Public companies are required to disclose risks that can affect the business and impact the stock. These disclosures are known as “Risk Factors”. Companies disclose these risks in their yearly (Form 10-K), quarterly earnings (Form 10-Q), or “foreign private issuer” reports (Form 20-F). Risk factors show the challenges a company faces. Investors can consider the worst-case scenarios before making an investment. TipRanks’ Risk Analysis categorizes risks based on proprietary classification algorithms and machine learning.
Synchrony Financial disclosed 33 risk factors in its most recent earnings report. Synchrony Financial reported the most risks in the “Finance & Corporate” category.
Risk Overview Q3, 2024
Risk Distribution
67% Finance & Corporate
30% Legal & Regulatory
3% Production
0% Tech & Innovation
0% Ability to Sell
0% Macro & Political
Finance & Corporate - Financial and accounting risks. Risks related to the execution of corporate activity and strategy
This chart displays the stock's most recent risk distribution according to category. TipRanks has identified 6 major categories: Finance & corporate, legal & regulatory, macro & political, production, tech & innovation, and ability to sell.
Risk Change Over Time
2020
Q4
S&P500 Average
Sector Average
Risks removed
Risks added
Risks changed
Synchrony Financial Risk Factors
New Risk (0)
Risk Changed (0)
Risk Removed (0)
No changes from previous report
The chart shows the number of risks a company has disclosed. You can compare this to the sector average or S&P 500 average.
The quarters shown in the chart are according to the calendar year (January to December). Businesses set their own financial calendar, known as a fiscal year. For example, Walmart ends their financial year at the end of January to accommodate the holiday season.
Risk Highlights Q3, 2024
Main Risk Category
Finance & Corporate
With 22 Risks
Finance & Corporate
With 22 Risks
Number of Disclosed Risks
33
No changes from last report
S&P 500 Average: 31
33
No changes from last report
S&P 500 Average: 31
Recent Changes
0Risks added
0Risks removed
0Risks changed
Since Sep 2024
0Risks added
0Risks removed
0Risks changed
Since Sep 2024
Number of Risk Changed
0
No changes from last report
S&P 500 Average: 3
0
No changes from last report
S&P 500 Average: 3
See the risk highlights of Synchrony Financial in the last period.
Risk Word Cloud
The most common phrases about risk factors from the most recent report. Larger texts indicate more widely used phrases.
Risk Factors Full Breakdown - Total Risks 33
Finance & Corporate
Total Risks: 22/33 (67%)Above Sector Average
Share Price & Shareholder Rights8 | 24.2%
Share Price & Shareholder Rights - Risk 1
Report of Independent Registered Public Accounting Firm
To the Stockholders and Board of Directors
Synchrony Financial:
Opinion on Internal Control Over Financial Reporting
We have audited Synchrony Financial and subsidiaries' (the Company) internal control over financial reporting as of December 31, 2023, based on criteria established in Internal Control - Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission. In our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, 2023, based on criteria established in Internal Control - Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission.
We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Consolidated Statements of Financial Position of the Company as of December 31, 2023 and 2022, the related Consolidated Statements of Earnings, Comprehensive Income, Changes in Equity, and Cash Flows for each of the years in the three-year period ended December 31, 2023, and the related notes (collectively, the consolidated financial statements), and our report dated February 8, 2024 expressed an unqualified opinion on those consolidated financial statements.
Basis for Opinion
The Company's management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying Report on Management's Assessment of Internal Control over Financial Reporting. Our responsibility is to express an opinion on the Company's internal control over financial reporting based on our audit. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects. Our audit of internal control over financial reporting included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. Our audit also included performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion.
Definition and Limitations of Internal Control Over Financial Reporting
A company's internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company's internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company's assets that could have a material effect on the financial statements.
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
/s/ KPMG LLP
New York, New York
February 8, 2024
Share Price & Shareholder Rights - Risk 2
Consolidated Statements of Changes in Equity
____________________________________________________________________________________________Preferred StockCommon Stock($ in millions, shares in thousands)Shares IssuedAmountShares IssuedAmountAdditional Paid-in CapitalRetained EarningsAccumulated Other Comprehensive Income (Loss)Treasury StockTotal EquityBalance at January 1, 2021750 $734 833,985 $1 $9,570 $10,621 $(51)$(8,174)$12,701 Net earnings- - - - - 4,221 - - 4,221 Other comprehensive income- - - - - - (18)- (18)Purchases of treasury stock- - - - - - - (2,876)(2,876)Stock-based compensation- - - - 99 (55)- 125 169 Dividends - preferred stock ($56.24 per share)- - - - - (42)- - (42)Dividends - common stock ($0.88 per share)- - - - - (500)- - (500)Balance at December 31, 2021750 $734 833,985 $1 $9,669 $14,245 $(69)$(10,925)$13,655 Net earnings- - - - - 3,016 - - 3,016 Other comprehensive income- - - - - - (56)- (56)Purchases of treasury stock- - - - - - - (3,320)(3,320)Stock-based compensation- - - - 49 (69)- 74 54 Dividends - preferred stock ($56.24 per share)- - - - - (42)- - (42)Dividends - common stock ($0.90 per share)- - - - - (434)- - (434)Balance at December 31, 2022750 $734 833,985 $1 $9,718 $16,716 $(125)$(14,171)$12,873 Cumulative effect of change in accounting principle222 $222 Adjusted balance, beginning of period750 $734 833,985 $1 $9,718 $16,938 $(125)$(14,171)$13,095 Net earnings- - - - - 2,238 - - 2,238 Other comprehensive income- - - - - - 57 - 57 Purchases of treasury stock- - - - - - - (1,112)(1,112)Stock-based compensation- - - - 57 (66)- 82 73 Dividends - preferred stock ($56.24 per share)- - - - - (42)- - (42)Dividends - common stock ($0.96 per share)- - - - - (406)- - (406)Balance at December 31, 2023750 $734 833,985 $1 $9,775 $18,662 $(68)$(15,201)$13,903
Share Price & Shareholder Rights - Risk 3
Note 1. Business description
Synchrony Financial (the "Company") provides a range of credit products through financing programs it has established with a diverse group of national and regional retailers, local merchants, manufacturers, buying groups, industry associations and healthcare service providers. We primarily offer private label, Dual Card, co-brand and general purpose credit cards, as well as short- and long-term installment loans, and savings products insured by the Federal Deposit Insurance Corporation ("FDIC") through Synchrony Bank (the "Bank").References to the "Company," "we," "us" and "our" are to Synchrony Financial and its consolidated subsidiaries unless the context otherwise requires.
Share Price & Shareholder Rights - Risk 4
Note 8. Deposits
Deposits20232022At December 31 ($ in millions)AmountAverage rate(a)AmountAverage rate(a)Interest-bearing deposits$80,789 3.9 %$71,336 1.5 %Non-interest-bearing deposits364 - 399 - Total deposits$81,153 $71,735 ___________________(a)Based on interest expense for the years ended December 31, 2023 and 2022 and average deposits balances. At December 31, 2023 and 2022, interest-bearing deposits included $10.0 billion and $7.2 billion, respectively, of certificates of deposit that exceeded applicable FDIC insurance limits, which are generally $250,000 per depositor for each account ownership category. These amounts include partially insured certificates of deposit.
At December 31, 2023, our interest-bearing time deposits maturing over the next five years and thereafter were as follows: ($ in millions)20242025202620272028ThereafterDeposits$33,343 $9,483 $1,645 $2,649 $1,430 $119
The above maturity table excludes $28.1 billion of demand deposits with no defined maturity, of which $26.2 billion are savings accounts. In addition, at December 31, 2023, we had $4.0 billion of broker network deposit sweeps procured through a program arranger who channels brokerage account deposits to us that are also excluded from the above maturity table. Unless extended, the contracts associated with these broker network deposit sweeps will terminate between 2025 and 2026.
Share Price & Shareholder Rights - Risk 5
Note 9. Borrowings
20232022At December 31 ($ in millions)Maturity dateInterest RateWeighted average interest rateOutstanding Amount(a)(b)Outstanding Amount(a)(b)Borrowings of consolidated securitization entities:Fixed securitized borrowings2025 - 20263.37% - 5.74%4.62 %$3,417 $2,377 Floating securitized borrowings2024 - 20266.10% - 6.38%6.22 %3,850 3,850 Total borrowings of consolidated securitization entities5.47 %7,267 6,227 Senior unsecured notes:Synchrony Financial senior unsecured notes:Fixed senior unsecured notes2024 - 20312.87% - 5.15%4.22 %6,480 6,473 Synchrony Bank senior unsecured notes:Fixed senior unsecured notes2025 - 20275.40% - 5.63%5.49 %1,494 1,491 Total senior unsecured notes4.45 %7,974 7,964 Subordinated unsecured notes:Synchrony Financial subordinated unsecured notes:Fixed subordinated unsecured notes20337.25%7.25 %741 - Total senior and subordinated unsecured notes4.69 %8,715 7,964 Total borrowings$15,982 $14,191 ___________________(a)Includes unamortized debt premiums, discounts and issuance costs.(b)The Company may redeem certain borrowings prior to their original contractual maturity dates in accordance with the optional redemption provision specified in the respective instruments.Debt MaturitiesThe following table summarizes the maturities of the principal amount of our borrowings of consolidated securitization entities and senior and subordinated unsecured notes over the next five years and thereafter: ($ in millions)20242025202620272028ThereafterBorrowings$4,225 $5,300 $2,750 $1,600 $- $2,150
Third-Party Debt2023 Issuances ($ in millions):Issuance DatePrincipal AmountMaturityInterest RateFixed rate subordinated unsecured notes:Synchrony FinancialFebruary 2023$750 February 20337.250%Additional Sources of LiquidityWe have undrawn committed capacity under certain credit facilities, primarily related to our securitization programs and also have access to the Federal Reserve discount window.At December 31, 2023 and 2022, we had an aggregate of $2.5 billion of undrawn committed capacity under our securitization financings, subject to customary borrowing conditions, from private lenders under our securitization programs, and an aggregate of $0.5 billion of undrawn committed capacity under our unsecured revolving credit facility with private lenders.At December 31, 2023 and 2022, we had $10.4 billion and $0.1 billion, respectively, in undrawn Federal Reserve discount window borrowing capacity based on the amount and type of assets pledged.
Share Price & Shareholder Rights - Risk 6
Note 13. 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, which are calculated using the treasury stock method.The following table presents the calculation of basic and diluted earnings per common share:Years ended December 31,(in millions, except per share data)202320222021Net earnings$2,238 $3,016 $4,221 Preferred stock dividends(42)(42)(42)Net earnings available to common stockholders$2,196 $2,974 $4,179 Weighted average common shares outstanding, basic421.2 480.4 564.6 Effect of dilutive securities2.3 3.0 4.7 Weighted average common shares outstanding, dilutive423.5 483.4 569.3 Earnings per basic common share$5.21 $6.19 $7.40 Earnings per diluted common share$5.19 $6.15 $7.34 We have issued certain stock-based awards under the Synchrony Financial 2014 Long-Term Incentive Plan. A total of 4 million, 3 million and 1 million shares for the years ended December 31, 2023, 2022 and 2021, respectively, related to these awards, were considered anti-dilutive and therefore were excluded from the computation of diluted earnings per common share.
Share Price & Shareholder Rights - Risk 7
Note 14. Equity and other stock related information
Preferred StockThe following table summarizes the Company's preferred stock issued and outstanding at December 31, 2023 and 2022.SeriesIssuance DateRedeemable by Issuer BeginningPer Annum Dividend RateLiquidation Preference per ShareTotal Shares OutstandingDecember 31, 2023December 31, 2022($ in millions, except per share data)Series A(a)November 14, 2019November 15, 20245.625%$1,000750,000$734 $734 $734 $734 _______________________(a)Issued as depositary shares, each representing a 1/40th interest in a share of the corresponding series of non-cumulative perpetual preferred stock. Dividends are payable quarterly on February 15, May 15, August 15 and November 15 at a fixed rate, in each case when, as and if declared by the Board of Directors.Dividends and Share RepurchasesDuring the years ended December 31, 2023, 2022 and 2021, we declared and paid common stock dividends of $0.96, $0.90 and $0.88 per share of common stock, or $406 million, $434 million and $500 million, respectively. We also declared and paid preferred stock dividends of $56.24 per share, or $42 million, for each of the years ended December 31, 2023, 2022 and 2021, respectively.During the year ended December 31, 2023, the Company repurchased an aggregate of 33.6 million shares of our common stock for $1.1 billion, which does not reflect costs and taxes associated with the purchase of shares. The cost of share repurchases, including direct and incremental costs associated with repurchasing, is recorded as a reduction of shareholder's equity. In April 2023, we announced that the Board of Directors approved an incremental share repurchase program of up to $1.0 billion through June 2024 (the "April 2023 Share Repurchase Program") and at December 31, 2023 we had $600 million remaining in share repurchase program. In all instances, our share repurchase programs are subject to market conditions and other factors, including legal and regulatory restrictions and required approvals.Synchrony Financial Incentive ProgramsWe have established the Synchrony Financial 2014 Long-Term Incentive Plan, which we refer to as the "Incentive Plan." The Incentive Plan permits us to issue stock-based, stock-denominated and other awards to officers, employees, consultants and non-employee directors providing services to the Company and our participating affiliates. Available awards under the Incentive Plan include stock options and stock appreciation rights, restricted stock and restricted stock units ("RSUs"), performance share units ("PSUs") and other awards valued in whole or in part by reference to, or otherwise based on, our common stock (other stock-based awards), and dividend equivalents. Each RSU is convertible into one share of Synchrony Financial common stock. A total of 35.6 million shares of our common stock (including authorized and unissued shares) are available for granting awards under the Incentive Plan.Our grants generally vest over a three-year term on either an annual pro rata proportional basis, starting with the first anniversary of the award date, or at the end of the term of the award on a cliff basis, provided that the employee has remained continuously employed by the Company through such vesting date.For PSUs, the number of shares of common stock that will ultimately be awarded is contingent upon meeting certain pre-defined financial goals over a designated three-year performance period, and can range from 0% to 150% of the number of PSUs awarded. In addition, the final number of shares of common stock to be awarded is also subject to a Total Shareholder Return (TSR) modifier of +/-20% based on our TSR performance relative to peers.
Compensation expense related to our equity awards is recorded as a component of Employee costs in our Consolidated Statements of Earnings, with a corresponding adjustment to equity, net of tax, included within our Consolidated Statements of Equity. At December 31, 2023, there were 4.4 million stock options issued and outstanding and 5.9 million unvested other stock-based awards, comprising 3.5 million RSUs and 2.4 million PSUs. The total unrecognized compensation cost related to these awards at December 31, 2023 was $101 million, which is expected to be amortized over a weighted average period of 1.9 years.
