our business.
Net Charge-Offs
Net charge-offs consist of the unpaid principal balance of loans held for investment that we determine are uncollectible, net of recovered amounts. We exclude accrued and unpaid finance charges and fees and third-party fraud losses from charge-offs. Charged-off and recovered finance charges and fees are included in interest and fees on loans while third-party fraud losses are included in other expense. Charge-offs are recorded as a reduction to the allowance for credit losses and subsequent recoveries of previously charged-off amounts are credited to the allowance for credit losses. Costs incurred to recover charged-off loans are recorded as collection expense and included in other expense in our Condensed Consolidated Statements of Earnings.
The table below sets forth the ratio of net charge-offs to average loan receivables, including held for sale, (“net charge-off rate”) for the periods indicated.
Three months ended June 30,Six months ended June 30,
 2021202020212020
Net charge-off rate3.57 %5.35 %3.59 %5.35 %
21


Allowance for Credit Losses
The allowance for credit losses totaled $9.0 billion at June 30, 2021, compared to $10.3 billion at December 31, 2020 and $9.8 billion at June 30, 2020, and reflects our estimate of expected credit losses for the life of the loan receivables on our consolidated statement of financial position.
Our allowance for credit losses as a percentage of total loan receivables decreased to 11.51% at June 30, 2021, from 12.54% at December 31, 2020 and from 12.52% at June 30, 2020.
The decrease compared to June 30, 2020 is primarily driven by improvements in customer payment behavior, which resulted in a reduction in our estimate of expected credit losses. The decrease compared to December 31, 2020 reflects the lower reserves, partially offset by the seasonality of our business.

Funding, Liquidity and Capital Resources
____________________________________________________________________________________________
We maintain a strong focus on liquidity and capital. Our funding, liquidity and capital policies are designed to ensure that our business has the liquidity and capital resources to support our daily operations, our business growth, our credit ratings and our regulatory and policy requirements, in a cost effective and prudent manner through expected and unexpected market environments.
Funding Sources
Our primary funding sources include cash from operations, deposits (direct and brokered deposits), securitized financings and senior unsecured notes.
The following table summarizes information concerning our funding sources during the periods indicated:
 20212020
Three months ended June 30 ($ in millions)Average
Balance
%Average
Rate
Average
Balance
%Average
Rate
Deposits(1)
$60,761 80.8 %1.0 %$64,298 79.3 %1.8 %
Securitized financings7,149 9.5 2.5 8,863 10.9 2.7 
Senior unsecured notes7,276 9.7 4.2 7,958 9.8 4.1 
Total$75,186 100.0 %1.4 %$81,119 100.0 %2.2 %
______________________
(1)Excludes $349 million and $309 million average balance of non-interest-bearing deposits for the three months ended June 30, 2021 and 2020, respectively. Non-interest-bearing deposits comprise less than 10% of total deposits for the three months ended June 30, 2021 and 2020.
 20212020
Six months ended June 30 ($ in millions)Average
Balance
%Average
Rate
Average
Balance
%Average
Rate
Deposits(1)
$61,737 80.4 %1.0 %$64,332 78.3 %2.0 %
Securitized financings7,420 9.7 2.6 9,425 11.5 2.8 
Senior unsecured notes7,619 9.9 4.2 8,382 10.2 4.1 
Total$76,776 100.0 %1.5 %$82,139 100.0 %2.3 %
______________________
(1)Excludes $348 million and $304 million average balance of non-interest-bearing deposits for the six months ended June 30, 2021 and 2020, respectively. Non-interest-bearing deposits comprise less than 10% of total deposits for the six months ended June 30, 2021 and 2020.
22


Deposits
We obtain deposits directly from retail and commercial customers (“direct deposits”) or through third-party brokerage firms that offer our deposits to their customers (“brokered deposits”). At June 30, 2021, we had $50.3 billion in direct deposits and $9.5 billion in deposits originated through brokerage firms (including network deposit sweeps procured through a program arranger that channels brokerage account deposits to us). A key part of our liquidity plan and funding strategy is to continue to utilize our direct deposits base as a source of stable and diversified low-cost funding.
Our direct deposits include a range of FDIC-insured deposit products, including certificates of deposit, IRAs, money market accounts and savings accounts.
Brokered deposits are primarily from retail customers of large brokerage firms. We have relationships with 11 brokers that offer our deposits through their networks. Our brokered deposits consist primarily of certificates of deposit that bear interest at a fixed rate and at June 30, 2021, had a weighted average remaining life of 2.4 years. These deposits generally are not subject to early withdrawal.
Our ability to attract deposits is sensitive to, among other things, the interest rates we pay, and therefore, we bear funding risk if we fail to pay higher rates, or interest rate risk if we are required to pay higher rates, to retain existing deposits or attract new deposits. To mitigate these risks, our funding strategy includes a range of deposit products, and we seek to maintain access to multiple other funding sources, including securitized financings (including our undrawn committed capacity) and unsecured debt.
The following table summarizes certain information regarding our interest-bearing deposits by type (all of which constitute U.S. deposits) for the periods indicated:
Three months ended June 30 ($ in millions)20212020
Average
Balance
%Average
Rate
Average
Balance
%Average
Rate
Direct deposits:
Certificates of deposit
(including IRA certificates of deposit)
$22,352 36.8 %1.3 %$31,806 49.5 %2.2 %
Savings accounts
(including money market accounts)
28,391 46.7 0.5 21,023 32.7 1.3 
Brokered deposits10,018 16.5 1.6 11,469 17.8 1.8 
Total interest-bearing deposits$60,761 100.0 %1.0 %$64,298 100.0 %1.8 %
Six months ended June 30 ($ in millions)20212020
Average
Balance
% of
Total
Average
Rate
Average
Balance
% of
Total
Average
Rate
Direct deposits:
Certificates of deposit (including IRA certificates of deposit)$23,813 38.6 %1.4 %$32,913 51.2 %2.4 %
Savings accounts (including money market accounts)27,603 44.7 0.5 20,333 31.6 1.5 
Brokered deposits10,321 16.7 1.6 11,086 17.2 2.1 
Total interest-bearing deposits$61,737 100.0 %0.5 %$64,332 100.0 %2.0 %
Our deposit liabilities provide funding with maturities ranging from one day to ten years. At June 30, 2021, the weighted average maturity of our interest-bearing time deposits was 1.1 years. See Note 7. Deposits to our condensed consolidated financial statements for more information on the maturities of our time deposits.
23


The following table summarizes deposits by contractual maturity at June 30, 2021:
($ 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)
$29,955 $2,674 $7,465 $6,964 $47,058 
U.S. deposits (in excess of FDIC insurance limit)(2)
Direct deposits:
Certificates of deposit
(including IRA certificates of deposit)
1,107 745 2,091 1,253 5,196 
Savings accounts
(including money market accounts)
7,560 — — — 7,560 
Brokered deposits:
Sweep accounts27 — — — 27 
Total$38,649 $3,419 $9,556 $8,217 $59,841 
______________________
(1)Includes brokered certificates of deposit for which underlying individual deposit balances are assumed to be less than $250,000.
(2)The standard deposit insurance amount is $250,000 per depositor, for each account ownership category. Deposits in excess of FDIC insurance limit presented above include partially uninsured accounts.
Securitized Financings
We access the asset-backed securitization market using the Synchrony Credit Card Master Note Trust (“SYNCT”) and the Synchrony Card Issuance Trust (“SYNIT”) through which we may issue asset-backed securities through both public transactions and private transactions funded by financial institutions and commercial paper conduits. In addition, we issue asset-backed securities in private transactions through the Synchrony Sales Finance Master Trust (“SFT”).
The following table summarizes expected contractual maturities of the investors’ interests in securitized financings, excluding debt premiums, discounts and issuance costs at June 30, 2021.
($ 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)
$1,050 $3,040 $— $— $4,090 
SFT300 — — — 300 
SYNIT(1)
2,600 — — — 2,600 
Total long-term borrowings—owed to securitization investors$3,950 $3,040 $— $— $6,990 
______________________
(1)Excludes any subordinated classes of SYNCT notes and SYNIT notes that we owned at June 30, 2021.
We retain exposure to the performance of trust assets through: (i) in the case of SYNCT, SFT and SYNIT, subordinated retained interests in the loan receivables transferred to the trust in excess of the principal amount of the notes for a given series that provide credit enhancement for a particular series, as well as a pari passu seller’s interest in each trust and (ii) in the case of SYNCT and SYNIT, any subordinated classes of notes that we own.
24


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.
The following table summarizes for each of our trusts the three-month rolling average excess spread at June 30, 2021.
Note Principal Balance
($ in millions)
# of Series
Outstanding
Three-Month Rolling
Average Excess
Spread(1)
SYNCT$4,244 ~18.2% to 20.5%
SFT$300 18.5 %
SYNIT$2,600 17.2 %
______________________
(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 June 30, 2021.
Senior Unsecured Notes
During the six months ended June 30, 2021 we made repayments of $1.5 billion.
The following table provides a summary of our outstanding fixed rate senior unsecured notes at June 30, 2021.
Issuance Date
Interest Rate(1)
Maturity
Principal Amount Outstanding(2)
($ in millions)
Fixed rate senior unsecured notes:
Synchrony Financial
August 20144.250%August 20241,250 
July 20154.500%July 20251,000 
August 20163.700%August 2026500 
December 20173.950%December 20271,000 
March 20194.375%March 2024600 
March 20195.150%March 2029650 
July 20192.850%July 2022750 
Synchrony Bank
June 20173.000%June 2022750 
Total fixed rate senior unsecured notes$6,500 
______________________
(1)Weighted average interest rate of all senior unsecured notes at June 30, 2021 was 4.00%.
(2)The amounts shown exclude unamortized debt discounts, premiums and issuance costs.
25


