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QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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o
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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Delaware
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51-0483352
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(State or other jurisdiction of
incorporation or organization)
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(I.R.S. Employer
Identification No.)
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777 Long Ridge Road
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Stamford, Connecticut
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06902
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(Address of principal executive offices)
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(Zip Code)
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Large accelerated filer
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ý
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Accelerated filer
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o
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Non-accelerated filer
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o
(Do not check if a smaller reporting company)
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Smaller reporting company
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o
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Emerging growth company
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o
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PART I - FINANCIAL INFORMATION
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Page
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Item 1. Financial Statements:
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PART II - OTHER INFORMATION
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•
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“we,” “us,” “our” and the “Company” are to SYNCHRONY FINANCIAL and its subsidiaries;
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•
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“Synchrony” are to SYNCHRONY FINANCIAL only;
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•
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“GE” are to General Electric Company and its subsidiaries;
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•
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the “Bank” are to Synchrony Bank (a subsidiary of Synchrony);
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•
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the “Board of Directors” are to Synchrony's board of directors;
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•
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the “Tax Act” are to P.L. 115-97, commonly referred to as the Tax Cuts and Jobs Act, signed into law on December 22, 2017;
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•
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“Separation” are to Synchrony's separation from GE in November 2015 when Synchrony became a stand-alone savings and loan holding company following the completion of GE's exchange offer, in which GE exchanged shares of GE common stock for all the remaining shares of our common stock it owned; and
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•
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“FICO” are to a credit score developed by Fair Isaac & Co., which is widely used as a means of evaluating the likelihood that credit users will pay their obligations.
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Promotional Offer
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||||||
Credit Product
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Standard Terms Only
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Deferred Interest
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Other Promotional
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Total
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||||
Credit cards
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66.6
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%
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15.4
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%
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14.4
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%
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96.4
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%
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Commercial credit products
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1.6
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—
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—
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1.6
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Consumer installment loans
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—
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—
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2.0
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2.0
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Other
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—
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—
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—
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—
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Total
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68.2
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%
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15.4
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%
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16.4
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%
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100.0
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%
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•
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Private Label Credit Cards.
Private label credit cards are partner-branded credit cards (e.g., Lowe’s or Amazon) or program-branded credit cards (e.g., Synchrony Car Care or CareCredit) that are used primarily for the purchase of goods and services from the partner or within the program network. In addition, in some cases, cardholders may be permitted to access their credit card accounts for cash advances. In Retail Card, credit under our private label credit cards typically is extended on standard terms only, and in Payment Solutions and CareCredit, credit under our private label credit cards typically is extended pursuant to a promotional financing offer.
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•
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Dual Cards and General Purpose Co-Brand Cards.
Our patented Dual Cards are credit cards that function as private label credit cards when used to purchase goods and services from our partners and as general purpose credit cards when used elsewhere. We also offer general purpose co-branded credit cards that do not function as private label cards. Credit extended under our Dual Cards and general purpose co-branded credit cards typically is extended under standard terms only. Dual Cards and general purpose co-branded credit cards are primarily offered through our Retail Card platform. At
March 31, 2018
, we offered these credit cards through
21
of our
29
ongoing Retail Card programs, of which the majority are Dual Cards.
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•
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Net earnings
increased
28.3%
to
$640 million
for the
three months ended
March 31, 2018
, driven by higher net interest income and lower provision for income taxes, partially offset by increases in other expense and provision for loan losses.
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•
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Loan receivables increased
6.1%
to
$77,853 million
at
March 31, 2018
compared to
March 31, 2017
, primarily driven by higher purchase volume and average active account growth.
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•
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Net interest income
increased
7.1%
to
$3,842 million
for the
three months ended
March 31, 2018
, primarily due to higher average loan receivables.
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•
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Retailer share arrangements
increased
5.3%
to
$720 million
for the
three months ended
March 31, 2018
, primarily as a result of growth and yield improvement of the programs in which we have retailer share arrangements, partially offset by higher program expenses.
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•
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Over-30 day loan delinquencies as a percentage of period-end loan receivables increased
27 basis points
to
4.52%
at
March 31, 2018
from
4.25%
at
March 31, 2017
, and net charge-off rate increased
81 basis points
to
6.14%
for the
three months ended
March 31, 2018
.