Share Price & Shareholder Rights - Risk 8
Note 17. Legal proceedings and regulatory matters
In the normal course of business, from time to time, we have been named as a defendant in various legal proceedings, including arbitrations, class actions and other litigation, arising in connection with our business activities. Certain of the legal actions include claims for substantial compensatory and/or punitive damages, or claims for indeterminate amounts of damages. We are also involved, from time to time, in reviews, investigations and proceedings (both formal and informal) by governmental agencies regarding our business (collectively, "regulatory matters"), which could subject us to significant fines, penalties, obligations to change our business practices or other requirements resulting in increased expenses, diminished income and damage to our reputation. We contest liability and/or the amount of damages as appropriate in each pending matter. In accordance with applicable accounting guidance, we establish an accrued liability for legal and regulatory matters when those matters present loss contingencies which are both probable and reasonably estimable. Legal proceedings and regulatory matters are subject to many uncertain factors that generally cannot be predicted with assurance, and we may be exposed to losses in excess of any amounts accrued. For some matters, we are able to determine that an estimated loss, while not probable, is reasonably possible. For other matters, including those that have not yet progressed through discovery and/or where important factual information and legal issues are unresolved, we are unable to make such an estimate. We currently estimate that the reasonably possible losses for legal proceedings and regulatory matters, whether in excess of a related accrued liability or where there is no accrued liability, and for which we are able to estimate a possible loss, are immaterial. This represents management's estimate of possible loss with respect to these matters and is based on currently available information. This estimate of possible loss does not represent our maximum loss exposure. The legal proceedings and regulatory matters underlying the estimate will change from time to time and actual results may vary significantly from current estimates. Our estimate of reasonably possible losses involves significant judgment, given the varying stages of the proceedings, the existence of numerous yet to be resolved issues, the breadth of the claims (often spanning multiple years), unspecified damages and/or the novelty of the legal issues presented. Based on our current knowledge, we do not believe that we are a party to any pending legal proceeding or regulatory matters that would have a material adverse effect on our consolidated financial condition or liquidity. However, in light of the uncertainties involved in such matters, the ultimate outcome of a particular matter could be material to our operating results for a particular period depending on, among other factors, the size of the loss or liability imposed and the level of our earnings for that period, and could adversely affect our business and reputation.Below is a description of certain of our regulatory matters and legal proceedings.On January 28, 2019, a purported shareholder derivative action, Gilbert v. Keane, et al., was filed in the U.S. District Court for the District of Connecticut against the Company as a nominal defendant, and certain of the Company's officers and directors. The lawsuit alleges breach of fiduciary duty claims based on the allegations raised by the plaintiff in the Stichting Depositary APG class action, unjust enrichment, waste of corporate assets, and that the defendants made materially misleading statements and/or omitted material information in violation of the Exchange Act. The complaint seeks a declaration that the defendants breached and/or aided and abetted the breach of their fiduciary duties to the Company, unspecified monetary damages with interest, restitution, a direction that the defendants take all necessary actions to reform and improve corporate governance and internal procedures, and attorneys' and experts' fees. On March 11, 2019, a second purported shareholder derivative action, Aldridge v. Keane, et al., was filed in the U.S. District Court for the District of Connecticut. The allegations in the Aldridge complaint are substantially similar to those in the Gilbert complaint. On March 26, 2020, the District Court recaptioned the Gilbert and Aldridge cases as In re Synchrony Financial Derivative Litigation. On August 11, 2023, the parties submitted a joint status report to the District Court indicating that the parties had reached a memorandum of understanding to settle the litigation, which is not expected to have a material financial impact on the Company. On December 21, 2023, the District Court entered an order preliminarily approving the settlement. Copies of the Stipulation and Agreement of Settlement and Notice of Pendency and Proposed Settlement are available on the Company's investor relations website at https://investors.synchrony.com. The information contained on the Company's websites, including the aforementioned documents, is not deemed to be part of this Annual Report on Form 10-K or incorporated by reference into any of our other filings with the SEC.
Accounting & Financial Operations9 | 27.3%
Accounting & Financial Operations - Risk 1
Changes in Internal Control Over Financial Reporting
There was no change in internal control over financial reporting that occurred during the fiscal quarter ended December 31, 2023 that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.
Accounting & Financial Operations - Risk 2
Report on Management's Assessment of Internal Control Over Financial Reporting
The management of Synchrony Financial ("the Company") is responsible for establishing and maintaining adequate internal control over financial reporting for the Company as defined by Exchange Act Rules 13a-15 and 15d-15. The Company's internal control over financial reporting is designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external reporting purposes in accordance with U.S. generally accepted accounting principles. The Company's internal control over financial reporting includes those policies and procedures that (i) pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of the Company's assets; (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that the Company's receipts and expenditures are made only in accordance with authorizations of the Company's management and directors; and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the Company's assets that could have a material effect on its financial statements.
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate. Although any system of internal control can be compromised by human error or intentional circumvention of required procedures, we believe our system provides reasonable assurance that financial transactions are recorded and reported properly, providing an adequate basis for reliable financial statements.
The Company's management has used the criteria established in Internal Control - Integrated Framework (2013 framework) issued by the Committee of Sponsoring Organizations of the Treadway Commission ("COSO") to evaluate the effectiveness of the Company's internal control over financial reporting.
The Company's management has assessed the effectiveness of the Company's internal control over financial reporting as of December 31, 2023 and has concluded that such internal control over financial reporting is effective. There are no material weaknesses in the Company's internal control over financial reporting that have been identified by the Company's management.
KPMG LLP, an independent registered public accounting firm, has audited the consolidated financial statements of the Company for the year ended December 31, 2023 and has also issued an audit report, which is included in "Consolidated Financial Statements and Supplementary Data" of this Form 10-K Report, on internal control over financial reporting as of December 31, 2023 under Auditing Standard No. 2201 of the Public Company Accounting Oversight Board ("PCAOB").
Accounting & Financial Operations - Risk 3
Note 7. Goodwill and other intangible assets
Goodwill($ in millions)20232022Balance at January 1$1,105 $1,105 Allocated to held for sale business(a)(87)- Balance at December 31$1,018 $1,105 _____________(a) The allocated goodwill is subject to change based upon the carrying amount of net assets of Pets Best and the final valuation of consideration to be received at closing.Intangible Assets20232022At December 31 ($ in millions)Gross carrying amountAccumulated amortizationNetGross carrying amountAccumulated amortizationNetCapitalized software$2,065 $(1,302)$763 $1,677 $(1,020)$657 Other$204 $(152)$52 $245 $(160)$85 Total$2,269 $(1,454)$815 $1,922 $(1,180)$742 During the year ended December 31, 2023, we recorded additions to intangible assets of $392 million, primarily related to capitalized software expenditures. Amortization expense was $294 million, $252 million and $209 million for the years ended December 31, 2023, 2022 and 2021, respectively and is included within Other expense in our Consolidated Statements of Earnings.At December 31, 2023, contract costs related to our retailer partner agreements of $498 million, net of accumulated amortization, previously classified as Intangible Assets are now presented as a component of Other assets on our Consolidated Statements of Financial Position. Reclassifications of prior period amounts of $545 million, net of accumulated amortization, have been made to conform with the current period presentation discussed above. In addition, intangible assets of $24 million, net of accumulated amortization, are now classified as assets held for sale at December 31, 2023. See Note 3 Acquisitions and Dispositions for additional information.We estimate annual amortization expense for existing intangible assets over the next five calendar years to be as follows: ($ in millions)20242025202620272028Amortization expense$283 $215 $154 $99 $50
Accounting & Financial Operations - Risk 4
Note 10. Fair value measurements
For a description of how we estimate fair value, see Note 2. Basis of Presentation and Summary of Significant Accounting Policies. The following tables present our assets and liabilities measured at fair value on a recurring basis.Recurring Fair Value MeasurementsAt December 31, 2023 ($ in millions)Level 1Level 2Level 3Total(a)AssetsDebt securitiesU.S. government and federal agency$- $2,264 $- $2,264 State and municipal- - 10 10 Residential mortgage-backed- 354 - 354 Asset-backed- 1,162 - 1,162 Other- - 8 8 Other(b)14 - 10 24 Total $14 $3,780 $28 $3,822 LiabilitiesOther(c)- - 4 4 Total$- $- $4 $4 At December 31, 2022 ($ in millions)AssetsDebt securitiesU.S. government and federal agency$- $3,864 $- $3,864 State and municipal- - 10 10 Residential mortgage-backed- 418 - 418 Asset-backed- 580 - 580 Other- - 7 7 Other(b)14 - 13 27 Total $14 $4,862 $30 $4,906 LiabilitiesOther(c)- - 7 7 Total$- $- $7 $7 _______________________(a) For the years ended December 31, 2023 and 2022, there were no fair value measurements transferred between levels.(b) Other is primarily comprised of equity investments measured at fair value, which are included in Other assets in our Consolidated Statements of Financial Position, as well as certain financial assets for which we have elected the fair value option which are included in Loan receivables in our Consolidated Statements of Financial Position.(c) Other is primarily comprised of certain financial liabilities for which we have elected the fair value option, which are included in Accrued expenses and other liabilities in our Consolidated Statements of Financial Position.Level 3 Fair Value MeasurementsOur Level 3 recurring fair value measurements primarily relate to state and municipal and corporate debt instruments, which are valued using non-binding broker quotes or other third-party sources, and financial assets and liabilities for which we have elected the fair value option. For a description of our process to evaluate third-party pricing servicers, see Note 2. Basis of Presentation and Summary of Significant Accounting Policies. Our state and municipal debt securities are classified as available-for-sale with changes in fair value included in Accumulated other comprehensive income.
The changes in our Level 3 assets and liabilities that are measured on a recurring basis for the years ended December 31, 2023 and 2022 were not material.Financial Assets and Financial Liabilities Carried at Other Than Fair ValueCarryingCorresponding fair value amountAt December 31, 2023 ($ in millions)valueTotalLevel 1Level 2Level 3Financial AssetsFinancial assets for which carrying values equal or approximate fair value: Cash and equivalents(a)$14,259 $14,259 $14,259 $- $- Other assets(a)(b)$50 $50 $50 $- $- Assets held for sale(c)$112 $112 $112 $- $- Financial assets carried at other than fair value: Loan receivables, net(d)$92,407 $104,761 $- $- $104,761 Financial Liabilities Financial liabilities carried at other than fair value:Deposits$81,153 $80,935 $- $80,935 $- Borrowings of consolidated securitization entities$7,267 $7,250 $- $3,411 $3,839 Senior and subordinated unsecured notes$8,715 $8,423 $- $8,423 $- CarryingCorresponding fair value amountAt December 31, 2022 ($ in millions)valueTotalLevel 1Level 2Level 3Financial AssetsFinancial assets for which carrying values equal or approximate fair value: Cash and equivalents(a)$10,294 $10,294 $10,294 $- $- Other assets(a)(c)$136 $136 $136 $- $- Financial assets carried at other than fair value: Loan receivables, net(d)$82,930 $94,339 $- $- $94,339 Financial Liabilities Financial liabilities carried at other than fair value:Deposits$71,735 $70,685 $- $70,685 $- Borrowings of consolidated securitization entities$6,227 $6,127 $- $2,327 $3,800 Senior and subordinated unsecured notes$7,964 $7,530 $- $7,530 $- _______________________(a)For cash and equivalents and restricted cash and equivalents, carrying value approximates fair value due to the liquid nature and short maturity of these instruments.(b)This balance relates to restricted cash and equivalents, which is included in other assets. (c)Includes $19 million of cash and equivalents and $93 million of restricted cash and equivalents.(d)Excludes financial assets for which we have elected the fair value option. Under certain retail partner program agreements, the expected sales proceeds in the event of a sale of their credit card portfolio may be limited to the amounts owed by our customers, which may be less than the fair value indicated above.
Equity Securities Without Readily Determinable Fair ValuesAt or for the year ended December 31 ($ in millions)20232022Carrying Value$270 $245 Upward adjustments(a)17 7 Downward adjustments(a)(6)(3)_______________________(a) Between January 1, 2018 and December 31, 2023, cumulative upward and downward carrying value adjustments were $205 million and $(14) million, respectively.
Accounting & Financial Operations - Risk 5
Note 2. Basis of presentation and summary of significant accounting policies
Basis of PresentationThe accompanying consolidated financial statements were prepared in conformity with U.S. generally accepted accounting principles ("GAAP").Preparing financial statements in conformity with U.S. GAAP requires us to make estimates based on assumptions about current, and for some estimates, future, economic and market conditions (for example, unemployment, housing, interest rates and market liquidity) which affect reported amounts and related disclosures in our consolidated financial statements. Although our current estimates contemplate current conditions and how we expect them to change in the future, as appropriate, it is reasonably possible that actual conditions could be different than anticipated in those estimates, which could materially affect our results of operations and financial position. Among other effects, such changes could result in incremental losses on loan receivables, future impairments of debt securities, goodwill and intangible assets, increases in reserves for contingencies, establishment of valuation allowances on deferred tax assets and increases in our tax liabilities.We primarily conduct our business within the United States and substantially all of our revenues are from U.S. customers. The operating activities conducted by our non-U.S. affiliates use the local currency as their functional currency. The effects of translating the financial statements of these non-U.S. affiliates to U.S. dollars are included in equity. Asset and liability accounts are translated at period-end exchange rates, while revenues and expenses are translated at average rates for the respective periods.Consolidated Basis of PresentationThe Company's financial statements have been prepared on a consolidated basis. Under this basis of presentation, our financial statements consolidate all of our subsidiaries – i.e., entities in which we have a controlling financial interest, most often because we hold a majority voting interest. To determine if we hold a controlling financial interest in an entity, we first evaluate if we are required to apply the variable interest entity ("VIE") model to the entity, otherwise the entity is evaluated under the voting interest model. Where we hold current or potential rights that give us the power to direct the activities of a VIE that most significantly impact the VIE's economic performance ("power") combined with a variable interest that gives us the right to receive potentially significant benefits or the obligation to absorb potentially significant losses ("significant economics"), we have a controlling financial interest in that VIE. Rights held by others to remove the party with power over the VIE are not considered unless one party can exercise those rights unilaterally. We consolidate certain securitization entities under the VIE model because we have both power and significant economics. See Note 6. Variable Interest Entities. Investments in which we do not hold a controlling financial interest but have significant influence over the entity's financial and operating decisions are accounted for under the equity method.
Changes in PresentationAt December 31, 2023, contract costs related to our retailer partner agreements of $498 million, net of accumulated amortization, previously classified as Intangible assets are now presented as a component of Other assets on our Consolidated Statements of Financial Position. Reclassifications of prior period amounts of $545 million, net of accumulated amortization, have been made to conform with the current period presentation discussed above.Protection product revenue in our Consolidated Statements of Income was previously captioned "Debt cancellation fees" and represents fees earned from our debt cancellation product offered to our credit card customers.New Accounting StandardsNewly Adopted Accounting StandardsIn March 2022, the FASB issued ASU No. 2022-02, Financial Instruments – Credit Losses (Topic 326): Troubled Debt Restructurings and Vintage Disclosures. This ASU eliminates the separate recognition and measurement guidance for Troubled Debt Restructurings ("TDRs") by creditors. The elimination of the TDR guidance may be adopted prospectively for loan modifications after adoption or on a modified retrospective basis, which would also apply to loans previously modified, resulting in a cumulative effect adjustment to retained earnings in the period of adoption for changes in the allowance for credit losses. The Company adopted this guidance as of January 1, 2023, on a modified retrospective basis, which resulted in the recognition of the effects of adoption through a cumulative-effect adjustment to retained earnings. As a result of adoption, we incurred a reduction of $294 million to the Company's allowance for credit losses, and a corresponding increase, net of tax effect, to retained earnings of $222 million. Subsequent updates to our estimate of expected credit losses have been recorded through the provision for credit losses in our Consolidated Statements of Earnings.Recently Issued But Not Yet Adopted Accounting StandardsIn November 2023, the FASB issued ASU 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures. This ASU improves reportable segment disclosure requirements and requires enhanced disclosures about significant segment expenses. The Company will adopt this guidance on a retrospective basis on its effective date, which for us is beginning within our December 31, 2024 Form 10-K.In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures. This ASU requires disclosure of specific categories in the rate reconciliation, as well as additional qualitative information about the reconciliation, and additional disaggregated information about income taxes paid. The Company will adopt this guidance on its effective date, which for us is beginning within our December 31, 2025 Form 10-K, and is currently determining the method of adoption.Segment ReportingWe conduct our operations through a single business segment. Substantially all of our interest and fees on loans and long-lived assets relate to our operations within the United States. Pursuant to FASB Accounting Standards Codification ("ASC") 280, Segment Reporting, operating segments represent components of an enterprise for which separate financial information is available that is regularly evaluated by the chief operating decision maker in determining how to allocate resources and in assessing performance. The chief operating decision maker uses a variety of measures to assess the performance of the business as a whole, depending on the nature of the activity. Revenue activities are primarily managed through five sales platforms (Home & Auto, Digital, Diversified & Value, Health & Wellness and Lifestyle). Those platforms are organized by the types of partners we work with to reach our customers, with success principally measured based on interest and fees on loans, loan receivables, active accounts and other sales metrics. Detailed profitability information of the nature that could be used to allocate resources and assess the performance and operations for each sales platform individually, however, is not used by our chief operating decision maker. Expense activities, including funding costs, credit losses and operating expenses, are not measured for each platform but instead are managed for the Company as a whole.