Short-Term Borrowings
Except as described above, there were no material short-term borrowings for the periods presented.
Other
At June 30, 2021, we had more than $25.0 billion of unencumbered assets in the Bank available to be used to generate additional liquidity through secured borrowings or asset sales or to be pledged to the Federal Reserve Board for credit at the discount window.
Covenants
The indenture pursuant to which our senior unsecured notes have been issued includes various covenants. If we do not satisfy any of these covenants, the maturity of amounts outstanding thereunder may be accelerated and become payable. We were in compliance with all of these covenants at June 30, 2021.
At June 30, 2021, we were not in default under any of our credit facilities.
Credit Ratings
Our borrowing costs and capacity in certain funding markets, including securitizations and senior and subordinated debt, may be affected by the credit ratings of the Company, the Bank and the ratings of our asset-backed securities.
The table below reflects our current credit ratings and outlooks:
S&PFitch Ratings
Synchrony Financial
Senior unsecured debtBBB-BBB-
Preferred stockBB-B+
Outlook for Synchrony Financial senior unsecured debtStableStable
Synchrony Bank
Senior unsecured debtBBBBBB-
Outlook for Synchrony Bank senior unsecured debtStableStable
In addition, certain of the asset-backed securities issued by SYNCT and SYNIT are rated by Fitch, S&P and/or Moody’s. A credit rating is not a recommendation to buy, sell or hold securities, may be subject to revision or withdrawal at any time by the assigning rating organization, and each rating should be evaluated independently of any other rating. Downgrades in these credit ratings could materially increase the cost of our funding from, and restrict our access to, the capital markets.
Liquidity
____________________________________________________________________________________________
We seek to ensure that we have adequate liquidity to sustain business operations, fund asset growth, satisfy debt obligations and to meet regulatory expectations under normal and stress conditions.
We maintain policies outlining the overall framework and general principles for managing liquidity risk across our business, which is the responsibility of our Asset and Liability Management Committee, a subcommittee of the Risk Committee of our Board of Directors. We employ a variety of metrics to monitor and manage liquidity. We perform regular liquidity stress testing and contingency planning as part of our liquidity management process. We evaluate a range of stress scenarios including Company specific and systemic events that could impact funding sources and our ability to meet liquidity needs.
26


We maintain a liquidity portfolio, which at June 30, 2021 had $16.3 billion of liquid assets, primarily consisting of cash and equivalents and short-term obligations of the U.S. Treasury, less cash in transit which is not considered to be liquid, compared to $18.3 billion of liquid assets at December 31, 2020. The decrease in liquid assets was primarily due to the reduction in funding liabilities, partially offset by the reduction in our loan receivables and the seasonality of our business. We believe our liquidity position at June 30, 2021 remains strong as we continue to operate in a period of uncertain economic conditions related to COVID-19 and we will continue to closely monitor our liquidity as economic conditions change.
As additional sources of liquidity, at June 30, 2021, we had an aggregate of $4.4 billion of undrawn committed capacity on our securitized financings, subject to customary borrowing conditions, from private lenders under our securitization programs and $0.5 billion of undrawn committed capacity under our unsecured revolving credit facility with private lenders, and we had more than $25.0 billion of unencumbered assets in the Bank available to be used to generate additional liquidity through secured borrowings or asset sales or to be pledged to the Federal Reserve Board for credit at the discount window.
As a general matter, investments included in our liquidity portfolio are expected to be highly liquid, giving us the ability to readily convert them to cash. The level and composition of our liquidity portfolio may fluctuate based upon the level of expected maturities of our funding sources as well as operational requirements and market conditions.
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 2020 Form 10-K.
Capital
____________________________________________________________________________________________
Our primary sources of capital have been earnings generated by our business and existing equity capital. We seek to manage capital to a level and composition sufficient to support the risks of our business, meet regulatory requirements, adhere to rating agency targets and support future business growth. The level, composition and utilization of capital are influenced by changes in the economic environment, strategic initiatives and legislative and regulatory developments. Within these constraints, we are focused on deploying capital in a manner that will provide attractive returns to our stockholders.
Synchrony is not currently required to conduct stress tests. See “Regulation—Regulation Relating to Our Business—Recent Legislative and Regulatory Developments” in our 2020 Form 10-K. In addition, while we have not been subject to the Federal Reserve Board's formal capital plan submission requirements to-date, we submitted a capital plan to the Federal Reserve Board in 2021. While not required, our capital plan process does include certain internal stress testing.
Dividend and Share Repurchases
Common Stock Cash Dividends DeclaredMonth of PaymentAmount per Common ShareAmount
($ in millions, except per share data)
Three months ended March 31, 2021
February 2021
$0.22 $128 
Three months ended June 30, 2021
May 2021
0.22 128 
Total dividends declared$0.44 $256 
27


Preferred Stock Cash Dividends DeclaredMonth of PaymentAmount per Preferred ShareAmount
($ in millions, except per share data)
Three months ended March 31, 2021
February 2021
$14.06 $11 
Three months ended June 30, 2021
May 2021
14.06 10 
Total dividends declared$28.12 $21 
The declaration and payment of future dividends to holders of our common and preferred stock will be at the discretion of the Board and will depend on many factors. For a discussion of regulatory and other restrictions on our ability to pay dividends and repurchase stock, see “Regulation—Risk Factors Relating to Regulation—We are subject to restrictions that limit our ability to pay dividends and repurchase our common stock; the Bank is subject to restrictions that limit its ability to pay dividends to us, which could limit our ability to pay dividends, repurchase our common stock or make payments on our indebtedness” in our 2020 Form 10-K.
Common Shares Repurchased Under Publicly Announced ProgramsTotal Number of Shares
Purchased
Dollar Value of Shares
Purchased
($ and shares in millions)
Three months ended March 31, 2021
5.1 $200 
Three months ended June 30, 2021
8.7 393 
Total 13.8 $593 
In January 2021, we announced our Board's approval of a share repurchase program of up to $1.6 billion through December 31, 2021 (the “January 2021 Share Repurchase Program”), subject to the Company’s capital plan, market conditions and other factors, including regulatory restrictions and required approvals, if any. In May 2021 we announced that the Board of Directors approved a new share repurchase program of up to $2.9 billion for the period which commenced April 1, 2021 through June 30, 2022 (the “May 2021 Share Repurchase Program”), subject to market conditions and other factors, including legal and regulatory restrictions and required approvals, if any. This share repurchase program supersedes the program previously announced in January 2021, and does not include the impact of any capital which would be released if the loan receivables associated with the Gap Inc. program are sold at expiration of the existing program agreement.
Through the end of the second quarter of 2021, we have repurchased $593 million of common stock as part of the January 2021 Share Repurchase Program and May 2021 Share Repurchase Program and have $2.5 billion of remaining authorized share repurchase capacity under the May 2021 Share Repurchase Program at June 30, 2021.
Regulatory Capital Requirements - Synchrony Financial
As a savings and loan holding company, we are required to maintain minimum capital ratios, under the applicable U.S. Basel III capital rules. For more information, see “Regulation—Savings and Loan Holding Company Regulation” in our 2020 Form 10-K.
For Synchrony Financial to be a well-capitalized savings and loan holding company, Synchrony Bank must be well-capitalized and Synchrony Financial must not be subject to any written agreement, order, capital directive, or prompt corrective action directive issued by the Federal Reserve Board to meet and maintain a specific capital level for any capital measure. As of June 30, 2021, Synchrony Financial met all the requirements to be deemed well-capitalized.
28


The following table sets forth the composition of our capital ratios for the Company calculated under the Basel III Standardized Approach rules at June 30, 2021 and December 31, 2020, respectively.
Basel III
 At June 30, 2021At December 31, 2020
($ in millions)Amount
Ratio(1)
Amount
Ratio(1)
Total risk-based capital$15,710 20.1 %$14,604 18.1 %
Tier 1 risk-based capital$14,671 18.7 %$13,525 16.8 %
Tier 1 leverage$14,671 15.6 %$13,525 14.0 %
Common equity Tier 1 capital$13,937 17.8 %$12,791 15.9 %
Risk-weighted assets$78,281 $80,561 
______________________
(1)Tier 1 leverage ratio represents total Tier 1 capital as a percentage of total average assets, after certain adjustments. All other ratios presented above represent the applicable capital measure as a percentage of risk-weighted assets.
In March 2020 the joint federal bank regulatory agencies issued an interim final rule that allows banking organizations to mitigate the effects of the CECL accounting standard in their regulatory capital. Banking organizations that adopted CECL in 2020 can elect to mitigate the estimated cumulative regulatory capital effects of CECL for two years. The Company has elected to adopt the option provided by the interim final rule, which will largely delay the effects of CECL on its regulatory capital through the end of 2021, after which the effects will be phased-in over a three-year period from January 1, 2022 through December 31, 2024, collectively the “CECL regulatory capital transition adjustment”. For more information, see “Capital—Regulatory Capital Requirements - Synchrony Financial” in our 2020 Form 10-K.
Capital amounts and ratios at June 30, 2021 in the above table all reflect the application of the CECL regulatory capital transition adjustment. The increase in our common equity Tier 1 capital ratio compared to December 31, 2020 was primarily due to the retention of net earnings in the current year, as well as a decrease in loan receivables and a corresponding reduction in risk-weighted assets in the six months ended June 30, 2021.
Regulatory Capital Requirements - Synchrony Bank
At June 30, 2021 and December 31, 2020, the Bank met all applicable requirements to be deemed well-capitalized pursuant to OCC regulations and for purposes of the Federal Deposit Insurance Act. The following table sets forth the composition of the Bank’s capital ratios calculated under the Basel III Standardized Approach rules at June 30, 2021 and December 31, 2020, and also reflects the CECL regulatory capital transition adjustment in the June 30, 2021 amounts and ratios.
 At June 30, 2021At December 31, 2020Minimum to be Well-Capitalized under Prompt Corrective Action Provisions
($ in millions)AmountRatioAmountRatioRatio
Total risk-based capital$14,460 20.6 %$12,784 17.8 %10.0%
Tier 1 risk-based capital$13,526 19.2 %$11,821 16.5 %8.0%
Tier 1 leverage$13,526 16.0 %$11,821 13.6 %5.0%
Common equity Tier 1 capital$13,526 19.2 %$11,821 16.5 %6.5%
Failure to meet minimum capital requirements can result in the initiation of certain mandatory and possibly additional discretionary actions by regulators that, if undertaken, could limit our business activities and have a material adverse effect on our business, results of operations and financial condition. See “Regulation—Risk Factors Relating to Regulation—Failure by Synchrony and the Bank to meet applicable capital adequacy and liquidity requirements could have a material adverse effect on us” in our 2020 Form 10-K.
29