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•
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Provision for loan losses increased by
$56 million
, or
4.3%
, for the three months ended
March 31, 2018
, primarily due to higher net charge-offs, partially offset by a lower loan loss reserve build. Our allowance coverage ratio (allowance for loan losses as a percent of end of period loan receivables) increased to
7.37%
at
March 31, 2018
, as compared to
6.37%
at
March 31, 2017
.
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•
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Other expense increased by
$80 million
, or
8.8%
, for the
three months ended
March 31, 2018
, primarily driven by business growth and marketing investments.
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•
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Provision for income taxes decreased by
$76 million
, or
26.9%
, for the
three months ended
March 31, 2018
, primarily due to the reduction in the corporate tax rate included in the Tax Act.
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•
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At
March 31, 2018
, deposits represented
73%
of our total funding sources. Total deposits remained relatively flat at
$56.6 billion
at
March 31, 2018
, compared to
December 31, 2017
, driven primarily by growth in our direct deposits of
5.4%
to
$45.0 billion
, offset by a reduction in our brokered deposits.
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•
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During the
three months ended
March 31, 2018
, we repurchased
$410 million
of our outstanding common stock, and declared and paid cash dividends of
$0.15
per share, or
$114
million.
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•
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We announced our new partnership with Crate and Barrel in our Retail Card sales platform.
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•
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We extended our Payment Solutions program agreements with American Signature Furniture, Briggs & Stratton and Nationwide Marketing Group and announced our new partnership with Mahindra. In April 2018, we also announced our program with jtv.
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•
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In our CareCredit sales platform, we expanded our network to include American Med Spa Association, the Spa Industry Association and the American Veterinary Medical Association.
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Three months ended March 31,
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($ in millions)
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2018
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2017
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||||
Interest income
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$
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4,244
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$
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3,913
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Interest expense
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402
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|
326
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Net interest income
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3,842
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3,587
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Retailer share arrangements
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(720
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)
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(684
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)
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Net interest income, after retailer share arrangements
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3,122
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2,903
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Provision for loan losses
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1,362
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1,306
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Net interest income, after retailer share arrangements and provision for loan losses
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1,760
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1,597
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Other income
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75
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93
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Other expense
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988
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908
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Earnings before provision for income taxes
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847
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782
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Provision for income taxes
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207
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283
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Net earnings
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$
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640
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$
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499
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At and for the
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Three months ended March 31,
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($ in millions)
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2018
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2017
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||||
Financial Position Data (Average):
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Loan receivables, including held for sale
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$
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79,090
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$
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74,132
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Total assets
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$
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95,707
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$
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89,468
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Deposits
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$
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56,656
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$
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52,069
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Borrowings
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$
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21,205
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$
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20,081
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Total equity
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$
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14,276
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$
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14,323
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Selected Performance Metrics:
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Purchase volume
(1)
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$
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29,626
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$
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28,880
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Retail Card
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$
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23,382
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$
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22,952
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Payment Solutions
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$
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3,823
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$
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3,686
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CareCredit
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$
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2,421
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$
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2,242
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Average active accounts (in thousands)
(2)
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71,323
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|
69,629
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Net interest margin
(3)
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16.05
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%
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16.18
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%
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Net charge-offs
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$
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1,198
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$
|
974
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Net charge-offs as a % of average loan receivables, including held for sale
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6.14
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%
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5.33
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%
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||
Allowance coverage ratio
(4)
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7.37
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%
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6.37
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%
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||
Return on assets
(5)
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2.7
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%
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2.3
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%
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||
Return on equity
(6)
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18.2
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%
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14.1
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%
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Equity to assets
(7)
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14.92
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%
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|
16.01
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%
|
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Other expense as a % of average loan receivables, including held for sale
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5.07
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%
|
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4.97
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%
|
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Efficiency ratio
(8)
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30.9
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%
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30.3
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%
|
||
Effective income tax rate
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24.4
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%
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36.2
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%
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Selected Period-End Data:
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Loan receivables
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$
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77,853
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$
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73,350
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Allowance for loan losses
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$
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5,738
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$
|
4,676
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30+ days past due as a % of period-end loan receivables
(9)
|
4.52
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%
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|
4.25
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%
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||
90+ days past due as a % of period-end loan receivables
(9)
|
2.28
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%
|
|
2.06
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%
|
||
Total active accounts (in thousands)
(2)
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68,891
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|
67,905
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(1)
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Purchase volume, or net credit sales, represents the aggregate amount of charges incurred on credit cards or other credit product accounts less returns during the period. Purchase volume includes activity related to our portfolios classified as held for sale.