Cash and EquivalentsDebt securities, money market instruments and bank deposits with original maturities of three months or less are included in cash and equivalents unless designated as available-for-sale and classified as debt securities. Cash and equivalents at December 31, 2023 primarily included cash and due from banks of $1.4 billion and interest-bearing deposits in other banks of $12.8 billion. Cash and equivalents at December 31, 2022 primarily included cash and due from banks of $1.5 billion and interest-bearing deposits in other banks of $8.8 billion.Restricted Cash and EquivalentsRestricted cash and equivalents represent cash and equivalents that are not available to us due to restrictions related to its use. In addition, our securitization entities are required to fund segregated accounts that may only be used for certain purposes, including payment of interest and servicing fees and repayment of maturing debt. We include our restricted cash and equivalents in Other assets in our Consolidated Statements of Financial Position. Investment SecuritiesWe report investments in debt securities and equity securities with a readily determinable fair value at fair value. See Note 10. Fair Value Measurements for further information on fair value. Changes in fair value on debt securities, which are classified as available-for-sale, are included in equity, net of applicable taxes. Changes in fair value on equity securities are included in earnings. We regularly review investment securities for impairment using both quantitative and qualitative criteria. For debt securities, if we do not intend to sell the security, or it is not more likely than not, that we will be required to sell the security before recovery of our amortized cost, we evaluate other qualitative criteria to determine whether we do not expect to recover the amortized cost basis of the security, such as the financial health of, and specific prospects for the issuer, including whether the issuer is in compliance with the terms and covenants of the security. We also evaluate quantitative criteria including determining whether there has been an adverse change in expected future cash flows. If we do not expect to recover the entire amortized cost basis of the security, we consider the debt security to be impaired. If the security is impaired, we determine whether the impairment is the result of a credit loss or other factors. If a credit loss exists, an allowance for credit losses is recorded, with a related charge to earnings, limited by the amount that the fair value of the security is less than its amortized cost. Given the nature of our current portfolio, we perform a qualitative assessment to determine whether any credit loss is warranted. The assessment considers factors such as adverse conditions and payment structure of the securities, history of payment, and market conditions. If we intend to sell the security or it is more likely than not we will be required to sell the debt security before recovery of its amortized cost basis, the security is also considered impaired and we recognize the entire difference between the security's amortized cost basis and its fair value in earnings. Realized gains and losses are accounted for on the specific identification method. Loan ReceivablesLoan receivables primarily consist of open-end consumer revolving credit card accounts, closed-end consumer installment loans and open-end commercial revolving credit card accounts. Loan receivables are reported at the amounts due from customers, including unpaid interest and fees, deferred income and costs. Loan Receivables Held for SaleLoans purchased or originated with the intent to sell are classified as loan receivables held for sale and carried at the lower of amortized cost or fair value. Loans initially classified as held for investment are transferred to loan receivables held for sale and carried at the lower of amortized cost or fair value once a decision has been made to sell the loans. We continue to recognize interest and fees on these loans on the accrual basis. The fair value of loan receivables held for sale is determined on an aggregate homogeneous portfolio basis. If a loan is transferred from held for investment to held for sale, any associated allowance for credit loss is reversed through earnings, and the loan is transferred to held for sale at amortized cost. The amount by which amortized cost basis exceeds fair value is accounted for as a valuation allowance. The loan is carried at the lower of amortized cost or fair value.
Acquired LoansTo determine the fair value of loans at acquisition, we estimate expected cash flows and discount those cash flows using an observable market rate of interest, when available, adjusted for factors that a market participant would consider in determining fair value. In determining fair value, expected cash flows are adjusted to include prepayment, default rate, and loss severity estimates. The difference between the fair value and the amount contractually due is recorded as a loan discount or premium at acquisition. Loans acquired that have experienced more-than-insignificant deterioration in credit quality since origination (referred to as "purchased credit deteriorated" or "PCD" assets) are subject to specific guidance upon acquisition. An allowance for PCD assets is added to the purchase price or fair value of the acquired loans to arrive at the amortized cost basis. Subsequent to initial recognition, the accounting for the PCD asset will generally follow the credit loss model described below. Loans acquired without a more-than-insignificant credit deterioration since origination are measured under the Allowance for Credit Losses model described below.Allowance for Credit LossesAs discussed above, the Company adopted ASU 2022-02 as of January 1, 2023.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 as of the period end date. Expected credit loss estimates involve modeling loss projections attributable to existing loan balances, considering historical experience, current conditions and future expectations for pools of loans with similar risk characteristics over the reasonable and supportable forecast period. The model considers a macroeconomic forecast, with unemployment as the primary macroeconomic variable considered. We also perform a qualitative assessment in addition to model estimates and apply qualitative adjustments as necessary. The reasonable and supportable forecast period is determined primarily based upon an assessment of the current economic outlook, including our ability to use available data to accurately forecast losses over time. The reasonable and supportable forecast period used in our estimate of credit losses at December 31, 2023 was 12 months, consistent with the forecast period utilized since adoption of CECL. The Company reassesses the reasonable and supportable forecast period on a quarterly basis. Beyond the reasonable and supportable forecast period, we revert to historical loss information at the loan receivables segment level over a 6-month period, gradually increasing the weight of historical losses by an equal amount each month during the reversion period, and utilize historical loss information thereafter for the remaining life of the portfolio. The historical loss information is derived from a combination of recessionary and non-recessionary performance periods, weighted by the time span of each period. Similar to the reasonable and supportable forecast period, we also reassess the reversion period and historical mean on a quarterly basis, considering any required adjustments for differences in underwriting standards, portfolio mix, and other relevant data shifts over time.We generally segment our loan receivable population into pools of loans with similar risk characteristics at the major retailer and product level. Consistent with our other assumptions, we regularly review segmentation to determine whether the segmentation pools remain relevant as risk characteristics change.Our loan receivables generally do not have a stated life. The life of a credit card loan receivable is dependent upon the allocation of payments received, as well as a variety of other factors, including the principal balance, promotional terms, interest charges and fees and overall consumer credit profile and usage pattern. We determine the expected credit losses for credit card loan receivables as of the measurement date by using a combination of migration analysis, and other historical analyses, which implicitly consider the payments attributable to the measurement date balance. To do so, we utilize an approach which implicitly considers total expected future payments and applies appropriate allocations to reduce those payments in order to estimate losses pertaining to measurement date loan receivables. Based on our payments analyses, we also ensure that expected future payments from an account do not exceed the measurement date balance.
We evaluate each portfolio quarterly. For credit card receivables, our estimation process includes analysis of historical data, and there is a significant amount of judgment applied in selecting inputs and analyzing the results produced by the models to determine the allowance for credit losses. We use an enhanced migration analysis to estimate the likelihood that a loan will progress through the various stages of delinquency. The enhanced migration analysis considers uncollectible principal, interest and fees reflected in the loan receivables, segmented by credit and business parameters. We use other analyses to estimate expected losses on non-delinquent accounts, which include past performance, bankruptcy activity such as filings, policy changes and loan volumes and amounts. Holistically, for assessing the portfolio credit loss content, we also evaluate portfolio risk management techniques applied to various accounts, historical behavior of different account vintages, account seasoning, economic conditions, recent trends in delinquencies, account collection management including the impact of modifications made to borrowers experiencing financial difficulties, forecasting uncertainties, expectations about the future and a qualitative assessment of the adequacy of the allowance for credit losses. Key factors that impact the accuracy of our historical loss forecast estimates include the models and methodology utilized, credit strategy and trends, and consideration of material changes in our loan portfolio such as changes in growth and portfolio mix. We regularly review our collection experience (including delinquencies and net charge-offs) in determining our allowance for credit losses. We also consider our historical loss experience to date based on actual defaulted loans and overall portfolio indicators including delinquent and non-accrual loans, trends in loan volume and lending terms, credit policies and other observable environmental factors such as unemployment and home price indices. Additionally, the estimate of expected credit losses includes expected recoveries of amounts previously charged-off and expected to be charged-off.The underlying assumptions, estimates and assessments we use to provide for losses are updated periodically to reflect our view of current and forecasted conditions, and are subject to the regulatory examination process, which can result in changes to our assumptions. Changes in such estimates can significantly affect the allowance and provision for credit losses. It is possible that we will experience credit losses that are different from our current estimates. Charge-offs are deducted from the allowance for credit losses and are recorded in the period when we judge the principal to be uncollectible, and subsequent recoveries are added to the allowance, generally at the time cash is received on a charged-off account. Delinquent receivables are those that are 30 days or more past due based on their contractual payments. Non-accrual loan receivables are those on which we have stopped accruing interest. We continue to accrue interest until the earlier of the time at which collection of an account becomes doubtful, or the account becomes 180 days past due, with the exception of non-credit card accounts, for which we stop accruing interest in the period that the account becomes 90 days past due.The same loan receivable may meet more than one of the definitions above. Accordingly, these categories are not mutually exclusive, and it is possible for a particular loan to meet the definitions of a non-accrual loan and a delinquent loan, or be modified to a borrower experiencing financial difficulty, and be included in each of these categories. The categorization of a particular loan also may not necessarily be indicative of the potential for loss. Loan Modifications to Borrowers Experiencing Financial DifficultyOur loss mitigation strategy is intended to minimize economic loss and, at times, can result in rate reductions, principal forgiveness, extensions or other actions, for borrowers experiencing financial difficulty. We primarily use long-term modification programs for borrowers experiencing financial difficulty as a loss mitigation strategy to improve long-term collectability of the loans. The long-term modification programs include changing the structure of the loan to a fixed payment loan with a maturity no longer than 60 months, reducing the interest rate on the loan, and stopping the assessment of penalty fees. We also make long-term loan modifications for customers who request financial assistance through external sources, such as through consumer credit counseling service agencies. Long-term loan modification programs do not normally include the forgiveness of unpaid principal, interest or fees. We may also provide certain borrowers with a short-term loan modification program (generally up to 3 months) that can include the forgiveness of unpaid principal balance, interest and/or fees. We generally do not convert revolving loans to term loans, outside of loan modification programs for borrowers experiencing financial difficulties. The evaluation of whether a borrower is experiencing financial difficulty includes our consideration of all relevant facts and circumstances. See Note 5. Loan Receivables and Allowance for Credit Losses for additional information on our loan modifications to borrowers experiencing financial difficulty.
Data related to redefault experience is also considered in our overall reserve adequacy review. Once the loan has been modified, it only returns to current status (re-aged) after three consecutive monthly program payments are received post the modification date, subject to re-aging limitations in the Federal Financial Institutions Examination Council guidelines on Uniform Retail Credit Classification and Account Management policy issued in June 2000.Charge-OffsNet 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, fees and third-party fraud losses from charge-offs. Charged-off and recovered accrued and unpaid finance charges and fees are included in interest and fees on loans while 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 are included in other expense in our Consolidated Statements of Earnings. We charge-off unsecured closed-end consumer installment loans and loans secured by collateral when they are 120 days contractually past due, and unsecured open-ended revolving loans when they are 180 days contractually past due. Unsecured consumer loans in bankruptcy are charged-off within 60 days of notification of filing by the bankruptcy court or within contractual charge-off periods, whichever occurs earlier. Credit card loans of deceased account holders are charged-off within 60 days of receipt of notification. Goodwill and Intangible AssetsWe do not amortize goodwill but test it at least annually for impairment at the reporting unit level pursuant to ASC 350, Intangibles-Goodwill and Other. A reporting unit is defined under GAAP as the operating segment, or one level below that operating segment (the component level) if discrete financial information is prepared and regularly reviewed by segment management. Our single operating segment comprises a single reporting unit, based on the level at which segment management regularly reviews and measures the business operating results.When a portion of a reporting unit constitutes a business that is being disposed of, the amount of goodwill to be included in the carrying amount of the business classified as held for sale is based upon the relative fair values of the business to be disposed of and the portion of the reporting unit that will be retained. Goodwill impairment risk is first assessed by performing a qualitative review of entity-specific, industry, market and general economic factors for our reporting unit. If potential goodwill impairment risk exists that indicates that it is more likely than not that the carrying value of our reporting unit exceeds its fair value, a quantitative test is performed. The quantitative test compares the reporting unit's estimated fair value with its carrying value, including goodwill. If the carrying value of our reporting unit exceeds its fair value, an impairment loss is recognized in an amount equal to that excess, limited to the amount of goodwill allocated to the reporting unit. The qualitative assessment for each period presented in the consolidated financial statements was performed without hindsight, assuming only factors and market conditions existing as of those dates, and resulted in no potential goodwill impairment risk for our reporting unit. Consequently, goodwill was not deemed to be impaired for any of the periods presented. Definite-lived intangible assets principally consist of certain costs incurred to develop or acquire capitalized software and customer-related assets including purchased credit card relationships. Capitalized software is amortized on a straight-line basis over its estimated useful life, generally 5 years. Customer-related assets are amortized over their estimated useful lives. Defined-lived intangible assets are evaluated for impairment whenever events or changes in circumstances indicate that the carrying amount of these assets may not be recoverable. The evaluation compares the cash inflows expected to be generated from each intangible asset to its carrying value. If cash flows attributable to the intangible asset are less than the carrying value, the asset is considered impaired and written down to its estimated fair value.