Off-Balance Sheet Arrangements and Unfunded Lending Commitments
____________________________________________________________________________________________
We do not have any material off-balance sheet arrangements, including guarantees of third-party obligations. Guarantees are contracts or indemnification agreements that contingently require us to make a guaranteed payment or perform an obligation to a third-party based on certain trigger events. At June 30, 2021, we had not recorded any contingent liabilities in our Condensed Consolidated Statement of Financial Position related to any guarantees.
We extend credit, primarily arising from agreements with customers for unused lines of credit on our credit cards, in the ordinary course of business. Each unused credit card line is unconditionally cancellable by us. See Note 4 - Loan Receivables and Allowance for Credit Losses to our condensed consolidated financial statements for more information on our unfunded lending commitments.
Critical Accounting Estimates
____________________________________________________________________________________________
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 2020 Form 10-K, for a detailed discussion of these critical accounting estimates.
Regulation and Supervision
____________________________________________________________________________________________
Our business, including our relationships with our customers, is subject to regulation, supervision and examination under U.S. federal, state and foreign laws and regulations. These laws and regulations cover all aspects of our business, including lending and collection practices, treatment of our customers, safeguarding deposits, customer privacy and information security, capital structure, liquidity, dividends and other capital distributions, transactions with affiliates, and conduct and qualifications of personnel. Such laws and regulations directly and indirectly affect key drivers of our profitability, including, for example, capital and liquidity, product offerings, risk management, and costs of compliance.
As a savings and loan holding company and a financial holding company, Synchrony is subject to regulation, supervision and examination by the Federal Reserve Board. As a large provider of consumer financial services, we are also subject to regulation, supervision and examination by the CFPB.
The Bank is a federally chartered savings association. As such, the Bank is subject to regulation, supervision and examination by the OCC, which is its primary regulator, and by the CFPB. In addition, the Bank, as an insured depository institution, is supervised by the FDIC.
See “Regulation” in our 2020 Form 10-K for additional information on regulations that are currently applicable to us. See also “—Capital above, for discussion of the impact of regulations and supervision on our capital and liquidity, including our ability to pay dividends and repurchase stock.
30


ITEM 1. FINANCIAL STATEMENTS
Synchrony Financial and subsidiaries
Condensed Consolidated Statements of Earnings (Unaudited)
____________________________________________________________________________________________
Three months ended June 30,Six months ended June 30,
($ in millions, except per share data)2021202020212020
Interest income:
Interest and fees on loans (Note 4)$3,567 $3,808 $7,299 $8,148 
Interest on cash and debt securities11 22 21 89 
Total interest income3,578 3,830 7,320 8,237 
Interest expense:
Interest on deposits146 293 316 649 
Interest on borrowings of consolidated securitization entities44 59 95 132 
Interest on senior unsecured notes76 82 158 170 
Total interest expense266 434 569 951 
Net interest income3,312 3,396 6,751 7,286 
Retailer share arrangements(1,006)(773)(1,995)(1,699)
Provision for credit losses (Note 4)(194)1,673 140 3,350 
Net interest income, after retailer share arrangements and provision for credit losses2,500 950 4,616 2,237 
Other income:
Interchange revenue223 134 394 295 
Debt cancellation fees66 69 135 138 
Loyalty programs(247)(134)(426)(292)
Other47 26 117 51 
Total other income89 95 220 192 
Other expense:
Employee costs359 327 723 651 
Professional fees189 189 379 386 
Marketing and business development 114 91 209 202 
Information processing 137 116 268 239 
Other 149 263 301 510 
Total other expense 948 986 1,880 1,988 
Earnings before provision for income taxes1,641 59 2,956 441 
Provision for income taxes (Note 12)399 11 689 107 
Net earnings$1,242 $48 $2,267 $334 
Net earnings available to common stockholders$1,232 $37 $2,246 $312 
Earnings per share
Basic$2.13 $0.06 $3.87 $0.52 
Diluted$2.12 $0.06 $3.84 $0.52 




See accompanying notes to condensed consolidated financial statements.
31


Synchrony Financial and subsidiaries
Condensed Consolidated Statements of Comprehensive Income (Unaudited)
____________________________________________________________________________________________
Three months ended June 30,Six months ended June 30,
($ in millions)2021202020212020
Net earnings$1,242 $48 $2,267 $334 
Other comprehensive income (loss)
Debt securities(2)12 (8)29 
Currency translation adjustments(7)
Employee benefit plans— (1)(1)(1)
Other comprehensive income (loss)— 12 (5)21 
Comprehensive income$1,242 $60 $2,262 $355 
Amounts presented net of taxes.







































See accompanying notes to condensed consolidated financial statements.
32


Synchrony Financial and subsidiaries
Condensed Consolidated Statements of Financial Position (Unaudited)
____________________________________________________________________________________________
($ in millions)At June 30, 2021At December 31, 2020
Assets
Cash and equivalents$11,117 $11,524 
Debt securities (Note 3)5,728 7,469 
Loan receivables: (Notes 4 and 5)
Unsecuritized loans held for investment55,994 56,472 
Restricted loans of consolidated securitization entities22,380 25,395 
Total loan receivables78,374 81,867 
Less: Allowance for credit losses(9,023)(10,265)
Loan receivables, net69,351 71,602 
Loan receivables held for sale (Note 4)— 
Goodwill 1,105 1,078 
Intangible assets, net (Note 6)1,098 1,125 
Other assets3,618 3,145 
Total assets$92,017 $95,948 
Liabilities and Equity
Deposits: (Note 7)
Interest-bearing deposit accounts$59,500 $62,469 
Non-interest-bearing deposit accounts341 313 
Total deposits59,841 62,782 
Borrowings: (Notes 5 and 8)
Borrowings of consolidated securitization entities6,987 7,810 
Senior unsecured notes6,470 7,965 
Total borrowings13,457 15,775 
Accrued expenses and other liabilities4,522 4,690 
Total liabilities$77,820 $83,247 
Equity:
Preferred stock, par share value $0.001 per share; 750,000 shares authorized; 750,000 shares issued and outstanding at both June 30, 2021 and December 31, 2020 and aggregate liquidation preference of $750 at both June 30, 2021 and December 31, 2020
$734 $734 
Common Stock, par share value $0.001 per share; 4,000,000,000 shares authorized; 833,984,684 shares issued at both June 30, 2021 and December 31, 2020; 573,416,152 and 584,009,550 shares outstanding at June 30, 2021 and December 31, 2020, respectively
Additional paid-in capital9,620 9,570 
Retained earnings12,560 10,621 
Accumulated other comprehensive income (loss):
Debt securities17 25 
Currency translation adjustments(18)(22)
Employee benefit plans(55)(54)
Treasury stock, at cost; 260,568,532 and 249,975,134 shares at June 30, 2021 and December 31, 2020, respectively
(8,662)(8,174)
Total equity14,197 12,701 
Total liabilities and equity$92,017 $95,948 

See accompanying notes to condensed consolidated financial statements.
33


Synchrony Financial and subsidiaries
Condensed Consolidated Statements of Changes in Equity (Unaudited)
____________________________________________________________________________________________
Preferred StockCommon Stock
($ in millions,
shares in thousands)
Shares IssuedAmountShares IssuedAmountAdditional Paid-in CapitalRetained EarningsAccumulated Other Comprehensive Income (Loss)Treasury StockTotal Equity
Balance at
January 1, 2020
750 $734 833,985 $$9,537 $12,117 $(58)$(7,243)$15,088 
Cumulative effect of change in accounting principle— — — — — (2,276)— — (2,276)
Adjusted balance, beginning of period750 734 833,985 9,537 9,841 (58)(7,243)12,812 
Net earnings— — — — — 286 — — 286 
Other comprehensive income— — — — — — — 
Purchases of treasury stock— — — — — — — (985)(985)
Stock-based compensation— — — — (14)(21)— 29 (6)
Dividends - preferred stock
($14.22 per share)
— — — — — (11)— — (11)
Dividends - common stock
($0.22 per share)
— — — — — (135)— — (135)
Balance at
March 31, 2020
750 $734 833,985 $$9,523 $9,960 $(49)$(8,199)$11,970 
Net earnings— — — — — 48 — — 48 
Other comprehensive income— — — — — — 12 — 12 
Purchases of treasury stock— — — — — — — — — 
Stock-based compensation— — — — (17)— 16 
Dividends - preferred stock
($14.06 per share)
— — — — — (11)— — (11)
Dividends - common stock
($0.22 per share)
— — — — — (128)— — (128)
Balance at
June 30, 2020
750 $734 833,985 $$9,532 $9,852 $(37)$(8,183)$11,899 
34