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(2)
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Active accounts represent credit card or installment loan accounts on which there has been a purchase, payment or outstanding balance in the current month.
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(3)
|
Net interest margin represents net interest income divided by average interest-earning assets.
|
(4)
|
Allowance coverage ratio represents allowance for loan losses divided by total period-end loan receivables.
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(5)
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Return on assets represents net earnings as a percentage of average total assets.
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(6)
|
Return on equity represents net earnings as a percentage of average total equity.
|
(7)
|
Equity to assets represents average equity as a percentage of average total assets.
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(8)
|
Efficiency ratio represents (i) other expense, divided by (ii) net interest income, after retailer share arrangements, plus other income.
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(9)
|
Based on customer statement-end balances extrapolated to the respective period-end date.
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2018
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2017
|
||||||||||||||||||
Three months ended March 31 ($ in millions)
|
Average
Balance
|
|
Interest
Income /
Expense
|
|
Average
Yield /
Rate
(1)
|
|
Average
Balance
|
|
Interest
Income/
Expense
|
|
Average
Yield /
Rate
(1)
|
||||||||||
Assets
|
|
|
|
|
|
|
|
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|
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|
||||||||||
Interest-earning assets:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Interest-earning cash and equivalents
(2)
|
$
|
12,434
|
|
|
$
|
47
|
|
|
1.53
|
%
|
|
$
|
10,552
|
|
|
$
|
21
|
|
|
0.81
|
%
|
Securities available for sale
|
5,584
|
|
|
25
|
|
|
1.82
|
%
|
|
5,213
|
|
|
15
|
|
|
1.17
|
%
|
||||
Loan receivables
(3)
:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Credit cards, including held for sale
|
76,181
|
|
|
4,099
|
|
|
21.82
|
%
|
|
71,365
|
|
|
3,811
|
|
|
21.66
|
%
|
||||
Consumer installment loans
|
1,572
|
|
|
36
|
|
|
9.29
|
%
|
|
1,389
|
|
|
32
|
|
|
9.34
|
%
|
||||
Commercial credit products
|
1,286
|
|
|
36
|
|
|
11.35
|
%
|
|
1,317
|
|
|
34
|
|
|
10.47
|
%
|
||||
Other
|
51
|
|
|
1
|
|
|
NM
|
|
|
61
|
|
|
—
|
|
|
—
|
%
|
||||
Total loan receivables
|
79,090
|
|
|
4,172
|
|
|
21.39
|
%
|
|
74,132
|
|
|
3,877
|
|
|
21.21
|
%
|
||||
Total interest-earning assets
|
97,108
|
|
|
4,244
|
|
|
17.72
|
%
|
|
89,897
|
|
|
3,913
|
|
|
17.65
|
%
|
||||
Non-interest-earning assets:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Cash and due from banks
|
1,197
|
|
|
|
|
|
|
802
|
|
|
|
|
|
||||||||
Allowance for loan losses
|
(5,608
|
)
|
|
|
|
|
|
(4,408
|
)
|
|
|
|
|
||||||||
Other assets
|
3,010
|
|
|
|
|
|
|
3,177
|
|
|
|
|
|
||||||||
Total non-interest-earning assets
|
(1,401
|
)
|
|
|
|
|
|
(429
|
)
|
|
|
|
|
||||||||
Total assets
|
$
|
95,707
|
|
|
|
|
|
|
$
|
89,468
|
|
|
|
|
|
||||||
Liabilities