Other AssetsOther assets primarily consist of deferred income taxes, contract costs related to our retail partner agreements and equity investments. Retail partner contract costs are recognized over the life of the contract with the retail partner and are included as a component of marketing and business development expense in our Consolidated Statements of Earnings. Discontinued Operations and Held for SaleAn entity is classified as held for sale in the period in which management approves and commits to a plan to sell the entity, the entity is available to be sold in its immediate condition subject to usual and customary terms, the entity is being actively marketed at a reasonable price with other actions required to complete the plan to sale initiated, the sale is generally probable to be completed within one year, and it is unlikely that there will be significant changes to the plan to sell.The disposal of an entity should be reported in discontinued operations if the disposal represents a strategic shift that has, or will have, a major effect on the Company's operations and financial results, otherwise the results of the entity to be disposed continue to be presented within continuing operations on the Consolidated Statements of Earnings.Assets and liabilities to be disposed of have been reclassified to held for sale in our Consolidated Statements of Financial Position. See Note 3. Dispositions and Acquisitions for further details.Revenue RecognitionInterest and Fees on LoansWe use the effective interest method to recognize income on loans. Interest and fees on loans is comprised largely of interest and late fees on credit card and other loans. Interest income is recognized based upon the amount of loans outstanding and their contractual interest rate. Late fees are recognized when billable to the customer. We continue to accrue interest and fees on credit cards until the accounts are charged-off in the period the account becomes 180 days past due. For non-credit card loans, we stop accruing interest and fees when the account becomes 90 days past due. Previously recognized interest income that was accrued but not collected from the customer is reversed. Although we stop accruing interest in advance of payments, we recognize interest income as cash is collected when appropriate, provided the amount does not exceed that which would have been earned at the historical effective interest rate; otherwise, payments received are applied to reduce the principal balance of the loan. We resume accruing interest on non-credit card loans when the customer's account is less than 90 days past due and collection of such amounts is probable. Interest accruals on modified loans that are not considered to be TDRs may return to current status (re-aged) only after receipt of at least three consecutive minimum monthly payments subject to a re-aging limitation of once a year, or twice in a five-year period.Direct loan origination costs on credit card loans are deferred and amortized on a straight-line basis over a one-year period, or the life of the loan for other loan receivables, and are included in interest and fees on loans in our Consolidated Statements of Earnings. See Note 5. Loan Receivables and Allowance for Credit Losses for further detail. Other loan fees including miscellaneous fees charged to borrowers are recognized net of waivers and charge-offs when the related transaction or service is provided, and are included in other income in our Consolidated Statements of Earnings.
Promotional FinancingLoans originated with promotional financing may include deferred interest financing (interest accrues during a promotional period and becomes payable if the full purchase amount is not paid off during the promotional period), no interest financing (no interest accrues during a promotional period but begins to accrue thereafter on any outstanding amounts at the end of the promotional period) and reduced interest financing (interest accrues monthly at a promotional interest rate during the promotional period). For deferred interest financing, we bill interest to the borrower, retroactive to the inception of the loan, if the loan is not repaid prior to the specified date. Income is recognized on such loans when it is billable. In almost all cases, our retail partner will pay an upfront fee or reimburse us to compensate us for all or part of the costs associated with providing the promotional financing. Upfront fees are deferred and accreted to income over the promotional period. Reimbursements are estimated and accrued as income over the promotional period. Purchased LoansLoans acquired by purchase are recorded at fair value, which may result in the recognition of a loan premium or loan discount. For acquired loans with evidence of more-than-insignificant deterioration in credit quality since origination, the initial allowance for credit losses at acquisition is added to the purchase price to determine the initial cost basis of the loans and loan premium or loan discount. Loan premiums and loan discounts are recognized into interest income over the estimated remaining life of the loans. The Company develops an allowance for credit losses for all purchased loans, which is recognized upon acquisition, similar to that of an originated financial asset. Subsequent changes to the expected credit losses for these loans follow the allowance for credit losses methodology described above under "-Allowance for Credit Losses." Retailer Share ArrangementsMost of our program agreements with large retail and certain other partners contain retailer share arrangements that provide for payments to our partners if the economic performance of the program exceeds a contractually defined threshold. We also provide other economic benefits to our partners such as royalties on purchase volume or payments for new accounts, in some cases instead of retailer share arrangements (for example, on our co-branded credit cards). Although the share arrangements vary by partner, these arrangements are generally structured to measure the economic performance of the program, based typically on agreed upon program revenues (including interest income and certain other income) less agreed upon program expenses (including interest expense, provision for credit losses, retailer payments and operating expenses), and share portions of this amount above a negotiated threshold. These thresholds and the economic performance of a program are based on, among other things, agreed upon measures of program expenses. On a quarterly basis, we make a judgment as to whether it is probable that the performance threshold will be met under a particular retail partner's retailer share arrangement. The current period's estimated contribution to that ultimate expected payment is recorded as a liability. To the extent facts and circumstances change and the cumulative probable payment for prior months has changed, a cumulative adjustment is made to align the retailer share arrangement liability balance with the amount considered probable of being paid relating to past periods. Other Income Interchange and Protection Product RevenueOther Income primarily includes interchange and protection product revenue. We earn interchange revenue at the time the cardholder transaction occurs. Protection product revenue represents fees earned from our Payment Security offering, which is a debt cancellation product. Fees are assessed and recognized during the monthly coverage period, based upon a customer's account balance.
Loyalty ProgramsOur loyalty programs are designed to generate increased purchase volume per customer while reinforcing the value of our credit cards and strengthening cardholder loyalty. These programs typically provide cardholders with statement credit or cash back rewards. Other programs include rewards points, which are redeemable for a variety of products or awards, or merchandise discounts that are earned by achieving a pre-set spending level on their private label credit card, Dual Card or general purpose co-branded credit card. We establish a rewards liability based on points and merchandise discounts earned that are ultimately expected to be redeemed and the average cost per point at redemption. The rewards liability is included in accrued expenses and other liabilities in our Consolidated Statements of Financial Position. Cash rebates are earned based on a tiered percentage of purchase volume. As points and discounts are redeemed or cash rebates and rewards are issued, the rewards liability is relieved. The estimated cost of loyalty programs is classified as a reduction to other income in our Consolidated Statements of Earnings.Other ExpenseFraud LossesWe experience third-party fraud losses from the unauthorized use of credit cards and when loans are obtained through fraudulent means. Fraud losses are included as a charge within other expense in our Consolidated Statements of Earnings, net of recoveries, when such losses are probable. Loans are charged-off, as applicable, after the investigation period has completed.Income TaxesWe recognize the current and deferred tax consequences of all transactions that have been recognized in the financial statements using the provisions of the enacted tax laws. The effects of tax adjustments and settlements from taxing authorities are presented in our consolidated financial statements in the period they occur. Deferred tax assets and liabilities are determined based on differences between the financial reporting and tax basis of assets and liabilities and are measured using the enacted tax laws and rates that will be in effect when the differences are expected to reverse. We record valuation allowances to reduce deferred tax assets to the amount that is more likely than not to be realized. In making decisions regarding our ability to realize tax assets, we evaluate all positive and negative evidence, including projected future taxable income, taxable income in carryback periods, expected reversal of deferred tax liabilities and the implementation of available tax planning strategies.We recognize the financial statement impact of uncertain income tax positions when we conclude that it is more likely than not, based on the technical merits of a position, that the position will be sustained upon examination. In certain situations, 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. We recognize accrued interest and penalties related to unrecognized tax benefits as interest expense and provision for income taxes, respectively, in our Consolidated Statements of Earnings. Fair Value MeasurementsFair value is the price we would receive to sell an asset or pay to transfer a liability in an orderly transaction with a market participant at the measurement date. In the absence of active markets for the identical assets or liabilities, such measurements involve developing assumptions based on market observable data and, in the absence of such data, internal information that is consistent with what market participants would use in a hypothetical transaction that occurs at the measurement date. Observable inputs reflect market data obtained from independent sources, while unobservable inputs reflect our market assumptions. Preference is given to observable inputs. These two types of inputs create the following fair value hierarchy: Level 1- Quoted prices for identical instruments in active markets.
Level 2- Quoted prices for similar instruments in active markets; quoted prices for identical or similar instruments in markets that are not active; and model-derived valuations whose inputs are observable or whose significant value drivers are observable. Level 3- Significant inputs to the valuation are unobservable. We maintain policies and procedures to value instruments using the best and most relevant data available. In addition, we have risk management teams that review valuations, including independent price validation for certain instruments. We use non-binding broker quotes and third-party pricing services, when available, as our primary basis for valuation when there is limited or no relevant market activity for a specific instrument or for other instruments that share similar characteristics. We have not adjusted prices that we have obtained. In the absence of such data, such measurements involve developing assumptions based on internal information that is consistent with what market participants would use in a hypothetical transaction that occurs at the measurement date.The third-party brokers and third-party pricing services do not provide us access to their proprietary valuation models, inputs and assumptions. Accordingly, our risk management, treasury and/or finance personnel conduct reviews of these brokers and services, as applicable. In addition, we conduct internal reviews of pricing provided by our third-party pricing service for all investment securities on a quarterly basis to ensure reasonableness of valuations used in the consolidated financial statements. These reviews are designed to identify prices that appear stale, those that have changed significantly from prior valuations and other anomalies that may indicate that a price may not be accurate. Based on the information available, we believe that the fair values provided by the third-party brokers and pricing services are representative of prices that would be received to sell the assets at the measurement date (exit prices) and are classified appropriately in the hierarchy. Recurring Fair Value MeasurementsOur investments in debt and certain equity securities, as well as certain financial assets and liabilities for which we have elected the fair value option, are measured at fair value every reporting period on a recurring basis. Non-Recurring Fair Value MeasurementsCertain assets are measured at fair value on a non-recurring basis. These assets are not measured at fair value on an ongoing basis but are subject to fair value adjustments only in certain circumstances. Assets that are written down to fair value when impaired are not subsequently adjusted to fair value unless further impairment occurs. Equity Securities Without Readily Determinable Fair ValuesThe company measures certain equity securities without readily determinable fair values using observable price changes in orderly transactions for the identical or a similar investment of the same issuer when they occur. Changes in observable price changes are recognized in other income in our Consolidated Statements of Earnings.Financial Assets and Financial Liabilities Carried at Other than Fair ValueThe following is a description of the valuation techniques used to estimate the fair values of the financial assets and liabilities carried at other than fair value. Loan receivables, netIn estimating the fair value for our loan receivables, we use a discounted future cash flow model. We use various unobservable inputs including estimated interest and fee income, payment rates, loss rates and discount rates (which consider current market interest rate data adjusted for credit risk and other factors) to estimate the fair values of loans. When collateral dependent, loan receivables may be valued using collateral values.
DepositsFor demand deposits with no defined maturity, carrying value approximates fair value due to the liquid nature of these deposits. For fixed-maturity certificates of deposit, fair values are estimated by discounting expected future cash flows using market rates currently offered for deposits with similar remaining maturities. BorrowingsThe fair values of borrowings of consolidated securitization entities are based on valuation methodologies that utilize current market interest rate data, which are comparable to market quotes adjusted for our non-performance risk. Borrowings that are publicly traded securities are classified as level 2. Borrowings that are not publicly traded are classified as level 3.
The fair values of the senior unsecured notes are based on secondary market trades and other observable inputs and are classified as level 2.
NOTE 3. ACQUISITIONS AND DISPOSITIONS Ally LendingIn January 2024, we announced our agreement to acquire Ally Financial Inc.'s point of sale financing business, Ally Lending. The assets of Ally Lending at December 31, 2023 included approximately $2.2 billion of loan receivables. The transaction is expected to close in the first quarter of 2024, subject to the completion of customary closing conditions.Pets BestIn November 2023, we entered into an agreement for the sale of our wholly-owned subsidiary, Pets Best Insurance Services, LLC ("Pets Best") to Poodle Holdings, Inc. ("Buyer") for consideration comprising a combination of cash and an equity interest in Independence Pet Holdings, Inc., an affiliate of Buyer. Subject to regulatory approval and other customary closing conditions, the transaction is expected to close in the first quarter of 2024, and is expected to result in the recognition of a gain on sale. The gain amount to be recognized will be determined based upon the carrying amount of net assets of Pets Best and the final valuation of consideration to be received at closing.At December 31, 2023, $256 million in assets and $107 million in liabilities are classified as held for sale on our Consolidated Statements of Financial Position related to the planned disposition. The composition of those assets and liabilities are included in the table below.At December 31 ($ in millions)2023AssetsCash$19 Goodwill(a)87 Intangible assets, net24 Other assets(b)126 Total assets held for sale$256 LiabilitiesOther liabilities107 Total liabilities held for sale$107 _____________(a) The allocated goodwill is subject to change based upon the carrying amount of net assets of Pets Best and the final valuation of consideration to be received at closing.(b) Other assets primarily includes $93 million of restricted cash and equivalents.
Accounting & Financial Operations - Risk 6
Consolidated Statements of Cash Flows
For the years ended December 31 ($ in millions)202320222021Cash flows - operating activitiesNet earnings$2,238 $3,016 $4,221 Adjustments to reconcile net earnings to cash provided from operating activitiesProvision for credit losses5,965 3,375 726 Deferred income taxes(458)(421)219 Depreciation and amortization458 419 390 (Increase) decrease in interest and fees receivable(645)(197)424 (Increase) decrease in other assets7 21 37 Increase (decrease) in accrued expenses and other liabilities293 (93)560 All other operating activities735 574 522 Cash provided from (used for) operating activities8,593 6,694 7,099 Cash flows - investing activitiesMaturity and sales of debt securities5,011 3,984 5,080 Purchases of debt securities(3,623)(3,866)(2,990)Proceeds from sale of loan receivables- 3,930 23 Net (increase) decrease in loan receivables, including held for sale(14,900)(13,733)(6,378)All other investing activities (722)(549)(549)Cash provided from (used for) investing activities(14,234)(10,234)(4,814)Cash flows - financing activitiesBorrowings of consolidated securitization entitiesProceeds from issuance of securitized debt2,294 2,720 2,361 Maturities and repayment of securitized debt(1,257)(3,784)(2,886)Senior and subordinated unsecured notesProceeds from issuance of senior and subordinated unsecured notes740 2,235 744 Maturities and repayment of senior and subordinated unsecured notes- (1,500)(1,500)Dividends paid on preferred stock(42)(42)(42)Net increase (decrease) in deposits9,437 9,453 (534)Purchases of treasury stock(1,112)(3,320)(2,876)Dividends paid on common stock(406)(434)(500)All other financing activities(22)(44)29 Cash provided from (used for) financing activities9,632 5,284 (5,204)Increase (decrease) in cash and equivalents, including restricted and held for sale amounts3,991 1,744 (2,919)Cash and equivalents, including restricted amounts, at beginning of year10,430 8,686 11,605 Cash and equivalents at end of year:Cash and equivalents14,259 10,294 8,337 Restricted cash and equivalents included in other assets50 136 349 Cash and equivalents, including restricted amounts, held for sale112 - $- Total cash and equivalents, including restricted and held for sale amounts, at end of year$14,421 $10,430 $8,686 Supplemental disclosure of cash flow informationCash paid during the year for interest$(3,551)$(1,356)$(1,034)Cash paid during the year for income taxes$(1,125)$(1,290)$(1,112)
Accounting & Financial Operations - Risk 7
Consolidated Statements of Earnings ____________________________________________________________________________________
For the years ended December 31($ in millions, except per share data)202320222021Interest income:Interest and fees on loans (Note 5)$19,902 $16,881 $15,228 Interest on cash and debt securities808 265 43 Total interest income20,710 17,146 15,271 Interest expense:Interest on deposits2,952 1,008 566 Interest on borrowings of consolidated securitization entities340 196 169 Interest on senior and subordinated unsecured notes419 317 297 Total interest expense3,711 1,521 1,032 Net interest income16,999 15,625 14,239 Retailer share arrangements(3,661)(4,331)(4,528)Provision for credit losses (Note 5)5,965 3,375 726 Net interest income, after retailer share arrangements and provision for credit losses7,373 7,919 8,985 Other income:Interchange revenue1,031 982 880 Protection product revenue510 387 284 Loyalty programs(1,370)(1,257)(992)Other118 268 309 Total other income289 380 481 Other expense:Employee costs1,884 1,681 1,501 Professional fees842 832 782 Marketing and business development 527 487 486 Information processing 712 623 550 Other 793 714 644 Total other expense 4,758 4,337 3,963 Earnings before provision for income taxes2,904 3,962 5,503 Provision for income taxes (Note 15)666 946 1,282 Net earnings$2,238 $3,016 $4,221 Net earnings available to common stockholders$2,196 $2,974 $4,179 Earnings per shareBasic$5.21 $6.19 $7.40 Diluted$5.19 $6.15 $7.34
Accounting & Financial Operations - Risk 8
Consolidated Statements of Comprehensive Income
For the years ended December 31 ($ in millions)202320222021Net earnings$2,238 $3,016 $4,221 Other comprehensive income (loss)Debt securities60 (97)(21)Currency translation adjustments - (12)(4)Employee benefit plans(3)53 7 Other comprehensive income (loss)57 (56)(18)Comprehensive income$2,295 $2,960 $4,203
Amounts presented net of taxes.