Preferred StockCommon Stock
($ in millions,
shares in thousands)
Shares IssuedAmountShares IssuedAmountAdditional Paid-in CapitalRetained EarningsAccumulated Other Comprehensive Income (Loss)Treasury StockTotal Equity
Balance at
January 1, 2021
750 $734 833,985 $$9,570 $10,621 $(51)$(8,174)$12,701 
Net earnings— — — — — 1,025 — — 1,025 
Other comprehensive income— — — — — — (5)— (5)
Purchases of treasury stock— — — — — — — (200)(200)
Stock-based compensation— — — — 22 (37)— 72 57 
Dividends - preferred stock
($14.06 per share)
— — — — — (11)— — (11)
Dividends - common stock
($0.22 per share)
— — — — — (128)— — (128)
Balance at
March 31, 2021
750 $734 833,985 $$9,592 $11,470 $(56)$(8,302)$13,439 
Net earnings— — — — — 1,242 — — 1,242 
Other comprehensive income— — — — — — — — — 
Purchases of treasury stock— — — — — — — (393)(393)
Stock-based compensation— — — — 28 (14)— 33 47 
Dividends - preferred stock
($14.06 per share)
— — — — — (10)— — (10)
Dividends - common stock
($0.22 per share)
— — — — — (128)— — (128)
Balance at
June 30, 2021
750 $734 833,985 $$9,620 $12,560 $(56)$(8,662)$14,197 

















See accompanying notes to condensed consolidated financial statements.
35


Synchrony Financial and subsidiaries
Condensed Consolidated Statements of Cash Flows (Unaudited)
____________________________________________________________________________________________
Six months ended June 30,
($ in millions)
20212020
Cash flows - operating activities
Net earnings$2,267 $334 
Adjustments to reconcile net earnings to cash provided from operating activities
Provision for credit losses140 3,350 
Deferred income taxes184 (328)
Depreciation and amortization192 193 
(Increase) decrease in interest and fees receivable596 348 
(Increase) decrease in other assets(150)(34)
Increase (decrease) in accrued expenses and other liabilities(214)(312)
All other operating activities265 367 
Cash provided from (used for) operating activities3,280 3,918 
Cash flows - investing activities
Maturity and sales of debt securities3,836 4,227 
Purchases of debt securities(2,140)(4,891)
Proceeds from sale of loan receivables23 709 
Net (increase) decrease in loan receivables, including held for sale1,374 6,071 
All other investing activities (309)(184)
Cash provided from (used for) investing activities2,784 5,932 
Cash flows - financing activities
Borrowings of consolidated securitization entities
Proceeds from issuance of securitized debt1,050 500 
Maturities and repayment of securitized debt(1,875)(2,806)
Senior unsecured notes
Maturities and repayment of senior unsecured notes(1,500)(1,500)
Dividends paid on preferred stock(21)(22)
Net increase (decrease) in deposits(2,957)(997)
Purchases of treasury stock(593)(985)
Dividends paid on common stock(256)(263)
All other financing activities25 (10)
Cash provided from (used for) financing activities(6,127)(6,083)
Increase (decrease) in cash and equivalents, including restricted amounts(63)3,767 
Cash and equivalents, including restricted amounts, at beginning of period11,605 12,647 
Cash and equivalents at end of period:
Cash and equivalents11,117 16,344 
Restricted cash and equivalents included in other assets425 70 
Total cash and equivalents, including restricted amounts, at end of period$11,542 $16,414 

See accompanying notes to condensed consolidated financial statements.
36


Synchrony Financial and subsidiaries
Notes to Condensed Consolidated Financial Statements (Unaudited)
____________________________________________________________________________________________
NOTE 1.    BUSINESS DESCRIPTION
Synchrony Financial (the “Company”) provides a range of credit products through financing programs it has established with a diverse group of national and regional retailers, local merchants, manufacturers, buying groups, industry associations and healthcare service providers. We primarily offer private label, Dual Card and general purpose co-branded credit cards, promotional financing and installment lending, and savings products insured by the Federal Deposit Insurance Corporation ("FDIC") through Synchrony Bank (the “Bank”).
References to the “Company”, “we”, “us” and “our” are to Synchrony Financial and its consolidated subsidiaries unless the context otherwise requires.
NOTE 2.    BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Basis of Presentation
The accompanying condensed 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 condensed 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 operations within the United States and Canada. Substantially all of our revenues are from U.S. customers. The operating activities conducted by our non-U.S. affiliates use the local currency as their functional currency. The effects of translating the financial statements of these non-U.S. affiliates to U.S. dollars are included in equity. Asset and liability accounts are translated at period-end exchange rates, while revenues and expenses are translated at average rates for the respective periods.
Consolidated Basis of Presentation
The Company’s financial statements have been prepared on a consolidated basis. Under this basis of presentation, our financial statements consolidate all of our subsidiaries – i.e., entities in which we have a controlling financial interest, most often because we hold a majority voting interest.
To determine if we hold a controlling financial interest in an entity, we first evaluate if we are required to apply the variable interest entity (“VIE”) model to the entity, otherwise the entity is evaluated under the voting interest model. Where we hold current or potential rights that give us the power to direct the activities of a VIE that most significantly impact the VIE’s economic performance (“power”) combined with a variable interest that gives us the right to receive potentially significant benefits or the obligation to absorb potentially significant losses (“significant economics”), we have a controlling financial interest in that VIE. Rights held by others to remove the party with power over the VIE are not considered unless one party can exercise those rights unilaterally. We consolidate certain securitization entities under the VIE model because we have both power and significant economics. See Note 5. Variable Interest Entities.
37


Interim Period Presentation
The condensed consolidated financial statements and notes thereto are unaudited. These statements include all adjustments (consisting of normal recurring accruals) that we considered necessary to present a fair statement of our results of operations, financial position and cash flows. The results reported in these condensed consolidated financial statements should not be considered as necessarily indicative of results that may be expected for the entire year. These condensed consolidated financial statements should be read in conjunction with our 2020 annual consolidated financial statements and the related notes in our Annual Report on Form 10-K for the year ended December 31, 2020 (our "2020 Form 10-K").
See Note 2. Basis of Presentation and Summary of Significant Accounting Policies to our 2020 annual consolidated financial statements in our 2020 Form 10-K, for additional information on our other significant accounting policies.
NOTE 3.    DEBT SECURITIES
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:
June 30, 2021December 31, 2020
GrossGrossGrossGross
AmortizedunrealizedunrealizedEstimatedAmortizedunrealizedunrealizedEstimated
 ($ in millions)costgainslossesfair valuecostgainslossesfair value
U.S. government and federal agency$2,531 $$(1)$2,531 $3,926 $$— $3,927 
State and municipal37 — (2)35 40 — (1)39 
Residential mortgage-backed(a)
696 20 (2)714 817 25 — 842 
Asset-backed(b)
2,433 — 2,439 2,652 — 2,661 
Other— — — — — 
Total$5,705 $28 $(5)$5,728 $7,435 $35 $(1)$7,469 
_______________________
(a)    All of our residential mortgage-backed securities have been issued by government-sponsored entities and are collateralized by U.S. mortgages. At June 30, 2021 and December 31, 2020, $168 million and $229 million of residential mortgage-backed securities, respectively, are pledged by the Bank as collateral to the Federal Reserve to secure Federal Reserve Discount Window advances.
(b)    Our asset-backed securities are collateralized by credit card and auto loans.
38


The following table presents the estimated fair values and gross unrealized losses of our available-for-sale debt securities:
In loss position for
Less than 12 months12 months or more
GrossGross
EstimatedunrealizedEstimatedunrealized
 ($ in millions)fair valuelossesfair valuelosses
At June 30, 2021
U.S. government and federal agency$360 $(1)$— $— 
State and municipal— 20 (2)
Residential mortgage-backed126 (2)— — 
Asset-backed499 — — — 
Other— — — — 
Total$989 $(3)$20 $(2)
At December 31, 2020
U.S. government and federal agency$— $— $— $— 
State and municipal— 21 (1)
Residential mortgage-backed— — — 
Asset-backed242 — — — 
Total$251 $— $21 $(1)
We regularly review debt securities for impairment resulting from credit loss using both qualitative and quantitative criteria, as necessary based on the composition of the portfolio at period end. Based on our assessment, no material impairments for credit losses were recognized during the period.
We presently do not intend to sell our debt securities that are in an unrealized loss position and believe that it is not more likely than not that we will be required to sell these securities before recovery of our amortized cost.
Contractual Maturities of Investments in Available-for-Sale Debt Securities
AmortizedEstimated Weighted
At June 30, 2021 ($ in millions)costfair value
Average yield (a)
Due
Within one year$3,229 $3,232 0.3 %
After one year through five years$1,739 $1,742 0.3 %
After five years through ten years$244 $253 2.1 %
After ten years$493 $501 1.7 %
_____________________
(a)Weighted average yield is calculated based on the amortized cost of each security. In calculating yield, no adjustment has been made with respect to any tax-exempt obligations.
We expect actual maturities to differ from contractual maturities because borrowers have the right to prepay certain obligations.
There were no material realized gains or losses recognized for the six months ended June 30, 2021 and 2020.
Although we generally do not have the intent to sell any specific securities held at June 30, 2021, 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.
39