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Interest-bearing liabilities:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Interest-bearing deposit accounts
|
$
|
56,356
|
|
|
$
|
249
|
|
|
1.79
|
%
|
|
$
|
51,829
|
|
|
$
|
194
|
|
|
1.52
|
%
|
Borrowings of consolidated securitization entities
|
12,410
|
|
|
74
|
|
|
2.42
|
%
|
|
12,321
|
|
|
65
|
|
|
2.14
|
%
|
||||
Senior unsecured notes
|
8,795
|
|
|
79
|
|
|
3.64
|
%
|
|
7,760
|
|
|
67
|
|
|
3.50
|
%
|
||||
Total interest-bearing liabilities
|
77,561
|
|
|
402
|
|
|
2.10
|
%
|
|
71,910
|
|
|
326
|
|
|
1.84
|
%
|
||||
Non-interest-bearing liabilities:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Non-interest-bearing deposit accounts
|
300
|
|
|
|
|
|
|
240
|
|
|
|
|
|
||||||||
Other liabilities
|
3,570
|
|
|
|
|
|
|
2,995
|
|
|
|
|
|
||||||||
Total non-interest-bearing liabilities
|
3,870
|
|
|
|
|
|
|
3,235
|
|
|
|
|
|
||||||||
Total liabilities
|
81,431
|
|
|
|
|
|
|
75,145
|
|
|
|
|
|
||||||||
Equity
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Total equity
|
14,276
|
|
|
|
|
|
|
14,323
|
|
|
|
|
|
||||||||
Total liabilities and equity
|
$
|
95,707
|
|
|
|
|
|
|
$
|
89,468
|
|
|
|
|
|
||||||
Interest rate spread
(4)
|
|
|
|
|
15.62
|
%
|
|
|
|
|
|
15.81
|
%
|
||||||||
Net interest income
|
|
|
$
|
3,842
|
|
|
|
|
|
|
$
|
3,587
|
|
|
|
||||||
Net interest margin
(5)
|
|
|
|
|
16.05
|
%
|
|
|
|
|
|
16.18
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
(1)
|
Average yields/rates are based on total interest income/expense over average balances.
|
(2)
|
Includes average restricted cash balances of
$771 million
and
$694 million
for the three months ended
March 31, 2018
and
2017
, respectively.
|
(3)
|
Interest income on loan receivables includes fees on loans of
$644 million
and
$628 million
for the three months ended
March 31, 2018
and
2017
, respectively.
|
(4)
|
Interest rate spread represents the difference between the yield on total interest-earning assets and the rate on total interest-bearing liabilities.
|
(5)
|
Net interest margin represents net interest income divided by average total interest-earning assets.
|
Three months ended March 31 ($ in millions)
|
2018
|
|
%
|
|
2017
|
|
%
|
||||||
Loan receivables, including held for sale
|
$
|
79,090
|
|
|
81.4
|
%
|
|
$
|
74,132
|
|
|
82.5
|
%
|
Liquidity portfolio and other
|
18,018
|
|
|
18.6
|
%
|
|
15,765
|
|
|
17.5
|
%
|
||
Total average interest-earning assets
|
$
|
97,108
|
|
|
100.0
|
%
|
|
$
|
89,897
|
|
|
100.0
|
%
|
|
|
|
|
|
|
|
|
Three months ended March 31 ($ in millions)
|
2018
|
|
%
|
|
2017
|
|
%
|
||||||
Interest-bearing deposit accounts
|
$
|
56,356
|
|
|
72.7
|
%
|
|
$
|
51,829
|
|
|
72.1
|
%
|
Borrowings of consolidated securitization entities
|
12,410
|
|
|
16.0
|
%
|
|
12,321
|
|
|
17.1
|
%
|
||
Third-party debt
|
8,795
|
|
|
11.3
|
%
|
|
7,760
|
|
|
10.8
|
%
|
||
Total average interest-bearing liabilities
|
$
|
77,561
|
|
|
100.0
|
%
|
|
$
|
71,910
|
|
|
100.0
|
%
|
|
|
|
|
|
|
|
|
|
Three months ended March 31,
|
||||||
($ in millions)
|
2018
|
|
2017
|
||||
Interchange revenue
|
$
|
158
|
|
|
$
|
145
|
|
Debt cancellation fees
|
66
|
|
|
68
|
|
||
Loyalty programs
|
(155
|
)
|
|
(137
|
)
|
||
Other
|
6
|
|
|
17
|
|
||
Total other income
|
$
|
75
|
|
|
$
|
93
|
|
|
Three months ended March 31,
|
||||||
($ in millions)
|
2018
|
|
2017
|