Accounting & Financial Operations - Risk 9
Consolidated Statements of Financial Position
At December 31 ($ in millions)20232022Assets Cash and equivalents$14,259 $10,294 Debt securities (Note 4)3,799 4,879 Loan receivables: (Notes 5 and 6)Unsecuritized loans held for investment81,554 72,638 Restricted loans of consolidated securitization entities21,434 19,832 Total loan receivables102,988 92,470 Less: Allowance for credit losses (10,571)(9,527)Loan receivables, net92,417 82,943 Goodwill (Note 7)1,018 1,105 Intangible assets, net (Note 7)815 742 Other assets4,915 4,601 Assets held for sale (Note 3)256 - Total assets$117,479 $104,564 Liabilities and EquityDeposits: (Note 8)Interest-bearing deposit accounts$80,789 $71,336 Non-interest-bearing deposit accounts364 399 Total deposits81,153 71,735 Borrowings: (Notes 6 and 9)Borrowings of consolidated securitization entities7,267 6,227 Senior and subordinated unsecured notes8,715 7,964 Total borrowings15,982 14,191 Accrued expenses and other liabilities6,334 5,765 Liabilities held for sale (Note 3)107 - Total liabilities$103,576 $91,691 Equity:Preferred stock, par share value $0.001 per share; 750,000 shares authorized; 750,000 shares issued and outstanding at both December 31, 2023 and 2022 and aggregate liquidation preference of $750 at both December 31, 2023 and 2022$734 $734 Common stock, par share value 0.001 per share; 4,000,000,000 shares authorized; 833,984,684 shares issued at both December 31, 2023 and 2022; 406,875,775 and 438,216,755 shares outstanding at December 31, 2023 and 2022, respectively1 1 Additional paid-in capital9,775 9,718 Retained earnings18,662 16,716 Accumulated other comprehensive income (loss):Debt securities(33)(93)Currency translation adjustments(38)(38)Employee benefit plans3 6 Treasury stock, at cost; 427,108,909 and 395,767,929 shares at December 31, 2023 and 2022, respectively(15,201)(14,171)Total equity13,903 12,873 Total liabilities and equity$117,479 $104,564
Debt & Financing5 | 15.2%
Debt & Financing - Risk 1
Failure by Synchrony and the Bank to meet applicable capital adequacy and liquidity requirements could have a material adverse effect on us.
Synchrony and the Bank must meet rules for capital adequacy as discussed in "Regulation-Regulation Relating to Our Business." As a stand-alone savings and loan holding company, Synchrony is subject to capital requirements similar to those that apply to the Bank.
Synchrony and the Bank may be subject to increasingly stringent capital adequacy standards in the future. For instance, because Synchrony had, as of March 31, 2023, $100 billion or more in average total consolidated assets based on a four quarter average, Synchrony will become subject to biennial supervisory stress tests, a formal capital plan submission requirement, and the stress capital buffer following applicable transition periods. See "Regulation-Regulation Relating to Our Business- Savings and Loan Holding Company Regulation-Capital" and "Regulation-Regulation Relating to Our Business- Savings and Loan Holding Company Regulation-Dividends and Stock Repurchases." Once Synchrony becomes subject to supervisory stress tests, a formal capital plan submission requirement, and/or the stress capital buffer, Synchrony could be subject to additional restrictions on its ability to return capital to shareholders. In addition, in July 2023 the federal banking agencies proposed changes to the capital requirements of banking organizations that have $100 billion or more in total assets. See "Regulation-Regulation Relating to Our Business- Savings and Loan Holding Company Regulation-Capital. To the extent the proposed changes are finalized and adopted, they would likely increase our regulatory capital requirements, which may decrease our return on equity and could result in limitations on our ability to pay dividends or repurchase our stock.
If Synchrony or the Bank fails to meet current or future minimum capital, leverage or other financial requirements, its operations, results of operations and financial condition could be materially adversely affected. Among other things, failure by Synchrony or the Bank to maintain its status as "well capitalized" (or otherwise meet current or future minimum capital, leverage or other financial requirements) could compromise our competitive position and result in restrictions imposed by the Federal Reserve Board or the OCC, including, potentially, on the Bank's ability to engage in certain activities. These could include restrictions on the Bank's ability to enter into transactions with affiliates, accept brokered deposits, grow its assets, engage in material transactions, extend credit in certain highly leveraged transactions, amend or change its charter, bylaws or accounting methods, pay interest on its liabilities without regard to regulatory caps on the rates that may be paid on deposits, and pay dividends or repurchase stock. In addition, failure to maintain the well capitalized status of the Bank could result in our having to invest additional capital in the Bank, which could in turn require us to raise additional capital. The market and demand for, and cost of, our asset-backed securities also could be adversely affected by failure to meet current or future capital requirements.
Synchrony must also continue to comply with regulatory requirements related to the maintenance, management, monitoring and reporting of liquidity as discussed in "Regulation-Regulation Relating to Our Business." Under the Tailoring Rules, enhanced prudential standards with respect to liquidity management apply to covered savings and loan holding companies with $100 billion or more in average total consolidated assets, based on a four quarter average. See "Regulation-Regulation Relating to Our Business-Legislative and Regulatory Developments." Because Synchrony met the four-quarter average total consolidated assets threshold as of March 31, 2023, such requirements will apply to us in the future after a transition period, which could cause our results of operations and financial condition to be materially adversely affected.
Debt & Financing - Risk 2
Note 4. Debt securities
All of our debt securities are classified as available-for-sale and are held to meet our liquidity objectives or to comply with the Community Reinvestment Act ("CRA"). Our debt securities consist of the following: December 31, 2023December 31, 2022GrossGrossGrossGrossAmortizedunrealizedunrealizedEstimatedAmortizedunrealizedunrealizedEstimated ($ in millions)costgainslossesfair valuecostgainslossesfair valueU.S. government and federal agency$2,264 $1 $(1)$2,264 $3,917 $- $(53)$3,864 State and municipal10 - - 10 10 - - 10 Residential mortgage-backed(a)392 - (38)354 467 - (49)418 Asset-backed(b)1,167 4 (8)1,163 599 - (19)580 Other8 - - 8 8 - (1)7 Total(c)$3,841 $5 $(47)$3,799 $5,001 $- $(122)$4,879 _____________(a) All of our residential mortgage-backed securities have been issued by government-sponsored entities and are collateralized by U.S. mortgages. (b) Our asset-backed securities are collateralized by credit card and auto loans.(c) At December 31, 2023 and 2022, the estimated fair value of debt securities pledged by the Bank as collateral to the Federal Reserve to secure Federal Reserve discount window advances was $360 million and $100 million, respectively.The following table presents the estimated fair values and gross unrealized losses of our available-for-sale debt securities: In loss position forLess than 12 months12 months or moreGrossGrossEstimatedunrealizedEstimatedunrealized ($ in millions)fair valuelossesfair valuelossesAt December 31, 2023U.S. government and federal agency$495 $- $399 $(1)State and municipal- - 9 - Residential mortgage-backed1 - 346 (38)Asset-backed171 - 244 (8)Other- - 8 - Total$667 $- $1,006 $(47)At December 31, 2022U.S. government and federal agency$3,032 $(30)$638 $(23)State and municipal5 - 5 - Residential mortgage-backed316 (31)101 (18)Asset-backed230 - 348 (19)Other7 (1)- - Total$3,590 $(62)$1,092 $(60)We regularly review debt securities for impairment resulting from credit loss using both qualitative and quantitative criteria, as necessary based on the composition of the portfolio at period end. Based on our assessment, no material impairments for credit losses were recognized during the period.We presently do not intend to sell our debt securities that are in an unrealized loss position and believe that it is not more likely than not that we will be required to sell these securities before recovery of our amortized cost.
Contractual Maturities of Investments in Available-for-Sale Debt Securities AmortizedEstimated WeightedAt December 31, 2023 ($ in millions)costfair valueAverage yield(a)Due Within one year$2,745 $2,738 4.5 %After one year through five years$719 $722 5.3 %After five years through ten years$179 $167 1.8 %After ten years$198 $172 2.0 %______________________(a)Weighted average yield is calculated based on the amortized cost of each security. In calculating yield, no adjustment has been made with respect to any tax-exempt obligations.All securities are presented above based upon contractual maturity date, except our asset-backed securities which are allocated based upon expected final payment date. We expect actual maturities to differ from contractual maturities because borrowers have the right to prepay certain obligations. There were no material realized gains or losses recognized for the years ended December 31, 2023, 2022 and 2021.
Although we generally do not have the intent to sell any specific securities held at December 31, 2023, in the ordinary course of managing our debt securities portfolio, we may sell securities prior to their maturities for a variety of reasons, including diversification, credit quality, yield, liquidity requirements and funding obligations.
Debt & Financing - Risk 3
Note 5. Loan receivables and allowance for credit losses
At December 31 ($ in millions)20232022Credit cards$97,043 $87,630 Consumer installment loans3,977 3,056 Commercial credit products1,839 1,682 Other 129 102 Total loan receivables, before allowance for credit losses(a)(b)(c)$102,988 $92,470 _______________________(a)Total loan receivables include $21.4 billion and $19.8 billion of restricted loans of consolidated securitization entities at December 31, 2023 and 2022, respectively. See Note 6. Variable Interest Entities for further information on these restricted loans. (b)At December 31, 2023 and 2022, loan receivables included deferred costs, net of deferred income, of $213 million and $237 million, respectively(c)At December 31, 2023, $22.4 billion of loan receivables were pledged by the Bank as collateral to the Federal Reserve to secure Federal Reserve discount window advances. Allowance for Credit Losses(a)(b) ($ in millions)Balance at January 1, 2023Impact of ASU 2022-02 AdoptionPost-Adoption Balance at January 1, 2023Provision charged to operations(c)Gross charge-offsRecoveriesBalance at December 31, 2023Credit cards$9,225 $(294)$8,931 $5,536 $(5,263)$952 $10,156 Consumer installment loans208 1 209 259 (218)29 279 Commercial credit products87 (1)86 164 (128)9 131 Other7 - 7 (1)(1)- 5 Total$9,527 $(294)$9,233 $5,958 $(5,610)$990 $10,571 ($ in millions)Balance at January 1, 2022Provision charged to operationsGross charge-offsRecoveriesOtherBalance at December 31, 2022Credit cards$8,512 $3,105 $(3,202)$810 $- $9,225 Consumer installment loans115 173 (97)17 - 208 Commercial credit products59 91 (70)7 - 87 Other2 6 (1)- - 7 Total$8,688 $3,375 $(3,370)$834 $- $9,527 ($ in millions)Balance at January 1, 2021Provision charged to operationsGross charge-offsRecoveriesOtherBalance at December 31, 2021Credit cards$10,076 $671 $(3,056)$821 $- $8,512 Consumer installment loans127 25 (55)17 1 115 Commercial credit products61 28 (36)6 - 59 Other1 2 (1)- - 2 Total$10,265 $726 $(3,148)$844 $1 $8,688 _______________________(a)The allowance for credit losses at December 31, 2023, 2022 and 2021 reflects our estimate of expected credit losses for the life of the loan receivables on our Consolidated Statements of Financial Position at December 31, 2023, 2022 and 2021, which include the consideration of current and expected macroeconomic conditions that existed at those dates.(b)Comparative information is presented in accordance with the applicable accounting standards in effect prior to the adoption of ASU 2022-02.(c)Provision for credit losses in the Consolidated Statements of Earnings for the year ended December 31, 2023 includes $7 million associated with a forward loan portfolio purchase recorded in Accrued expenses and other liabilities in the Consolidated Statements of Financial Position.The reasonable and supportable forecast period used in our estimate of credit losses at December 31, 2023 was 12 months, consistent with the forecast period utilized since the adoption of CECL. Beyond the reasonable and supportable forecast period, we revert to historical loss information at the loan receivables segment level over a 6-month period, gradually increasing the weight of historical losses by an equal amount each month during the reversion period, and utilize historical loss information thereafter for the remaining life of the portfolio. The reversion period and methodology remain unchanged since the adoption of CECL.Losses on loan receivables, including those which are modified for borrowers experiencing financial difficulty, are estimated and recognized upon origination of the loan, based on expected credit losses for the life of the loan balance at December 31, 2023. Expected credit loss estimates are developed using both quantitative models and qualitative adjustments, and incorporates a macroeconomic forecast. The current and forecasted economic conditions at the balance sheet date influenced our current estimate of expected credit losses, which reflects our expectations of the macroeconomic environment. We continue to experience a decrease in payment rates and an increase in delinquencies and net charge-offs during the year ended December 31, 2023. We expect net charge-offs to continue to increase. These conditions are reflected in our current estimate of expected credit losses, which remain generally consistent with the prior quarter. Our allowance for credit losses increased to $10.6 billion during the year ended December 31, 2023 primarily due to growth in loan receivables, partially offset by the reserve reduction associated with the adoption of ASU 2022-02. See Note 2. Basis of Presentation and Summary of Significant Accounting Policies for additional information on our significant accounting policies related to our allowance for credit losses.