NOTE 4.    LOAN RECEIVABLES AND ALLOWANCE FOR CREDIT LOSSES
($ in millions)June 30, 2021December 31, 2020
Credit cards$74,429 $78,455 
Consumer installment loans2,507 2,125 
Commercial credit products1,379 1,250 
Other 59 37 
Total loan receivables, before allowance for credit losses(a)(b)
$78,374 $81,867 
_______________________
(a)Total loan receivables include $22.4 billion and $25.4 billion of restricted loans of consolidated securitization entities at June 30, 2021 and December 31, 2020, respectively. See Note 5. Variable Interest Entities for further information on these restricted loans.
(b)At June 30, 2021 and December 31, 2020, loan receivables included deferred costs, net of deferred income, of $168 million and $153 million, respectively.
Allowance for Credit Losses
 ($ in millions)Balance at April 1, 2021Provision charged to operationsGross charge-offsRecoveriesBalance at
June 30, 2021
Credit cards$9,735 $(163)$(881)$213 $8,904 
Consumer installment loans100 (26)(12)67 
Commercial credit products64 (5)(10)50 
Other— — — 
Total$9,901 $(194)$(903)$219 $9,023 
($ in millions)Balance at April 1, 2020Provision charged to operationsGross charge-offsRecoveriesBalance at
June 30, 2020
Credit cards$9,029 $1,633 $(1,265)$240 $9,637 
Consumer installment loans83 28 (11)103 
Commercial credit products62 12 (15)61 
Other— — — 
Total$9,175 $1,673 $(1,291)$245 $9,802 
 ($ in millions)Balance at January 1, 2021Provision charged to operationsGross charge-offsRecoveriesOtherBalance at
June 30, 2021
Credit cards$10,076 $178 $(1,782)$432 $— $8,904 
Consumer installment loans127 (44)(27)10 67 
Commercial credit products61 (19)— 50 
Other— — — 
Total$10,265 $140 $(1,828)$445 $$9,023 
($ in millions)Balance at January 1, 2020Impact of ASU 2016-13 AdoptionPost-Adoption Balance at January 1, 2020Provision charged to operationsGross charge-offsRecoveriesBalance at
June 30, 2020
Credit cards$5,506 $2,989 $8,495 $3,268 $(2,660)$534 $9,637 
Consumer installment loans46 26 72 52 (27)103 
Commercial credit products49 55 30 (29)61 
Other— — — — 
Total$5,602 $3,021 $8,623 $3,350 $(2,716)$545 $9,802 
Our allowance for credit losses at June 30, 2021 and December 31, 2020 reflects our estimate of expected credit losses for the life of the loan receivables on our consolidated statement of financial position.
40


The reasonable and supportable forecast period used in our estimate of credit losses at June 30, 2021 was 12 months, consistent with the forecast period utilized since adoption of CECL. Beyond the reasonable and supportable forecast period, we revert to historical mean information at the loan receivables segment level over a 6-month period, gradually increasing the weight of historical losses by an equal amount each month during the reversion period, and utilize historical loss information thereafter for the remaining life of the portfolio. The reversion period and methodology remain unchanged since the adoption of CECL.
Losses on loan receivables are estimated and recognized upon origination of the loan, based on expected credit losses for the life of the loan balance at June 30, 2021. Expected credit loss estimates are developed using both quantitative models and qualitative adjustments, and incorporates a macroeconomic forecast, as described within the 2020 Form 10-K. The current and forecasted economic conditions at the balance sheet date including the impact of the COVID-19 pandemic influenced our current estimate of expected credit losses. These conditions have improved as compared to December 31, 2020. We also continue to experience improvements in customer payment behavior, which include the effects of recent governmental stimulus actions, that has contributed to a reduction in loan receivables balances and delinquent accounts. Accordingly, our allowance for credit losses decreased by $1.2 billion to $9.0 billion during the six months ended June 30, 2021. See Note 2. Basis of Presentation and Summary of Significant Accounting Policies to our 2020 annual consolidated financial statements in our 2020 Form 10-K, for additional information on our significant accounting policies related to our allowance for credit losses.
Delinquent and Non-accrual Loans
At June 30, 2021 ($ in millions)30-89 days delinquent90 or more days delinquentTotal past due90 or more days delinquent and accruingTotal non-accruing
Credit cards$834 $773 $1,607 $773 $— 
Consumer installment loans21 23 — 
Commercial credit products14 23 — 
Total delinquent loans$869 $784 $1,653 $782 $
Percentage of total loan receivables1.1 %1.0 %2.1 %1.0 %— %
At December 31, 2020 ($ in millions)30-89 days delinquent90 or more days delinquentTotal past due90 or more days delinquent and accruingTotal non-accruing
Credit cards$1,325 $1,128 $2,453 $1,128 $— 
Consumer installment loans26 31 — 
Commercial credit products20 10 30 10 — 
Total delinquent loans$1,371 $1,143 $2,514 $1,138 $
Percentage of total loan receivables1.7 %1.4 %3.1 %1.4 %— %
Troubled Debt Restructurings
We use certain loan modification programs for borrowers experiencing financial difficulties. These loan modification programs include interest rate reductions and payment deferrals in excess of three months, which were not part of the terms of the original contract. Our TDR loans do not include loans that are classified as loan receivables held for sale or short-term modifications made on a good faith basis in response to COVID-19.
41


We have both internal and external loan modification programs. We use long-term modification programs for borrowers experiencing financial difficulty as a loss mitigation strategy to improve long-term collectability of the loans that are classified as TDRs. The long-term program involves changing the structure of the loan to a fixed payment loan with a maturity no longer than 60 months and reducing the interest rate on the loan. The long-term program does not normally provide for the forgiveness of unpaid principal but may allow for the reversal of certain unpaid interest or fee assessments. We also make loan modifications for customers who request financial assistance through external sources, such as consumer credit counseling agency programs. These loans typically receive a reduced interest rate but continue to be subject to the original minimum payment terms and do not normally include waiver of unpaid principal, interest or fees. The following table provides information on our TDR loan modifications during the periods presented:
Three months ended June 30,Six months ended June 30,
($ in millions)2021202020212020
Credit cards$154 $127 $415 $352 
Consumer installment loans— — — — 
Commercial credit products— — 
Total$154 $127 $416 $353 
Our allowance for credit losses on TDRs is generally measured based on the difference between the recorded loan receivable and the present value of the expected future cash flows, discounted at the original effective interest rate of the loan. Interest income from loans accounted for as TDRs is accounted for in the same manner as other accruing loans.
The following table provides information about loans classified as TDRs and specific reserves. We do not evaluate credit card loans on an individual basis but instead estimate an allowance for credit losses on a collective basis.
At June 30, 2021 ($ in millions)Total recorded
investment
Related allowanceNet recorded investmentUnpaid principal balance
Credit cards$1,230 $(556)$674 $1,082 
Consumer installment loans— — — — 
Commercial credit products(2)
Total$1,234 $(558)$676 $1,086 
At December 31, 2020 ($ in millions)Total recorded
investment
Related allowanceNet recorded investmentUnpaid principal balance
Credit cards$1,238 $(561)$677 $1,084 
Consumer installment loans— — — — 
Commercial credit products(2)
Total$1,242 $(563)$679 $1,088 
42


Financial Effects of TDRs
As part of our loan modifications for borrowers experiencing financial difficulty, we may provide multiple concessions to minimize our economic loss and improve long-term loan performance and collectability. The following table presents the types and financial effects of loans modified and accounted for as TDRs during the periods presented:
Three months ended June 30,20212020
($ in millions)Interest income recognized during period when loans were impairedInterest income that would have been recorded with original termsAverage recorded investmentInterest income recognized during period when loans were impairedInterest income that would have been recorded with original termsAverage recorded investment
Credit cards$$77 $1,270 $$67 $1,133 
Consumer installment loans— — — — — — 
Commercial credit products— — — — 
Total$$77 $1,274 $$67 $1,136 
Six months ended June 30,20212020
($ in millions)Interest income recognized during period when loans were impairedInterest income that would have been recorded with original termsAverage recorded investmentInterest income recognized during period when loans were impairedInterest income that would have been recorded with original termsAverage recorded investment
Credit cards$19 $156 $1,259 $21 $139 $1,137 
Consumer installment loans— — — — — — 
Commercial credit products— — — — 
Total$19 $156 $1,263 $21 $139 $1,140 
Payment Defaults
The following table presents the type, number and amount of loans accounted for as TDRs that enrolled in a modification plan within the previous 12 months from the applicable balance sheet date and experienced a payment default and charged-off during the periods presented.
Three months ended June 30,20212020
($ in millions)Accounts defaultedLoans defaultedAccounts defaultedLoans defaulted
Credit cards21,440 $60 15,689 $40 
Consumer installment loans— — — — 
Commercial credit products44 — 54— 
Total21,484 $60 15,743 $40 
43