||||
Employee costs
|
$
|
358
|
|
|
$
|
323
|
|
Professional fees
|
166
|
|
|
151
|
|
||
Marketing and business development
|
121
|
|
|
94
|
|
||
Information processing
|
104
|
|
|
90
|
|
||
Other
|
239
|
|
|
250
|
|
||
Total other expense
|
$
|
988
|
|
|
$
|
908
|
|
|
Three months ended March 31,
|
||||||
($ in millions)
|
2018
|
|
2017
|
||||
Effective tax rate
|
24.4
|
%
|
|
36.2
|
%
|
||
Provision for income taxes
|
$
|
207
|
|
|
$
|
283
|
|
|
Three months ended March 31,
|
||||||
($ in millions)
|
2018
|
|
2017
|
||||
Purchase volume
|
$
|
23,382
|
|
|
$
|
22,952
|
|
Period-end loan receivables
|
$
|
52,531
|
|
|
$
|
49,905
|
|
Average loan receivables
|
$
|
53,673
|
|
|
$
|
50,644
|
|
Average active accounts (in thousands)
|
55,927
|
|
|
55,049
|
|
||
|
|
|
|
||||
Interest and fees on loans
|
$
|
3,096
|
|
|
$
|
2,888
|
|
Retailer share arrangements
|
$
|
(714
|
)
|
|
$
|
(681
|
)
|
Other income
|
$
|
65
|
|
|
$
|
77
|
|
|
Three months ended March 31,
|
||||||
($ in millions)
|
2018
|
|
2017
|
||||
Purchase volume
|
$
|
3,823
|
|
|
$
|
3,686
|
|
Period-end loan receivables
|
$
|
16,513
|
|
|
$
|
15,320
|
|
Average loan receivables
|
$
|
16,629
|
|
|
$
|
15,424
|
|
Average active accounts (in thousands)
|
9,545
|
|
|
9,090
|
|
||
|
|
|
|
||||
Interest and fees on loans
|
$
|
562
|
|
|
$
|
515
|
|
Retailer share arrangements
|
$
|
(4
|
)
|
|
$
|
(1
|
)
|
Other income
|
$
|
2
|
|
|
$
|
4
|
|
|
Three months ended March 31,
|
||||||
($ in millions)
|
2018
|
|
2017
|
||||
Purchase volume
|
$
|
2,421
|
|
|
$
|
2,242
|
|
Period-end loan receivables
|
$
|
8,809
|
|
|
$
|
8,125
|
|
Average loan receivables
|
$
|
8,788
|
|
|
$
|
8,064
|
|
Average active accounts (in thousands)
|
5,851
|
|
|
5,490
|
|
||
|
|
|
|
||||
Interest and fees on loans
|
$
|
514
|
|
|
$
|
474
|
|
Retailer share arrangements
|
$
|
(2
|
)
|
|
$
|
(2
|
)
|
Other income
|
$
|
8
|
|
|
$
|
12
|
|
|
At March 31, 2018
|
|
At December 31, 2017
|
||||||||||||
($ in millions)
|
Amortized
Cost
|
|
Estimated Fair Value
|
|
Amortized
Cost
|
|
Estimated Fair Value
|
||||||||
U.S. government and federal agency
|
$
|
3,361
|
|
|
$
|
3,352
|
|
|
$
|
2,419
|
|
|
$
|
2,416
|
|
State and municipal
|
42
|
|
|
42
|
|
|
44
|
|
|
44
|
|
||||
Residential mortgage-backed
|
1,239
|
|
|
1,194
|
|
|
1,258
|
|
|
1,231
|
|
||||
Asset-backed
|
1,672
|
|
|
1,669
|
|
|
781
|
|
|
780
|
|
||||
U.S. corporate debt
|
2
|
|
|
2
|
|
|
2
|
|
|
2
|
|
||||
Total
|
$
|
6,316
|
|
|
$
|
6,259
|
|
|
$
|
4,504
|
|
|
$
|
4,473
|
|
($ in millions)
|
Due in 1 Year
or Less
|
|
Due After 1
through
5 Years
|
|
Due After 5
through
10 Years
|
|
Due After
10 years
|
|
Total
|
||||||||||
U.S. government and federal agency
|
$
|
2,885
|
|
|
$
|
467
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
3,352
|
|
State and municipal
|
—
|
|
|
—
|
|
|
2
|
|
|
40
|
|
|
42
|
|
|||||
Residential mortgage-backed
|
—
|
|
|
—
|
|
|
56
|
|
|
1,138
|
|
|
1,194
|
|
|||||
Asset-backed
|
1,083
|
|
|
586
|
|
|
—
|
|
|
—
|
|
|
1,669
|
|
|||||
U.S. corporate debt
|
2
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
2
|
|
|||||
Total
(1)
|
$
|
3,970
|
|
|
$
|
1,053
|
|
|
$
|
58
|
|
|
$
|
1,178
|
|
|
$
|
6,259
|
|
Weighted average yield
(2)
|
1.8
|
%
|
|
2.0
|
%
|
|
2.8
|
%
|
|
2.8
|
%
|
|
2.0
|
%
|
(1)
|
Amounts stated represent estimated fair value.