Delinquent and Non-accrual LoansThe following table provides information on our delinquent and non-accrual loans:At December 31, 2023 ($ in millions)30-89 days delinquent90 or more days delinquentTotal past due90 or more days delinquent and accruingTotal non-accruingCredit cards$2,375 $2,290 $4,665 $2,290 $- Consumer installment loans96 23 119 - 23 Commercial credit products61 40 101 40 - Total delinquent loans$2,532 $2,353 $4,885 $2,330 $23 Percentage of total loan receivables2.5 %2.3 %4.7 %2.3 %- %At December 31, 2022 ($ in millions)30-89 days delinquent90 or more days delinquentTotal past due90 or more days delinquent and accruingTotal non-accruingCredit cards$1,710 $1,516 $3,226 $1,516 $- Consumer installment loans61 14 75 - 14 Commercial credit products44 32 76 32 - Total delinquent loans$1,815 $1,562 $3,377 $1,548 $14 Percentage of total loan receivables2.0 %1.7 %3.7 %1.7 %- %Consumer Installment Loans by Origination YearBy origination yearAt or for the year endedDecember 31, 2023 ($ in millions)20232022202120202019PriorTotalAmortized cost basis$2,097 $931 $541 $312 $69 $27 $3,977 30-89 days delinquent$44 $25 $15 $9 $2 $1 $96 90 or more days delinquent$11 $6 $4 $2 $- $- $23 Current period gross charge-offs$65 $84 $42 $19 $5 $3 $218 By origination yearAt December 31, 2022 ($ in millions)20222021202020192018PriorTotalAmortized cost basis$1,441 $868 $535 $135 $58 $19 $3,056 30-89 days delinquent$26 $18 $12 $3 $1 $1 $61 90 or more days delinquent$6 $5 $2 $1 $- $- $14 Delinquency trends are the primary credit quality indicator for our consumer installment loans, which we use to monitor credit quality and risk within the portfolio. Loan Modifications to Borrowers Experiencing Financial DifficultySee Note 2. Basis of Presentation and Summary of Significant Accounting Policies - Allowance for Credit Losses - Loan Modifications to Borrowers Experiencing Financial Difficulty for additional information on our significant accounting policies related to loan modifications to borrowers experiencing financial difficulty. Year ended December 31, 2023The Company adopted ASU 2022-02 as of January 1, 2023 on a modified retrospective basis through a cumulative adjustment to retained earnings. The new guidance is applicable for all loans modified to borrowers experiencing financial difficulties as of the beginning of 2023. The following table provides information on our loan modifications to borrowers experiencing financial difficulty during the period presented, which do not include loans that are classified as loan receivables held for sale:
Year ended December 31, 2023($ in millions)Amount% of Loan ReceivablesLong-term modificationsCredit cards$1,573 1.6 %Consumer installment loans- - %Commercial credit products6 0.3 %Short-term modificationsCredit cards628 0.6 %Consumer installment loans- - %Commercial credit products1 - %Total$2,208 2.1 %Financial Effects of Loan Modifications to Borrowers Experiencing Financial DifficultyAs part of our loan modifications to borrowers experiencing financial difficulty, we may provide multiple concessions to minimize our economic loss and improve long-term loan performance and collectability. For long-term modifications made in the year ended December 31, 2023, the financial effect of these modifications reduced the weighted-average interest rates by 97%. For short-term modifications made in the year ended December 31, 2023, unpaid balances of $186 million were forgiven.Performance of Loans Modified to Borrowers Experiencing Financial DifficultyThe following table provides information on the performance of loans modified to borrowers experiencing financial difficulty which have been modified subsequent to January 1, 2023 and remain in a modification program at December 31, 2023:Amortized cost basisAt December 31, 2023 ($ in millions)Current30-89 days delinquent90 or more days delinquentTotal past due(a)Long-term modificationsCredit cards$861 $180 $141 $321 Consumer installment loans- - - - Commercial credit products2 1 1 2 Short-term modificationsCredit cards53 32 41 73 Consumer installment loans- - - - Commercial credit products- - - - Total delinquent modified loans$916 $213 $183 $396 Percentage of total loan receivables0.9 %0.2 %0.2 %0.4 %___________________(a) Once a loan has been modified, it only returns to current status (re-aged) after three consecutive monthly program payments are received post the modification date.
Payment DefaultsThe following table presents the type, number and amount of loans to borrowers experiencing financial difficulty that enrolled in a long-term modification program during the year ended December 31, 2023 and experienced a payment default and charged-off during the year:Year ended December 31, 2023($ in millions, accounts in thousands)Accounts defaultedLoans defaultedCredit cards96 $233 Consumer installment loans- - Commercial credit products- 2 Total96 $235 Of the loans modified to borrowers experiencing financial difficulty that enrolled in a short-term modification program in the year ended December 31, 2023, 54% have fully completed all required payments and successfully exited the program during the year ended December 31, 2023.Year ended December 31, 2022Troubled Debt RestructuringsUnder our modified retrospective adoption of ASU 2022-02, the following information on loan modifications for periods prior to January 1, 2023 are presented in accordance with the applicable accounting standards in effect at that time. The following table provides information on our TDR loan modifications during the prior year period presented:For the year ended December 31 ($ in millions)2022Credit cards$993 Consumer installment loans- Commercial credit products3 Total$996 Prior to January 1, 2023, our allowance for credit losses on TDRs was generally measured based on the difference between the recorded loan receivable and the present value of the expected future cash flows, discounted at the original effective interest rate of the loan. Interest income from loans accounted for as TDRs was accounted for in the same manner as other accruing loans. The following table provides information about loans classified as TDRs and specific reserves at December 31, 2022. We do not evaluate credit card loans on an individual basis but instead estimate an allowance for credit losses on a collective basis.At December 31, 2022 ($ in millions)Total recordedinvestmentRelated allowanceNet recorded investmentUnpaid principal balanceCredit cards$1,355 $(600)$755 $1,206 Consumer installment loans- - - - Commercial credit products4 (2)2 4 Total$1,359 $(602)$757 $1,210
Financial Effects of TDRsThe following table presents the types and financial effects of loans modified and accounted for as TDRs during the prior year periods presented. Years ended December 31,20222021($ in millions)Interest income recognized during period when loans were modifiedInterest income that would have been recorded with original termsAverage recorded investmentInterest income recognized during period when loans were modifiedInterest income that would have been recorded with original termsAverage recorded investmentCredit cards$36 $321 $1,231 $39 $311 $1,222 Consumer installment loans- - - - - - Commercial credit products- 1 4 - 1 4 Total$36 $322 $1,235 $39 $312 $1,226 Payment DefaultsThe following table presents the type, number and amount of loans accounted for as TDRs that enrolled in a modification program within the previous 12 months from the applicable balance sheet date and experienced a payment default and charged-off during the prior year periods presented. Years ended December 31,20222021($ in millions, accounts in thousands)Accounts defaultedLoans defaultedAccounts defaultedLoans defaultedCredit cards60 $134 41 $103 Consumer installment loans- - - - Commercial credit products- 1 - - Total60 $135 41 $103 Credit Quality IndicatorsOur loan receivables portfolio includes both secured and unsecured loans. Secured loan receivables are largely comprised of consumer installment loans secured by equipment. Unsecured loan receivables are largely comprised of our open-ended consumer and commercial revolving credit card loans. As part of our credit risk management activities, on an ongoing basis, we assess overall credit quality by reviewing information related to the performance of a customer's account with us, including delinquency information, as well as information from credit bureaus relating to the customer's broader credit performance. We utilize VantageScore credit scores to assist in our assessment of credit quality. VantageScore credit scores are obtained at origination of the account and are refreshed, at a minimum quarterly, but could be as often as weekly, to assist in predicting customer behavior. We categorize these credit scores into the following three credit score categories: (i) 651 or higher, which are considered the strongest credits; (ii) 591 to 650, considered moderate credit risk; and (iii) 590 or less, which are considered weaker credits. There are certain customer accounts for which a VantageScore score is not available where we use alternative sources to assess their credit quality and predict behavior. The following table provides the most recent VantageScore scores available for our customers at December 31, 2023 and 2022, respectively, as a percentage of each class of loan receivable. The table below excludes 0.3% and 0.4% of our total loan receivables balance at both December 31, 2023 and 2022, respectively, which represents those customer accounts for which a VantageScore score is not available. At December 3120232022651 or591 to590 or651 or591 to590 orhigher650 lesshigher650 lessCredit cards72 %19 %9 %74 %19 %7 %Consumer installment loans76 %17 %7 %77 %17 %6 %Commercial credit products 83 %10 %7 %88 %6 %6 %
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 $427 billion and $417 billion at December 31, 2023 and 2022, respectively. While these amounts represented the total available unused credit card lines, we have not experienced and do not anticipate that all of our customers will access their entire available line at any given point in time. Interest Income by ProductThe following table provides additional information about our interest and fees on loans, including merchant discounts, from our loan receivables, including held for sale: For the years ended December 31 ($ in millions)202320222021Credit cards(a)$19,341 $16,471 $14,880 Consumer installment loans401 287 241 Commercial credit products150 117 103 Other10 6 4 Total(b)$19,902 $16,881 $15,228 _______________________(a)Interest income on credit cards that was reversed related to accrued interest and fees receivables written off was $1.8 billion, $1.1 billion and $1.0 billion for the years ended December 31, 2023, 2022 and 2021, respectively.(b)Deferred merchant discounts to be recognized in interest income at December 31, 2023 and December 31, 2022, were $1.9 billion and $1.7 billion, respectively, which are included in Accrued expenses and other liabilities in our Consolidated Statements of Financial Position.
Debt & Financing - Risk 4
Note 6. 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 of these VIEs in the years ended December 31, 2023 and 2022. Our VIEs are able to accept new loan receivables and arrange new asset-backed financings, consistent with the requirements and limitations on such activities placed on the VIE by existing investors. Once an account has been designated to a VIE, the contractual arrangements we have require all existing and future loan receivables originated under such account to be transferred to the VIE. The amount of loan receivables held by our VIEs in excess of the minimum amount required under the asset-backed financing arrangements with investors may be removed by us under removal of accounts provisions. All loan receivables held by a VIE are subject to claims of third-party investors. In evaluating whether we have the power to direct the activities of a VIE that most significantly impact its economic performance, we consider the purpose for which the VIE was created, the importance of each of the activities in which it is engaged and our decision-making role, if any, in those activities that significantly determine the entity's economic performance as compared to other economic interest holders. This evaluation requires consideration of all facts and circumstances relevant to decision-making that affects the entity's future performance and the exercise of professional judgment in deciding which decision-making rights are most important. In determining whether we have the right to receive benefits or the obligation to absorb losses that could potentially be significant to a VIE, we evaluate all of our economic interests in the entity, regardless of form (debt, equity, management and servicing fees, and other contractual arrangements). This evaluation considers all relevant factors of the entity's design, including: the entity's capital structure, contractual rights to earnings or losses, subordination of our interests relative to those of other investors, as well as any other contractual arrangements that might exist that could have the potential to be economically significant. The evaluation of each of these factors in reaching a conclusion about the potential significance of our economic interests is a matter that requires the exercise of professional judgment. We consolidate VIEs where we have the power to direct the activities that significantly affect the VIEs' economic performance, typically because of our role as either servicer or administrator for the VIEs. The power to direct exists because of our role in the design and conduct of the servicing of the VIEs' assets as well as directing certain affairs of the VIEs, including determining whether and on what terms debt of the VIEs will be issued. The loan receivables in these entities have risks and characteristics similar to our other financing receivables and were underwritten to the same standard. Accordingly, the performance of these assets has been similar to our other comparable loan receivables, and the blended performance of the pools of receivables in these entities reflects the eligibility criteria that we apply to determine which receivables are selected for transfer. Contractually, the cash flows from these financing receivables must first be used to pay third-party debt holders, as well as other expenses of the entity. Excess cash flows, if any, are available to us. The creditors of these entities have no claim on our other assets.
The table below summarizes the assets and liabilities of our consolidated securitization VIEs described above.At December 31 ($ in millions)20232022Assets Loan receivables, net(a)$19,537 $18,015 Other assets(b)47 61 Total$19,584 $18,076 LiabilitiesBorrowings$7,267 $6,227 Other liabilities31 23 Total$7,298 $6,250 _______________________(a) Includes $1.9 billion and $1.8 billion of related allowance for credit losses resulting in gross restricted loans of $21.4 billion and $19.8 billion at December 31, 2023 and 2022, respectively.(b) Includes $45 million and $56 million of segregated funds held by the VIEs at December 31, 2023 and 2022, respectively, which are classified as restricted cash and equivalents and included as a component of Other assets in our Consolidated Statements of Financial Position. The balances presented above are net of intercompany balances and transactions that are eliminated in our consolidated financial statements. We provide servicing for all of our consolidated VIEs. Collections are required to be placed into segregated accounts owned by each VIE in amounts that meet contractually specified minimum levels. These segregated funds are invested in cash and cash equivalents and are restricted as to their use, principally to pay maturing principal and interest on debt and the related servicing fees. Collections above these minimum levels are remitted to us on a daily basis.Income (principally, interest and fees on loans) earned by our consolidated VIEs was $3.9 billion, $3.7 billion and $4.1 billion for the years ended December 31, 2023, 2022 and 2021, respectively. Related expenses consisted primarily of provision for credit losses of $857 million, $365 million and $(105) million for the years ended December 31, 2023, 2022 and 2021, respectively, and interest expense of $340 million, $196 million and $169 million for the years ended December 31, 2023, 2022 and 2021, respectively. These amounts do not include intercompany transactions, principally fees and interest, which are eliminated in our consolidated financial statements. Non-consolidated VIEsAs part of our community reinvestment initiatives, we invest in affordable housing properties and receive affordable housing tax credits for these investments. These investments included in our Consolidated Statements of Financial Position totaled $736 million and $557 million at December 31, 2023 and December 31, 2022, respectively, and represents our total exposure for these entities. Additionally, we have other investments in non-consolidated VIEs which totaled $252 million and $230 million at December 31, 2023 and 2022, respectively. At December 31, 2023, the Company also has investment commitments of $188 million related to these investments.For the years ended December 31, 2023 and 2022, we recognized amortization of $71 million and $44 million, respectively, and tax credits and other tax benefits of $90 million and $56 million, respectively, associated with investments in affordable housing properties within income tax expense or benefit.
Debt & Financing - Risk 5
Note 16. Parent company financial information
The following tables present parent company financial statements for Synchrony Financial. At December 31, 2023, restricted net assets of our subsidiaries were $12.4 billion.Condensed Statements of EarningsFor the years ended December 31 ($ in millions)202320222021Interest income:Interest income from subsidiaries$355 $134 $67 Interest on cash and debt securities34 8 1 Total interest income389 142 68 Interest expense:Interest on senior unsecured notes335 279 264 Total interest expense335 279 264 Net interest income (expense)54 (137)(196)Dividends from bank subsidiaries1,450 3,150 2,600 Dividends from nonbank subsidiaries102 290 147 Other income135 122 327 Other expense202 177 292 Earnings before benefit from income taxes1,539 3,248 2,586 Benefit from income taxes(16)(46)(26)Equity in undistributed net earnings (loss) of subsidiaries683 (278)1,609 Net earnings$2,238 $3,016 $4,221 Comprehensive income$2,295 $2,960 $4,203 Condensed Statements of Financial PositionAt December 31 ($ in millions)20232022AssetsCash and equivalents$3,214 $3,287 Debt securities49 60 Investments in and amounts due from subsidiaries(a)18,285 16,338 Goodwill25 59 Other assets337 326 Total assets$21,910 $20,070 Liabilities and EquityAmounts due to subsidiaries$316 $287 Senior unsecured notes7,221 6,473 Accrued expenses and other liabilities 470 437 Total liabilities8,007 7,197 Equity:Total equity13,903 12,873 Total liabilities and equity$21,910 $20,070 _____________(a) Includes investments in and amounts due from bank subsidiaries of $14.0 billion and $12.4 billion at December 31, 2023 and 2022, respectively.