Six months ended June 30,20212020
($ in millions)Accounts defaultedLoans defaultedAccounts defaultedLoans defaulted
Credit cards35,366 $99 31,914 $80 
Consumer installment loans— — — — 
Commercial credit products76 — 76 — 
Total35,442 $99 31,990 $80 
Credit Quality Indicators
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 and predict behavior. The following table provides the most recent VantageScore scores available for our customers at June 30, 2021 and December 31, 2020, respectively, as a percentage of each class of loan receivable. For comparability purposes and to provide the best illustration of how the credit risk inherent in our loan portfolios has changed over time, the credit quality information at June 30, 2020 has also been presented to show applicable VantageScore score categories. The table below excludes 0.4%, 0.3% and 0.3% of our total loan receivables balance at each of June 30, 2021, December 31, 2020 and June 30, 2020, respectively, which represents those customer accounts for which a VantageScore score is not available.
June 30, 2021December 31, 2020June 30, 2020
651 or591 to590 or651 or591 to590 or651 or591 to590 or
higher650 lesshigher650 lesshigher650 less
Credit cards80 %16 %%77 %17 %%73 %20 %%
Consumer installment loans81 %16 %%78 %18 %%77 %18 %%
Commercial credit products 93 %%%92 %%%91 %%%
Unfunded Lending Commitments
We manage the potential risk in credit commitments by limiting the total amount of credit, both by individual customer and in total, by monitoring the size and maturity of our portfolios and by applying the same credit standards for all of our credit products. Unused credit card lines available to our customers totaled approximately $418 billion and $413 billion at June 30, 2021 and December 31, 2020, respectively. While these amounts represented the total available unused credit card lines, we have not experienced and do not anticipate that all of our customers will access their entire available line at any given point in time.
44


Interest Income by Product
The following table provides additional information about our interest and fees on loans, including merchant discounts, from our loan receivables, including held for sale:
Three months ended June 30,Six months ended June 30,
($ in millions)2021202020212020
Credit cards(a)
$3,484 $3,740 $7,141 $8,012 
Consumer installment loans59 37 112 72 
Commercial credit products23 30 44 63 
Other
Total$3,567 $3,808 $7,299 $8,148 
_______________________
(a)Interest income on credit cards that was reversed related to accrued interest receivables written off was $296 million and $418 million for the three months ended June 30, 2021 and 2020, respectively, and $601 million and $895 million for the six months ended June 30, 2021 and 2020, respectively.
NOTE 5.    VARIABLE INTEREST ENTITIES
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 VIE in the three and six months ended June 30, 2021 and 2020. 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.
45


The table below summarizes the assets and liabilities of our consolidated securitization VIEs described above:
($ in millions)June 30, 2021December 31, 2020
Assets  
Loan receivables, net(a)
$20,169  $22,683 
Other assets(b)
374  52 
Total$20,543  $22,735 
  
Liabilities 
Borrowings$6,987  $7,810 
Other liabilities17  23 
Total$7,004  $7,833 
_______________________
(a)    Includes $2.2 billion and $2.7 billion of related allowance for credit losses resulting in gross restricted loans of $22.4 billion and $25.4 billion at June 30, 2021 and December 31, 2020, respectively.
(b)    Includes $371 million and $48 million of segregated funds held by the VIEs at June 30, 2021 and December 31, 2020, respectively, which are classified as restricted cash and equivalents and included as a component of other assets in our Condensed Consolidated Statements of Financial Position.
The balances presented above are net of intercompany balances and transactions that are eliminated in our condensed 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 $0.9 billion and $1.2 billion for the three months ended June 30, 2021 and 2020, respectively. Related expenses consisted primarily of provision for credit losses of $(23) million and $480 million for the three months ended June 30, 2021 and 2020, respectively, and interest expense of $44 million and $59 million for the three months ended June 30, 2021 and 2020, respectively. These amounts do not include intercompany transactions, principally fees and interest, which are eliminated in our condensed consolidated financial statements.
Income (principally, interest and fees on loans) earned by our consolidated VIEs was $2.0 billion and $2.5 billion for the six months ended June 30, 2021 and 2020, respectively. Related expenses consisted primarily of provision for credit losses of $(80) million and $1.0 billion for the six months ended June 30, 2021 and 2020, respectively, and interest expense of $95 million and $132 million for the six months ended June 30, 2021 and 2020, respectively.
NOTE 6.    INTANGIBLE ASSETS
June 30, 2021December 31, 2020
($ in millions)Gross carrying amountAccumulated amortizationNetGross carrying amountAccumulated amortizationNet
Customer-related$1,791 $(1,150)$641 $1,734 $(1,081)$653 
Capitalized software and other1,120 (663)457 1,043 (571)472 
Total$2,911 $(1,813)$1,098 $2,777 $(1,652)$1,125 
During the six months ended June 30, 2021, we recorded additions to intangible assets subject to amortization of $142 million, primarily related to capitalized software expenditures, as well as customer-related intangible assets.
46


Customer-related intangible assets primarily relate to retail partner contract acquisitions and extensions, as well as purchased credit card relationships. During the six months ended June 30, 2021 and 2020, we recorded additions to customer-related intangible assets subject to amortization of $62 million and $18 million, respectively, primarily related to payments made to acquire and extend certain retail partner relationships. These additions had a weighted average amortizable life of 5 years and 7 years for the six months ended June 30, 2021 and 2020, respectively.
Amortization expense related to retail partner contracts was $32 million and $33 million for the three months ended June 30, 2021 and 2020, respectively, and $64 million and $65 million for the six months ended June 30, 2021 and 2020, respectively, and is included as a component of marketing and business development expense in our Condensed Consolidated Statements of Earnings. All other amortization expense was $51 million and $49 million for the three months ended June 30, 2021 and 2020, respectively, and $101 million and $99 million for the six months ended June 30, 2021 and 2020, respectively, and is included as a component of other expense in our Condensed Consolidated Statements of Earnings.
NOTE 7.    DEPOSITS
June 30, 2021December 31, 2020
($ in millions)Amount
Average rate(a)
Amount
Average rate(a)
Interest-bearing deposits$59,500 1.0 %$62,469 1.7 %
Non-interest-bearing deposits341 — 313 — 
Total deposits$59,841 $62,782 
____________________
(a)Based on interest expense for the six months ended June 30, 2021 and the year ended December 31, 2020 and average deposits balances.
At June 30, 2021 and December 31, 2020, interest-bearing deposits included $5.2 billion and $6.5 billion, respectively, of certificates of deposit that exceeded applicable FDIC insurance limits, which are generally $250,000 per depositor.
At June 30, 2021, our interest-bearing time deposits maturing for the remainder of 2021 and over the next four years and thereafter were as follows:
($ in millions)20212022202320242025Thereafter
Deposits$8,131 $12,185 $2,248 $2,377 $662 $302 
The above maturity table excludes $28.4 billion of demand deposits with no defined maturity, of which $26.9 billion are savings accounts. In addition, at June 30, 2021, we had $5.2 billion of broker network deposit sweeps procured through a program arranger who channels brokerage account deposits to us that are also excluded from the above maturity table. Unless extended, the contracts associated with these broker network deposit sweeps will terminate between 2023 and 2027.
47


NOTE 8.    BORROWINGS
June 30, 2021December 31, 2020
($ in millions)Maturity dateInterest RateWeighted average interest rate
Outstanding Amount(a)
Outstanding Amount(a)
Borrowings of consolidated securitization entities:
Fixed securitized borrowings2021 - 2023
2.34% - 3.87%
2.96 %$4,187 $5,510 
Floating securitized borrowings2021 - 2023
0.71% - 0.98%
0.80 %2,800 2,300 
Total borrowings of consolidated securitization entities2.10 %6,987 7,810 
Senior unsecured notes:
Synchrony Financial senior unsecured notes:
Fixed senior unsecured notes2022 - 2029
2.80% - 5.15%
4.13 %5,722 6,468 
Synchrony Bank senior unsecured notes:
Fixed senior unsecured notes2022
3.00%
3.00 %748 1,497 
Total senior unsecured notes4.00 %6,470 7,965 
Total borrowings$13,457 $15,775 
___________________
(a)The amounts presented above for outstanding borrowings include unamortized debt premiums, discounts and issuance costs.
Debt Maturities
The following table summarizes the maturities of the principal amount of our borrowings of consolidated securitization entities and senior unsecured notes for the remainder of 2021 and over the next four years and thereafter:
($ in millions)20212022202320242025Thereafter
Borrowings$1,600 $4,733 $2,157 $1,850 $1,000 $2,150 
Credit Facilities
As additional sources of liquidity, we have undrawn committed capacity under certain credit facilities, primarily related to our securitization programs.
At June 30, 2021, we had an aggregate of $4.4 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.
48


NOTE 9.    FAIR VALUE MEASUREMENTS
For a description of how we estimate fair value, see Note 2. Basis of Presentation and Summary of Significant Accounting Policies in our 2020 annual consolidated financial statements in our 2020 Form 10-K.
The following tables present our assets and liabilities measured at fair value on a recurring basis.
Recurring Fair Value Measurements
At June 30, 2021 ($ in millions)Level 1Level 2Level 3
Total(a)
Assets
Debt securities
U.S. government and federal agency $— $2,531 $— $2,531 
State and municipal— — 35 35 
Residential mortgage-backed— 714 — 714 
Asset-backed— 2,439 — 2,439 
Other— — 
Other assets(b)
16 — 25 
Total $16 $5,684 $53 $5,753 
At December 31, 2020 ($ in millions)
Assets
Debt securities
U.S. government and federal agency $— $3,927 $— $3,927 
State and municipal— — 39 39 
Residential mortgage-backed— 842 — 842 
Asset-backed— 2,661 — 2,661 
Other assets(b)
16 — 14 30 
Total $16 $7,430 $53 $7,499 
Liabilities
Contingent consideration— — 11 11 
Total$— $— $11 $11 
_______________________
(a)    For the six months ended June 30, 2021 and 2020, there were no fair value measurements transferred between levels.
(b)    Other assets primarily relate to equity investments measured at fair value.
Level 3 Fair Value Measurements
Our Level 3 recurring fair value measurements primarily relate to state and municipal debt instruments, which are valued using non-binding broker quotes or other third-party sources. See Note 2. Basis of Presentation and Summary of Significant Accounting Policies and Note 9. Fair Value Measurements in our 2020 annual consolidated financial statements in our 2020 Form 10-K for a description of our process to evaluate third-party pricing servicers and a description of our contingent consideration arrangements, respectively. Our state and municipal debt securities are classified as available-for-sale with changes in fair value included in accumulated other comprehensive income.
The changes in our Level 3 assets and liabilities that are measured on a recurring basis for the three and six months ended June 30, 2021 and 2020 were not material.
49