Condensed Statements of Cash FlowsFor the years ended December 31 ($ in millions)202320222021Cash flows - operating activities Net earnings$2,238 $3,016 $4,221 Adjustments to reconcile net earnings to cash provided from operating activitiesDeferred income taxes9 (1)34 (Increase) decrease in other assets 19 (28)(117)Increase (decrease) in accrued expenses and other liabilities21 (4)26 Equity in undistributed net (earnings) loss of subsidiaries(683)278 (1,609)All other operating activities101 28 106 Cash provided from (used for) operating activities1,705 3,289 2,661 Cash flows - investing activities Net (increase) decrease in investments in and amounts due from subsidiaries(898)265 645 Maturity and sales of debt securities14 21 44 Purchases of debt securities- - (5)All other investing activities(45)(6)(132)Cash provided from (used for) investing activities(929)280 552 Cash flows - financing activities Senior unsecured notesProceeds from issuance of senior unsecured notes740 745 744 Maturities and repayment of senior unsecured notes- (750)(750)Dividends paid on preferred stock(42)(42)(42)Purchases of treasury stock(1,112)(3,320)(2,876)Dividends paid on common stock(406)(434)(500)Increase (decrease) in amounts due to subsidiaries(7)14 4 All other financing activities(22)(41)32 Cash provided from (used for) financing activities(849)(3,828)(3,388)Increase (decrease) in cash and equivalents(73)(259)(175)Cash and equivalents at beginning of year3,287 3,546 3,721 Cash and equivalents at end of year$3,214 $3,287 $3,546
Legal & Regulatory
Total Risks: 10/33 (30%)Above Sector Average
Regulation8 | 24.2%
Regulation - Risk 1
Note 11. 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.The Company elected to adopt the option provided by the interim final rule issued by joint federal bank regulatory agencies, which largely delayed the effects of CECL on its regulatory capital. Beginning in the first quarter of 2022, the effects are being phased-in over a three-year period through 2024 and will be fully phased-in beginning in the first quarter of 2025. Under the interim final rule, the amount of adjustments to regulatory capital deferred until the phase-in period included both the initial impact of our adoption of CECL at January 1, 2020 and 25% of subsequent changes in our allowance for credit losses during the two-year period ended December 31, 2021, collectively the "CECL regulatory capital transition adjustment". At December 31, 2023 only 50% of the CECL regulatory capital transition adjustment is deferred in our regulatory capital amounts and ratios, as compared to 75% at December 31, 2022.At December 31, 2023 and 2022, Synchrony Financial met all applicable requirements to be deemed well-capitalized pursuant to Federal Reserve Board regulations. At December 31, 2023 and 2022, 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 December 31, 2023 that management believes have changed the Company's or the Bank's capital category.
The actual capital amounts, ratios and the applicable required minimums of the Company and the Bank are as follows: Synchrony FinancialAt December 31, 2023 ($ in millions)ActualMinimum for capital adequacy purposesAmountRatio(a)AmountRatio(b)Total risk-based capital$15,464 14.9 %$8,277 8.0 %Tier 1 risk-based capital$13,334 12.9 %$6,208 6.0 %Tier 1 leverage$13,334 11.7 %$4,563 4.0 %Common equity Tier 1 capital$12,600 12.2 %$4,656 4.5 %At December 31, 2022 ($ in millions)Actual(c)Minimum for capital adequacy purposesAmountRatio(a)AmountRatio(b)Total risk-based capital$14,253 15.5 %$7,369 8.0 %Tier 1 risk-based capital$13,026 14.1 %$5,527 6.0 %Tier 1 leverage$13,026 12.7 %$4,096 4.0 %Common equity Tier 1 capital$12,292 13.3 %$4,145 4.5 %Synchrony BankAt December 31, 2023 ($ in millions)ActualMinimum for capital adequacy purposesMinimum to be well-capitalized under prompt corrective action provisionsAmountRatio(a)AmountRatio(b)AmountRatioTotal risk-based capital$14,943 15.3 %$7,822 8.0 %$9,778 10.0 %Tier 1 risk-based capital$12,880 13.2 %$5,867 6.0 %$7,822 8.0 %Tier 1 leverage$12,880 12.0 %$4,302 4.0 %$5,377 5.0 %Common equity Tier 1 capital$12,880 13.2 %$4,400 4.5 %$6,356 6.5 %At December 31, 2022 ($ in millions)Actual(c)Minimum for capital adequacy purposesMinimum to be well-capitalized under prompt corrective action provisionsAmountRatio(a)AmountRatio(b)AmountRatioTotal risk-based capital$13,860 16.1 %$6,881 8.0 %$8,601 10.0 %Tier 1 risk-based capital$12,714 14.8 %$5,161 6.0 %$6,881 8.0 %Tier 1 leverage$12,714 13.3 %$3,812 4.0 %$4,765 5.0 %Common equity Tier 1 capital$12,714 14.8 %$3,870 4.5 %$5,591 6.5 %_______________________(a)Capital ratios are calculated based on the Basel III Standardized Approach rules. Capital amounts and ratios at December 31, 2023 in the above tables reflect the applicable CECL regulatory capital transition adjustment.(b)At December 31, 2023 and 2022, Synchrony Financial and the Bank also must maintain a capital conservation buffer of common equity Tier 1 capital in excess of minimum risk-based capital ratios by at least 2.5 percentage points to avoid limits on capital distributions and certain discretionary bonus payments to executive officers and similar employees.(c)Prior period amounts have been recast to reflect the change in presentation of contract costs related to our retailer partner agreements on our Consolidated Statements of Financial Condition. See Note 2. Basis of Presentation and Summary of Significant Accounting Policies to our consolidated financial statements for additional information.
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.
Regulation - Risk 2
Evaluation of Disclosure Controls and Procedures
Under the direction of our Chief Executive Officer and Chief Financial Officer, we evaluated the effectiveness of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act), and based on such evaluation, our Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures were effective as of December 31, 2023.
Regulation - Risk 3
Our use of third-party vendors and our other ongoing third-party business relationships are subject to increasing regulatory requirements and attention.
We regularly use third-party vendors and subcontractors as part of our business. We also have substantial ongoing business relationships with our partners and other third parties. These types of third-party relationships are subject to increasingly demanding regulatory requirements and attention by our federal bank regulators (the Federal Reserve Board, the OCC and the FDIC) and our consumer financial services regulator (the CFPB). Regulatory guidance requires us to enhance our due diligence, ongoing monitoring and control over our third-party vendors and subcontractors and other ongoing third-party business relationships, including with our partners. In certain cases, we may be required to renegotiate our agreements with these vendors and/or their subcontractors to meet these enhanced requirements, which could increase our costs. These regulatory expectations may change, and potentially become more rigorous in certain ways, due to an interagency effort to replace existing guidance on the risk management of third-party relationships with new guidance. We expect that our regulators will hold us responsible for deficiencies in our oversight and control of our third-party relationships and in the performance of the parties with which we have these relationships. As a result, if our regulators conclude that we have not exercised adequate oversight and control over our third-party vendors and subcontractors or other ongoing third-party business relationships, or that such third parties have not performed appropriately, we could be subject to enforcement actions, including the imposition of civil money penalties or other administrative or judicial penalties or fines as well as requirements for customer remediation.
Regulation - Risk 4
Failure to comply with anti-money laundering and anti-terrorism financing laws could have significant adverse consequences for us.
We maintain an enterprise-wide program designed to enable us to comply with all applicable anti-money laundering and anti-terrorism financing laws and regulations, including, but not limited to, the Bank Secrecy Act and the Patriot Act. This program includes policies, procedures, processes and other internal controls designed to identify, monitor, manage and mitigate the risk of money laundering or terrorist financing posed by our products, services, customers and geographic locale. These controls include procedures and processes to detect and report suspicious transactions, perform customer due diligence, respond to requests from law enforcement, identify and verify a legal entity customer's beneficial owner(s) at the time a new account is opened and to understand the nature and purpose of the customer relationship, and meet all recordkeeping and reporting requirements related to particular transactions involving currency or monetary instruments. We cannot be sure our programs and controls will be effective to ensure our compliance with all applicable anti-money laundering and anti-terrorism financing laws and regulations, and our failure to comply could subject us to significant sanctions, fines, penalties and reputational harm, all of which could have a material adverse effect on our business, results of operations and financial condition.
Regulation - Risk 5
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.
We are limited in our ability to pay dividends and repurchase our common stock by the Federal Reserve Board, which has broad authority to review our capital planning and risk management processes, and our current, projected and stressed capital levels, and to object to any capital action that the Federal Reserve Board considers to be unsafe or unsound. In addition, the declaration and amount of any future dividends to holders of our common stock or stock repurchases will be at the discretion of the Board of Directors and will depend on many factors, including our financial condition, earnings, capital and liquidity position, including the Bank, applicable regulatory requirements, corporate law and contractual restrictions and other factors that the Board of Directors deems relevant. Any inability to pay dividends or repurchase our common stock could adversely affect the market price of our common stock and market perceptions of Synchrony Financial. See "Regulation-Regulation Relating to Our Business-Savings and Loan Holding Company Regulation-Dividends and Stock Repurchases."
We rely significantly on dividends and other distributions and payments from the Bank for liquidity, including to pay our obligations under our indebtedness and other indebtedness as they become due, and federal law limits the amount of dividends and other distributions and payments that the Bank may pay to us. For example, OCC regulations limit the ability of savings associations to make distributions of capital, including payment of dividends, stock redemptions and repurchases, cash-out mergers and other transactions charged to the capital account. The Bank must obtain the OCC's approval prior to making a capital distribution in certain circumstances, including if the Bank proposes to make a capital distribution when it does not meet certain capital requirements (or will not do so as a result of the proposed capital distribution) or certain net income requirements. In addition, the Bank must file a prior written notice of a planned or declared dividend or other distribution with the Federal Reserve Board. The Federal Reserve Board or the OCC may object to a capital distribution if, among other things, the Bank is, or as a result of such dividend or distribution would be, undercapitalized or the Federal Reserve Board or OCC has safety and soundness concerns. Additional restrictions on bank dividends may apply if the Bank fails the QTL test. The application of these restrictions on the Bank's ability to pay dividends involves broad discretion on the part of our regulators. Limitations on the Bank's payments of dividends and other distributions and payments that we receive from the Bank could reduce our liquidity and limit our ability to pay dividends or our obligations under our indebtedness. See "Regulation-Regulation Relating to Our Business-Savings Association Regulation-Dividends and Stock Repurchases" and "-Activities."
Regulation - Risk 6
Our business is subject to government regulation, supervision, examination and enforcement, which could adversely affect our business, results of operations and financial condition.
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. As a savings and loan holding company and 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. We, including the Bank, are regularly reviewed and examined by our respective regulators, which results in supervisory comments and directions relating to many aspects of our business that require response and attention. See "Regulation" for more information about the regulations applicable to us.
Banking laws and regulations are primarily intended to protect consumers, federally insured deposits, the DIF and the banking system as a whole, and not intended to protect our stockholders, noteholders or creditors. If we (or our service providers, including our partners) fail to satisfy applicable laws and regulations, our respective regulators have broad discretion to enforce those laws and regulations, including with respect to the operation of our business, required capital levels, payment of dividends and other capital distributions, engaging in certain activities and making acquisitions and investments. Our regulators also have broad discretion with respect to the manner in which they enforce applicable laws and regulations, including through enforcement actions that could subject us to civil money penalties, customer remediation programs, increased compliance costs, and limits or prohibitions on our ability to offer certain products and services or to engage in certain activities. In addition, to the extent we undertake actions requiring regulatory approval or non-objection, our regulators may make their approval or non-objection subject to conditions or restrictions that could have a material adverse effect on our business, results of operations and financial condition. Any other actions taken by our regulators could have a material adverse impact on our business, reputation and brand, results of operations and financial condition. Moreover, some of our competitors are subject to different, and in some cases less restrictive, statutory and/or regulatory regimes, which may have the effect of providing them with a competitive advantage over us.
New laws, regulations, policies, or practical changes in enforcement of existing laws, regulations or policies applicable to our business, or our own reexamination of our current practices, could adversely impact our profitability, limit our ability to continue existing or pursue new business activities or acquisitions, require us to change certain of our business practices or alter our relationships with customers, affect retention of our key personnel, affect how we interact with our partners and/or service providers, or expose us to additional costs (including increased compliance costs and/or customer remediation). These changes may also require us to invest significant management attention and resources to make any necessary changes and could adversely affect our business, results of operations and financial condition. For example, the CFPB has broad authority over our business and there continues to be uncertainty as to how the CFPB's actions will impact our business. See "-There continues to be uncertainty as to how the Consumer Financial Protection Bureau's actions will impact our business; the agency's actions have had and may continue to have an adverse impact on our business."
We are also subject to potential enforcement and other actions that may be brought by state attorneys general or other state enforcement authorities and other governmental agencies. Any such actions could subject us to civil money penalties and fines, customer remediation programs and increased compliance costs, as well as damage our reputation and brand and limit or prohibit our ability to offer certain products and services or engage in certain business practices. For a discussion of risks related to actions or proceedings brought by regulatory agencies, see "-Risk Factors Relating to Our Business-Litigation, regulatory actions and compliance issues could subject us to significant fines, penalties, judgments, remediation costs and/or requirements resulting in increased expenses."
Regulation - Risk 7
Ongoing changes to the regulatory framework applicable to us have had, and may continue to have, a significant impact on our business, financial condition and results of operations.
Ongoing changes to the regulatory framework applicable to us have had, and may continue to have, a significant adverse impact on our business, results of operations and financial condition. For example, the Dodd-Frank Act and related regulations restrict certain business practices, impose stringent capital, liquidity and leverage ratio requirements, as well as additional costs (including increased compliance costs and increased costs of funding raised through the issuance of asset-backed securities), on us, and impact the value of our assets. In addition, the Dodd-Frank Act requires us to serve as a source of financial strength for any insured depository institution we control, such as the Bank. Such support may be required by the Federal Reserve Board at times when we might otherwise determine not to provide it or when doing so is not otherwise in the interest of Synchrony or its stockholders, noteholders or creditors. We describe certain provisions of the Dodd-Frank Act and other legislative and regulatory developments in "Regulation-Regulation Relating to Our Business."
The EGRRCPA and related regulatory reform initiatives modified many of the Dodd-Frank Act's requirements, including provisions in the Tailoring Rules that apply certain enhanced prudential standards to covered savings and loan holding companies. As a result, because we had average total consolidated assets of $100 billion or more based on a four quarter average as of March 31, 2023, following applicable transition periods we will become subject to biennial supervisory stress tests, formal capital plan submission requirements, and the stress capital buffer, which will impose additional requirements and constraints on us.
Additional rulemaking may impose new capital requirements and limitations on our ability to pay dividends or redeem or repurchase our stock, increase liquidity requirements, require changes to our funding strategy and/or increase our funding and operating costs. Such additional rulemaking includes an existing rule proposal to change the regulatory capital requirements for U.S. banking organizations with at least $100 billion in total assets, and an existing proposal to require depository institution holding companies with $100 billion or more in assets to issue minimum amounts of long-term debt and maintain "clean" holding companies. See "Regulation-Regulation Relating to Our Business-Savings and Loan Holding Company Regulation-Capital" and "Regulation-Regulation Relating to Our Business-Savings and Loan Holding Company Regulation-Resolution.
Further, the recent and possible future changes to the regulatory framework applicable to Synchrony and the Bank, and any potential additional rulemaking make it difficult to assess the overall financial impact of the Dodd-Frank Act and related regulatory developments on us and across the industry.
Regulation - Risk 8
There is ongoing uncertainty as to how the Consumer Financial Protection Bureau's actions will impact our business; the agency's actions have had and may continue to have an adverse impact on our business.
The CFPB has broad authority over our business. This includes authority to write regulations under federal consumer financial protection laws and to enforce those laws against and examine large financial institutions, such as us, for compliance. The CFPB is authorized to prevent "unfair, deceptive or abusive acts or practices" through its regulatory, supervisory and enforcement authority. The Federal Reserve Board and the OCC and state government agencies may also invoke their supervisory and enforcement authorities to prevent unfair and deceptive acts or practices. These federal and state agencies are authorized to remediate violations of consumer protection laws in a number of ways, including collecting civil money penalties and fines and providing for customer restitution. The CFPB also engages in consumer financial education, requests data and promotes the availability of financial services to underserved consumers and communities. In addition, the CFPB maintains an online complaint system that allows consumers to log complaints with respect to various consumer finance products, including the products we offer. This system could inform future CFPB decisions with respect to its regulatory, enforcement or examination focus.
There is ongoing uncertainty as to how the CFPB's strategies and priorities, including in both its examination and enforcement processes, will impact our business and our results of operations going forward. Actions by the CFPB could result in requirements to alter or cease offering affected products and services, including deferred interest products, making them less attractive to consumers and less profitable to us and also restricting our ability to offer them. In addition, since 2013, the Bank has entered into two consent orders with the CFPB - one in 2013, which has since been terminated; and another in 2014 with respect to a debt cancellation product and sales practices and an unrelated issue that arose from the Bank's self-identified omission of certain Spanish-speaking customers and customers residing in Puerto Rico from two offers that were made to certain delinquent customers. The Bank's resolutions with the CFPB do not preclude other regulators or state attorneys general from seeking additional monetary or injunctive relief with respect to these or other issues, and any such relief could have a material adverse effect on our business, results of operations or financial condition.
Although we have committed significant resources to enhancing our compliance programs, changes by the CFPB in regulatory expectations, interpretations or practices or interpretations that are different or stricter than ours or those adopted in the past by the CFPB or other regulators could increase the risk of additional enforcement actions, fines and penalties. Most recently, the CFPB has identified certain areas of concern for consumers, including, for example, the increasing sophistication of underwriting, fair lending concerns (including in marketing), debt collection, excessive and/or unexpected fees and medical debt. Actions by the CFPB with respect to these or other areas could result in requirements to alter our products and services that may make them less attractive to consumers or less profitable to us. For example, on February 1, 2023, the CFPB issued a notice of proposed rulemaking which, if adopted, likely would result in a significant reduction of credit card late fees assessed by credit card issuers. For a discussion of risks related to the CFPB's proposed late fee rule, please see "-Risk Factors Relating to our Business-The CFPB's proposed rule on credit card late fees, if adopted, could materially adversely affect our business and results of operations." Additionally, on July 7, 2023, the CFPB, together with the U.S. Department of Health and Human Services and the U.S. Department of the Treasury, issued a request for information soliciting public comment on medical credit cards, loans, and other financial products used to pay for health care, which may lead to additional regulatory, supervisory, or enforcement activity regarding these products.
Future actions by the CFPB (or other regulators) against us or our competitors that discourage the use of products we offer or suggest to consumers the desirability of other products or services could result in reputational harm and a loss of customers. If the CFPB changes regulations which it adopted in the past or which were adopted in the past by other regulators and transferred to the CFPB by the Dodd-Frank Act, or modifies, through supervision or enforcement, past related regulatory guidance or interprets existing regulations in a different or stricter manner than they have been interpreted in the past by us, the industry or other regulators, our compliance costs and litigation exposure could increase materially. If future regulatory or legislative restrictions or prohibitions are imposed that affect our ability to offer promotional financing, including deferred interest, for certain of our products or require us to make significant changes to our business practices, and we are unable to develop compliant alternatives with acceptable returns, these restrictions or prohibitions could have a material adverse impact on our business, results of operations and financial condition.
The Dodd-Frank Act authorizes state officials to enforce regulations issued by the CFPB and to enforce the Act's general prohibition against unfair, deceptive or abusive acts or practices. This could make it more difficult than in the past for federal financial regulators to declare state laws that differ from federal standards to be preempted. To the extent that states enact requirements that differ from federal standards or state officials and courts adopt interpretations of federal consumer laws that differ from those adopted by the CFPB, we may be required to alter or cease offering products or services in some jurisdictions, which would increase compliance costs and reduce our ability to offer the same products and services to consumers nationwide, and we may be subject to a higher risk of state enforcement actions.
Taxation & Government Incentives1 | 3.0%
Taxation & Government Incentives - Risk 1
Note 15. Income taxes
Earnings before Provision for Income TaxesFor the years ended December 31 ($ in millions)202320222021U.S.$2,873 $3,947 $5,483 Non-U.S.31 15 20 Earnings before provision for income taxes$2,904 $3,962 $5,503 Provision for Income TaxesFor the years ended December 31 ($ in millions)202320222021Current provision for income taxesU.S. Federal$943 $1,145 $895 U.S. state and local171 217 163 Non-U.S.10 5 5 Total current provision for income taxes1,124 1,367 1,063 Deferred provision (benefit) for income taxesU.S. Federal(384)(352)180 U.S. state and local(73)(71)40 Non-U.S.(1)2 (1)Deferred provision (benefit) for income taxes(458)(421)219 Total provision for income taxes$666 $946 $1,282 Reconciliation of Our Effective Tax Rate to the U.S. Federal Statutory Income Tax RateFor the years ended December 31202320222021U.S. federal statutory income tax rate21.0 %21.0 %21.0 %U.S. state and local income taxes, net of federal benefit3.5 3.6 3.4 All other, net(1.6)(0.7)(1.1)Effective tax rate22.9 %23.9 %23.3 %
Significant Components of Our Net Deferred Income TaxesAt December 31 ($ in millions)20232022AssetsAllowance for credit losses$2,626 $2,366 Compensation and employee benefits149 128 Other assets166 193 Total deferred income tax assets before valuation allowance2,941 2,687 Valuation allowance(18)(13)Total deferred income tax assets$2,923 $2,674 LiabilitiesOriginal issue discount$(365)$(504)Goodwill and identifiable intangibles(a)(198)(193)Other liabilities(a)(165)(149)Total deferred income tax liabilities (728)(846)Net deferred income tax assets$2,195 $1,828 _______________________(a)Prior period amounts have been recast to reflect the change in presentation of contract costs related to our retailer partner agreements on our Consolidated Statements of Financial Condition. See Note 2. Basis of Presentation and Summary of Significant Accounting Policies to our consolidated financial statements for additional information.Unrecognized Tax BenefitsReconciliation of Unrecognized Tax Benefits($ in millions)20232022Balance at January 1$267 $274 Additions:Tax positions of the current year40 97 Tax positions of prior years2 1 Reductions:Prior year tax positions(47)(73)Settlements with tax authorities(1)- Expiration of the statute of limitation(31)(32)Balance at December 31$230 $267 Portion of balance that, if recognized, would impact the effective income tax rate$182 $177 The amount of unrecognized tax benefits that is reasonably possible to be resolved in the next twelve months is expected to be $39 million, of which, $31 million, if recognized, would reduce the company's tax expense and effective tax rate.Additionally, there are unrecognized tax benefits of $9 million and $16 million for the years ended December 31, 2023 and 2022, respectively, that are included in the tabular reconciliation above but recorded in the Consolidated Statements of Financial Position as a reduction of the related deferred tax asset.The Company continued to participate voluntarily in the IRS Compliance Assurance Process ("CAP") program for the 2023 tax year, and thus the tax year is under IRS review. We expect that the IRS review of our 2023 return will be substantially completed prior to its filing in 2024. During the current year, the IRS completed its examination of our 2022 tax year, which was our only other year subject to current IRS audit. Additionally, we are under examination in various states going back to 2014.We believe that there are no issues or claims that are likely to significantly impact our results of operations, financial position or cash flows. We further believe that we have made adequate provision for all income tax uncertainties that could result from such examinations.
Interest expense and penalties related to income tax liabilities recognized in our Consolidated Statements of Earnings were not material for all periods presented.
Environmental / Social1 | 3.0%
Environmental / Social - Risk 1
Regulations relating to privacy, information security and data protection could increase our costs, affect or limit how we collect and use personal information and adversely affect our business opportunities.
We are subject to various privacy, information security and data protection laws, including requirements concerning security breach notification, and we could be negatively impacted by them. For example, in the United States, certain of our businesses are subject to the GLBA and implementing regulations and guidance. Among other things, the GLBA: (i) imposes certain limitations on the ability of financial institutions to share consumers' nonpublic personal information with nonaffiliated third parties, (ii) requires that financial institutions provide certain disclosures to consumers about their information collection, sharing and security practices and affords customers the right to "opt out" of the institution's disclosure of their personal financial information to nonaffiliated third parties (with certain exceptions) and (iii) requires financial institutions to develop, implement and maintain a written comprehensive information security program containing safeguards that are appropriate to the financial institution's size and complexity, the nature and scope of the financial institution's activities, and the sensitivity of customer information processed by the financial institution as well as plans for responding to data security breaches.
Moreover, various United States federal banking regulatory agencies, states and foreign jurisdictions have enacted data security breach notification requirements with varying levels of individual, consumer, regulatory and/or law enforcement notification in certain circumstances in the event of a security breach. Many of these requirements also apply broadly to our partners that accept our cards. In many countries that have yet to impose data security breach notification requirements, regulators have increasingly used the threat of significant sanctions and penalties by data protection authorities to encourage voluntary notification and discourage data security breaches.
Furthermore, legislators and/or regulators in the United States and other countries in which we operate are increasingly adopting or revising privacy, information security and data protection laws that potentially could have a significant impact on our current and planned privacy, data protection and information security-related practices; our collection, use, sharing, retention and safeguarding of consumer and/or employee information; and some of our current or planned business activities. This could also increase our costs of compliance and business operations and could reduce income from certain business initiatives. In the United States, this includes increased privacy-related enforcement activity at the federal level, by the Federal Trade Commission, as well as at the state level, such as with regard to mobile applications, and state legislation such as the CCPA, which could increase our costs. In the European Union, this includes the General Data Protection Regulation. See "Regulation-Regulation Relating to Our Business-Privacy."
Compliance with current or future privacy, data protection and information security laws (including those regarding security breach notification and consumer privacy) affecting customer and/or employee data to which we are subject could result in higher compliance and technology costs and could restrict our ability to provide certain products and services (such as products or services that involve us sharing information with third parties or storing sensitive credit card information), which could materially and adversely affect our profitability. Our failure to comply with privacy, data protection and information security laws could result in potentially significant regulatory investigations and government actions, litigation, fines or sanctions, consumer or partner actions and damage to our reputation and our brand, all of which could have a material adverse effect on our business and results of operations.
Production
Total Risks: 1/33 (3%)Below Sector Average
Employment / Personnel1 | 3.0%
Employment / Personnel - Risk 1
Note 12. Employee benefit plans
The following summarizes information related to the Synchrony benefit plans and our remaining obligations to General Electric Company and its subsidiaries ("GE") related to certain of their plans.Savings PlanOur U.S. employees are eligible to participate in a qualified defined contribution savings plan that allows them to contribute a portion of their pay to the plan on a pre-tax basis. We make employer contributions to the plan equal to 3% of eligible compensation and make matching contributions of up to 4% of eligible compensation. We also provide certain additional contributions to the plan for employees who were participants in GE's pension plan at the time of Synchrony's separation from GE in November 2015 (the "Separation"). The expenses incurred associated with this plan were $88 million, $80 million and $69 million for the years ended December 31, 2023, 2022 and 2021, respectively. Health and Welfare BenefitsWe provide health and welfare benefits to our employees, including health, dental, prescription drug and vision for which we are self-insured. The expenses incurred associated with these benefits were $134 million, $114 million and $111 million for the years ended December 31, 2023, 2022 and 2021, respectively. GE Benefit Plans and Reimbursement ObligationsPrior to Separation, our employees participated in various GE retirement and retiree health and life insurance benefit plans. Certain of these retirement benefits vested as a result of Separation. Under the terms of the Employee Matters Agreement between us and GE, GE will continue to pay for these benefits and we are obligated to reimburse them. The principal retirement benefits subject to this arrangement are fixed, life-time annuity payments. The estimated liability for our reimbursement obligations to GE for retiree benefits was $171 million and $163 million at December 31, 2023 and 2022, respectively, and is included in Accrued expenses and other liabilities in our Consolidated Statements of Financial Position.
See a full breakdown of risk according to category and subcategory. The list starts with the category with the most risk. Click on subcategories to read relevant extracts from the most recent report.
FAQ
What are “Risk Factors”?
Risk factors are any situations or occurrences that could make investing in a company risky.
The Securities and Exchange Commission (SEC) requires that publicly traded companies disclose their most significant risk factors. This is so that potential investors can consider any risks before they make an investment.
They also offer companies protection, as a company can use risk factors as liability protection. This could happen if a company underperforms and investors take legal action as a result.
It is worth noting that smaller companies, that is those with a public float of under $75 million on the last business day, do not have to include risk factors in their 10-K and 10-Q forms, although some may choose to do so.
How do companies disclose their risk factors?
Publicly traded companies initially disclose their risk factors to the SEC through their S-1 filings as part of the IPO process.
Additionally, companies must provide a complete list of risk factors in their Annual Reports (Form 10-K) or (Form 20-F) for “foreign private issuers”.
Quarterly Reports also include a section on risk factors (Form 10-Q) where companies are only required to update any changes since the previous report.
According to the SEC, risk factors should be reported concisely, logically and in “plain English” so investors can understand them.
How can I use TipRanks risk factors in my stock research?
Use the Risk Factors tab to get data about the risk factors of any company in which you are considering investing.
You can easily see the most significant risks a company is facing. Additionally, you can find out which risk factors a company has added, removed or adjusted since its previous disclosure. You can also see how a company’s risk factors compare to others in its sector.
Without reading company reports or participating in conference calls, you would most likely not have access to this sort of information, which is usually not included in press releases or other public announcements.
A simplified analysis of risk factors is unique to TipRanks.
What are all the risk factor categories?
TipRanks has identified 6 major categories of risk factors and a number of subcategories for each. You can see how these categories are broken down in the list below.
1. Financial & Corporate
Accounting & Financial Operations - risks related to accounting loss, value of intangible assets, financial statements, value of intangible assets, financial reporting, estimates, guidance, company profitability, dividends, fluctuating results.
Share Price & Shareholder Rights – risks related to things that impact share prices and the rights of shareholders, including analyst ratings, major shareholder activity, trade volatility, liquidity of shares, anti-takeover provisions, international listing, dual listing.
Debt & Financing – risks related to debt, funding, financing and interest rates, financial investments.
Corporate Activity and Growth – risks related to restructuring, M&As, joint ventures, execution of corporate strategy, strategic alliances.
2. Legal & Regulatory
Litigation and Legal Liabilities – risks related to litigation/ lawsuits against the company.
Regulation – risks related to compliance, GDPR, and new legislation.
Environmental / Social – risks related to environmental regulation and to data privacy.
Taxation & Government Incentives – risks related to taxation and changes in government incentives.
3. Production
Costs – risks related to costs of production including commodity prices, future contracts, inventory.
Supply Chain – risks related to the company’s suppliers.
Manufacturing – risks related to the company’s manufacturing process including product quality and product recalls.
Human Capital – risks related to recruitment, training and retention of key employees, employee relationships & unions labor disputes, pension, and post retirement benefits, medical, health and welfare benefits, employee misconduct, employee litigation.
4. Technology & Innovation
Innovation / R&D – risks related to innovation and new product development.
Technology – risks related to the company’s reliance on technology.
Cyber Security – risks related to securing the company’s digital assets and from cyber attacks.
Trade Secrets & Patents – risks related to the company’s ability to protect its intellectual property and to infringement claims against the company as well as piracy and unlicensed copying.
5. Ability to Sell
Demand – risks related to the demand of the company’s goods and services including seasonality, reliance on key customers.
Competition – risks related to the company’s competition including substitutes.
Sales & Marketing – risks related to sales, marketing, and distribution channels, pricing, and market penetration.
Brand & Reputation – risks related to the company’s brand and reputation.
6. Macro & Political
Economy & Political Environment – risks related to changes in economic and political conditions.
Natural and Human Disruptions – risks related to catastrophes, floods, storms, terror, earthquakes, coronavirus pandemic/COVID-19.
International Operations – risks related to the global nature of the company.
Capital Markets – risks related to exchange rates and trade, cryptocurrency.