Financial Assets and Financial Liabilities Carried at Other Than Fair Value
CarryingCorresponding fair value amount
At June 30, 2021 ($ in millions)valueTotalLevel 1Level 2Level 3
Financial Assets
Financial assets for which carrying values equal or approximate fair value:
Cash and equivalents(a)
$11,117 $11,117 $11,117 $— $— 
Other assets(a)(b)
$425 $425 $425 $— $— 
Financial assets carried at other than fair value:
Loan receivables, net(c)
$69,351 $82,082 $— $— $82,082 
Loan receivables held for sale(c)
$— $— $— $— $— 
Financial Liabilities
Financial liabilities carried at other than fair value:
Deposits$59,841 $60,266 $— $60,266 $— 
Borrowings of consolidated securitization entities$6,987 $7,095 $— $4,295 $2,800 
Senior unsecured notes$6,470 $7,105 $— $7,105 $— 
CarryingCorresponding fair value amount
At December 31, 2020 ($ in millions)valueTotalLevel 1Level 2Level 3
Financial Assets
Financial assets for which carrying values equal or approximate fair value:
Cash and equivalents(a)
$11,524 $11,524 $11,524 $— $— 
Other assets(a)(b)
$81 $81 $81 $— $— 
Financial assets carried at other than fair value:
Loan receivables, net(c)
$71,602 $85,234 $— $— $85,234 
Loan receivables held for sale(c)
$$$— $— $
Financial Liabilities
Financial liabilities carried at other than fair value:
Deposits$62,782 $63,382 $— $63,382 $— 
Borrowings of consolidated securitization entities$7,810 $7,977 $— $5,680 $2,297 
Senior unsecured notes$7,965 $8,704 $— $8,704 $— 
_______________________
(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. Cash equivalents classified as Level 2 represent U.S. Government and Federal Agency debt securities with original maturities of three months or less or acquired within three months or less of their maturity.
(b)    This balance relates to restricted cash and equivalents, which is included in other assets.
(c)    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.
50


NOTE 10.    REGULATORY AND CAPITAL ADEQUACY
As a savings and loan holding company and a financial holding company, we are subject to regulation, supervision and examination by the Federal Reserve Board and subject to the capital requirements as prescribed by Basel III capital rules and the requirements of the Dodd-Frank Wall Street Reform and Consumer Protection Act. The Bank is a federally chartered savings association. As such, the Bank is subject to regulation, supervision and examination by the Office of the Comptroller of the Currency of the U.S. Treasury (the “OCC”), which is its primary regulator, and by the Consumer Financial Protection Bureau (“CFPB”). In addition, the Bank, as an insured depository institution, is supervised by the FDIC.
Failure to meet minimum capital requirements can initiate certain mandatory and, possibly, additional discretionary actions by regulators that, if undertaken, could limit our business activities and have a material adverse effect on our consolidated financial statements. Under capital adequacy guidelines, we must meet specific capital guidelines that involve quantitative measures of our assets, liabilities and certain off-balance-sheet items as calculated under regulatory accounting practices. The capital amounts and classifications are also subject to qualitative judgments by the regulators about components, risk weightings and other factors.
Quantitative measures established by regulation to ensure capital adequacy require us and the Bank to maintain minimum amounts and ratios (set forth in the tables below) of Total, Tier 1 and common equity Tier 1 capital (as defined in the regulations) to risk-weighted assets (as defined), and of Tier 1 capital to average assets (as defined).
For Synchrony Financial to be a well-capitalized savings and loan holding company, the Bank must be well-capitalized and Synchrony Financial must not be subject to any written agreement, order, capital directive, or prompt corrective action directive issued by the Federal Reserve Board to meet and maintain a specific capital level for any capital measure.
In March 2020 the joint federal bank regulatory agencies issued an interim final rule that allows banking organizations that implemented CECL in 2020 to mitigate the effects of the CECL accounting standard in their regulatory capital for two years. The Company has elected to adopt the option provided by the interim final rule, which will largely delay the effects of CECL on its regulatory capital through the end of 2021, after which the effects will be phased-in over a three-year period from January 1, 2022 through December 31, 2024, collectively the “CECL regulatory capital transition adjustment”. See Note 10. Regulatory and Capital Adequacy to our 2020 annual consolidated financial statements in our 2020 Form 10-K, for additional information.
At June 30, 2021 and December 31, 2020, Synchrony Financial met all applicable requirements to be deemed well-capitalized pursuant to Federal Reserve Board regulations. At June 30, 2021 and December 31, 2020, the Bank also met all applicable requirements to be deemed well-capitalized pursuant to OCC regulations and for purposes of the Federal Deposit Insurance Act. There are no conditions or events subsequent to June 30, 2021 that management believes have changed the Company's or the Bank’s capital category.
51


The actual capital amounts, ratios and the applicable required minimums of the Company and the Bank are as follows:
Synchrony Financial
At June 30, 2021 ($ in millions)ActualMinimum for capital
adequacy purposes
Amount
Ratio(a)
Amount
Ratio(b)
Total risk-based capital$15,710 20.1 %$6,262 8.0 %
Tier 1 risk-based capital$14,671 18.7 %$4,697 6.0 %
Tier 1 leverage$14,671 15.6 %$3,752 4.0 %
Common equity Tier 1 Capital$13,937 17.8 %$3,523 4.5 %
At December 31, 2020 ($ in millions)ActualMinimum for capital
adequacy purposes
Amount
Ratio(a)
Amount
Ratio(b)
Total risk-based capital$14,604 18.1 %$6,445 8.0 %
Tier 1 risk-based capital$13,525 16.8 %$4,834 6.0 %
Tier 1 leverage$13,525 14.0 %$3,869 4.0 %
Common equity Tier 1 Capital$12,791 15.9 %$3,625 4.5 %
Synchrony Bank
At June 30, 2021 ($ in millions)ActualMinimum for capital
adequacy purposes
Minimum to be well-capitalized under prompt corrective action provisions
Amount
Ratio(a)
Amount
Ratio(b)
AmountRatio
Total risk-based capital$14,460 20.6 %$5,624 8.0 %$7,031 10.0 %
Tier 1 risk-based capital$13,526 19.2 %$4,218 6.0 %$5,624 8.0 %
Tier 1 leverage$13,526 16.0 %$3,381 4.0 %$4,227 5.0 %
Common equity Tier I capital$13,526 19.2 %$3,164 4.5 %$4,570 6.5 %
At December 31, 2020 ($ in millions)ActualMinimum for capital
adequacy purposes
Minimum to be well-capitalized under prompt corrective action provisions
Amount
Ratio(a)
Amount
Ratio(b)
AmountRatio
Total risk-based capital$12,784 17.8 %$5,747 8.0 %$7,184 10.0 %
Tier 1 risk-based capital$11,821 16.5 %$4,310 6.0 %$5,747 8.0 %
Tier 1 leverage$11,821 13.6 %$3,484 4.0 %$4,356 5.0 %
Common equity Tier I capital$11,821 16.5 %$3,233 4.5 %$4,669 6.5 %
_______________________
(a)Capital ratios are calculated based on the Basel III Standardized Approach rules. Capital amounts and ratios at June 30, 2021 and at December 31, 2020 in the above tables reflect the application of the CECL regulatory capital transition adjustment.
(b)At June 30, 2021 and at December 31, 2020, Synchrony Financial and the Bank also must maintain a capital conservation buffer of common equity Tier 1 capital in excess of minimum risk-based capital ratios by at least 2.5 percentage points to avoid limits on capital distributions and certain discretionary bonus payments to executive officers and similar employees.
The Bank may pay dividends on its stock, with consent or non-objection from the OCC and the Federal Reserve Board, among other things, if its regulatory capital would not thereby be reduced below the applicable regulatory capital requirements.
52


NOTE 11.    EARNINGS PER SHARE
Basic earnings per share is computed by dividing earnings available to common stockholders by the weighted average number of common shares outstanding for the period. Diluted earnings per common share reflects the assumed conversion of all dilutive securities.
The following table presents the calculation of basic and diluted earnings per common share:
Three months ended June 30,Six months ended June 30,
(in millions, except per share data)2021202020212020
Net earnings$1,242 $48 $2,267 $334 
Preferred stock dividends(10)(11)$(21)$(22)
Net earnings available to common stockholders$1,232 $37 $2,246 $312 
Weighted average common shares outstanding, basic577.2 583.7 580.2 $594.3 
Effect of dilutive securities4.5 0.7 4.4 $1.6 
Weighted average common shares outstanding, dilutive581.7 584.4 $584.6 $595.9 
Earnings per basic common share$2.13 $0.06 $3.87 $0.52 
Earnings per diluted common share$2.12 $0.06 $3.84 $0.52 
We have issued certain stock-based awards under the Synchrony Financial 2014 Long-Term Incentive Plan. A total of 1 million shares and 11 million shares for the three months ended June 30, 2021 and 2020, respectively, and 1 million and 8 million shares for the six months ended June 30, 2021 and 2020, respectively, related to these awards, were considered anti-dilutive and therefore were excluded from the computation of diluted earnings per common share.
NOTE 12.    INCOME TAXES
Unrecognized Tax Benefits
($ in millions)June 30, 2021December 31, 2020
Unrecognized tax benefits, excluding related interest expense and penalties(a)
$247  $268 
Portion that, if recognized, would reduce tax expense and effective tax rate(b)
$168 $183 
____________________
(a)Interest and penalties related to unrecognized tax benefits were not material for all periods presented.
(b)Comprised of federal unrecognized tax benefits and state and local unrecognized tax benefits net of the effects of associated U.S. federal income taxes. Excludes amounts attributable to any related valuation allowances resulting from associated increases in deferred tax assets.
We establish a liability that represents the difference between a tax position taken (or expected to be taken) on an income tax return and the amount of taxes recognized in our financial statements. The liability associated with the unrecognized tax benefits is adjusted periodically when new information becomes available. The amount of unrecognized tax benefits that is reasonably possible to be resolved in the next twelve months is expected to be $70 million, of which $28 million, if recognized, would reduce the Company's tax expense and effective tax rate.
In the current year, the Company executed a Memorandum of Understanding with the IRS to participate voluntarily in the IRS Compliance Assurance Process (“CAP”) program for the 2021 tax year, and thus the tax year is under IRS review. The IRS is also examining our 2019 and 2020 tax years, which are our only open years subject to IRS examination. It is reasonably possible that the IRS will complete the examinations of the 2019 and 2020 tax years in the next 12 months. 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.
53


NOTE 13.    LEGAL PROCEEDINGS AND REGULATORY MATTERS
In the normal course of business, from time to time, we have been named as a defendant in various legal proceedings, including arbitrations, class actions and other litigation, arising in connection with our business activities. Certain of the legal actions include claims for substantial compensatory and/or punitive damages, or claims for indeterminate amounts of damages. We are also involved, from time to time, in reviews, investigations and proceedings (both formal and informal) by governmental agencies regarding our business (collectively, “regulatory matters”), which could subject us to significant fines, penalties, obligations to change our business practices or other requirements resulting in increased expenses, diminished income and damage to our reputation. We contest liability and/or the amount of damages as appropriate in each pending matter. In accordance with applicable accounting guidance, we establish an accrued liability for legal and regulatory matters when those matters present loss contingencies which are both probable and reasonably estimable.
Legal proceedings and regulatory matters are subject to many uncertain factors that generally cannot be predicted with assurance, and we may be exposed to losses in excess of any amounts accrued.
For some matters, we are able to determine that an estimated loss, while not probable, is reasonably possible. For other matters, including those that have not yet progressed through discovery and/or where important factual information and legal issues are unresolved, we are unable to make such an estimate. We currently estimate that the reasonably possible losses for legal proceedings and regulatory matters, whether in excess of a related accrued liability or where there is no accrued liability, and for which we are able to estimate a possible loss, are immaterial. This represents management’s estimate of possible loss with respect to these matters and is based on currently available information. This estimate of possible loss does not represent our maximum loss exposure. The legal proceedings and regulatory matters underlying the estimate will change from time to time and actual results may vary significantly from current estimates.
Our estimate of reasonably possible losses involves significant judgment, given the varying stages of the proceedings, the existence of numerous yet to be resolved issues, the breadth of the claims (often spanning multiple years), unspecified damages and/or the novelty of the legal issues presented. Based on our current knowledge, we do not believe that we are a party to any pending legal proceeding or regulatory matters that would have a material adverse effect on our condensed 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.
54


On November 2, 2018, a putative class action lawsuit, Retail Wholesale Department Store Union Local 338 Retirement Fund v. Synchrony Financial, et al., was filed in the U.S. District Court for the District of Connecticut, naming as defendants the Company and two of its officers. The lawsuit asserts violations of the Exchange Act for allegedly making materially misleading statements and/or omitting material information concerning the Company’s underwriting practices and private-label card business, and was filed on behalf of a putative class of persons who purchased or otherwise acquired the Company’s common stock between October 21, 2016 and November 1, 2018. The complaint seeks an award of unspecified compensatory damages, costs and expenses. On February 5, 2019, the court appointed Stichting Depositary APG Developed Markets Equity Pool as lead plaintiff for the putative class. On April 5, 2019, an amended complaint was filed, asserting a new claim for violations of the Securities Act in connection with statements in the offering materials for the Company’s December 1, 2017 note offering. The Securities Act claims are filed on behalf of persons who purchased or otherwise acquired Company bonds in or traceable to the December 1, 2017 note offering between December 1, 2017 and November 1, 2018. The amended complaint names as additional defendants two additional Company officers, the Company’s board of directors, and the underwriters of the December 1, 2017 note offering. The amended complaint is captioned Stichting Depositary APG Developed Markets Equity Pool and Stichting Depositary APG Fixed Income Credit Pool v. Synchrony Financial et al. On March 26, 2020, the District Court recaptioned the case In re Synchrony Financial Securities Litigation and on March 31, 2020, the District Court granted the defendants’ motion to dismiss the complaint with prejudice. On April 20, 2020, plaintiffs filed a notice to appeal the decision to the United States Court of Appeals for the Second Circuit. On February 16, 2021, the Court of Appeals affirmed the District Court’s dismissal of the Securities Act claims and all of the claims under the Exchange Act with the exception of a claim relating to a single statement on January 19, 2018 regarding whether Synchrony was receiving pushback on credit from its retail partners.
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 Depositar 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 April 30, 2014 Belton et al. v. GE Capital Consumer Lending, a putative class action adversary proceeding was filed in the U.S. Bankruptcy Court for the Southern District of New York. Plaintiff alleges that the Bank violates the discharge injunction under Section 524(a)(2) of the Bankruptcy Code by attempting to collect discharged debts and by failing to update and correct credit information to credit reporting agencies to show that such debts are no longer due and owing because they have been discharged in bankruptcy. Plaintiff seeks declaratory judgment, injunctive relief and an unspecified amount of damages. On December 15, 2014, the Bankruptcy Court entered an order staying the adversary proceeding pending an appeal to the District Court of the Bankruptcy Court’s order denying the Bank’s motion to compel arbitration. On October 14, 2015, the District Court reversed the Bankruptcy Court and on November 4, 2015, the Bankruptcy Court granted the Bank’s motion to compel arbitration. On March 4, 2019, on plaintiff’s motion for reconsideration, the District Court vacated its decision reversing the Bankruptcy Court and affirmed the Bankruptcy Court’s decision denying the Bank’s motion to compel arbitration. On June 16, 2020, the Court of Appeals for the Second Circuit denied the Bank’s appeal of the District Court’s decision.
55


ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT 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. We are exposed to market risk primarily from changes in interest rates.
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.
The following table presents the approximate net interest income impacts forecasted over the next twelve months from an immediate and parallel change in interest rates affecting all interest rate sensitive assets and liabilities at June 30, 2021.
Basis Point ChangeAt June 30, 2021
($ in millions)
-100 basis points$(80)
+100 basis points$47 
For a more detailed discussion of our exposure to market risk, refer to “Management's Discussion and Analysis—Quantitative and Qualitative Disclosures about Market Risk” in our 2020 Form 10-K.
ITEM 4. CONTROLS AND PROCEDURES
Under the direction of our Chief Executive Officer and Chief Financial Officer, we evaluated the effectiveness of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act), and based on such evaluation, our Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures were effective as of June 30, 2021.

No change in internal control over financial reporting occurred during the fiscal quarter ended June 30, 2021 that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.
56


PART II. OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
For a description of legal proceedings, see Note 13. Legal Proceedings and Regulatory Matters to our condensed consolidated financial statements in Part 1, Item 1 of this Quarterly Report on Form 10-Q.
ITEM 1A. RISK FACTORS
There have been no material changes to the risk factors included in our 2020 Form 10-K under the heading “Risk Factors Relating to Our Business” and “Risk Factors Relating to Regulation”.
ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
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 June 30, 2021.
($ 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)
April 1 - 30, 2021
1,863,694 $43.16 1,700,000 $2,826.4 
May 1 - 31, 2021
6,999,652 45.64 6,998,564 2,507.0 
June 1 - 30, 2021
556 48.15 — 2,507.0 
Total 8,863,902 $45.12 8,698,564 $2,507.0 
_______________________
(a)Includes 163,694 shares, 1,088 shares and 556 shares withheld in April, May and June, 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 January 2021, the Board of Directors approved a share repurchase program of up to $1.6 billion through December 31, 2021 (the “January 2021 Share Repurchase Program”). In May 2021 the Board of Directors approved a new share repurchase program of up to $2.9 billion for the period which commenced April 1, 2021 through June 30, 2022. This share repurchase program supersedes the program previously announced in January 2021.
ITEM 3. DEFAULTS UPON SENIOR SECURITIES
None.

ITEM 4. MINE SAFETY DISCLOSURES
Not applicable.

57


ITEM 5. OTHER INFORMATION
None.

58


ITEM 6. EXHIBITS
EXHIBIT INDEX

Exhibit NumberDescription
101.INSXBRL 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.SCHXBRL Taxonomy Extension Schema Document
101.CALXBRL Taxonomy Extension Calculation Linkbase Document
101.DEFXBRL Taxonomy Extension Definition Linkbase Document
101.LABXBRL Taxonomy Extension Label Linkbase Document
101.PREXBRL Taxonomy Extension Presentation Linkbase Document
104The cover page from the Company's Quarterly Report on Form 10-Q for the quarter ended June 30, 2021, formatted in Inline XBRL (included as Exhibit 101)
______________________ 
*Filed electronically herewith.


59


Signatures

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

Synchrony Financial
(Registrant)

July 22, 2021/s/ Brian J. Wenzel Sr.
Date Brian J. Wenzel Sr.
Executive Vice President and Chief Financial Officer
(Duly Authorized Officer and Principal Financial Officer)

60