|
(2)
|
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.
|
($ in millions)
|
At March 31, 2018
|
|
(%)
|
|
At December 31, 2017
|
|
(%)
|
||||||
Loans
|
|
|
|
|
|
||||||||
Credit cards
|
$
|
74,952
|
|
|
96.4
|
%
|
|
$
|
79,026
|
|
|
96.5
|
%
|
Consumer installment loans
|
1,590
|
|
|
2.0
|
|
|
1,578
|
|
|
1.9
|
|
||
Commercial credit products
|
1,275
|
|
|
1.6
|
|
|
1,303
|
|
|
1.6
|
|
||
Other
|
36
|
|
|
—
|
|
|
40
|
|
|
—
|
|
||
Total loans
|
$
|
77,853
|
|
|
100.0
|
%
|
|
$
|
81,947
|
|
|
100.0
|
%
|
($ in millions)
|
|
Loan Receivables
Outstanding
|
|
% of Total Loan
Receivables
Outstanding
|
|||
State
|
|
||||||
Texas
|
|
$
|
8,027
|
|
|
10.3
|
%
|
California
|
|
$
|
7,966
|
|
|
10.2
|
%
|
Florida
|
|
$
|
6,529
|
|
|
8.4
|
%
|
New York
|
|
$
|
4,326
|
|
|
5.6
|
%
|
Pennsylvania
|
|
$
|
3,238
|
|
|
4.2
|
%
|
($ in millions)
|
At March 31, 2018
|
|
At December 31, 2017
|
||||
Non-accrual loan receivables
|
$
|
4
|
|
|
$
|
5
|
|
Loans contractually 90 days past-due and still accruing interest
|
1,772
|
|
|
1,864
|
|
||
Earning TDRs
(1)
|
969
|
|
|
940
|
|
||
Non-accrual, past-due and restructured loan receivables
|
$
|
2,745
|
|
|
$
|
2,809
|
|
(1)
|
At March 31, 2018
and
December 31, 2017
, balances exclude
$110 million
and
$103 million
, respectively, of TDRs which are included in loans contractually 90 days past-due and still accruing interest on the balance. See Note 4.
Loan Receivables and Allowance for Loan Losses
to our condensed consolidated financial statements for additional information on the financial effects of TDRs for the
three months ended
March 31, 2018
and
2017
.
|
|
Three months ended March 31,
|
||||||
($ in millions)
|
2018
|
|
2017
|
||||
Gross amount of interest income that would have been recorded in accordance with the original contractual terms
|
$
|
62
|
|
|
$
|
51
|
|
Interest income recognized
|
12
|
|
|
12
|
|
||
Total interest income foregone
|
$
|
50
|
|
|
$
|
39
|
|
|
Three months ended March 31,
|
||||
|
2018
|
|
2017
|
||
Ratio of net charge-offs to average loan receivables, including held for sale
|
6.14
|
%
|
|
5.33
|
%
|
($ in millions)
|
Balance at
January 1, 2018
|
|
|
Provision charged to operations
|
|
|
Gross charge-offs
|
|
|
Recoveries
|
|
|
Balance at
March 31, 2018 |
|
|||||
|
|
|
|
|
|
|
|
|
|
||||||||||
Credit cards
|
$
|
5,483
|
|
|
$
|
1,334
|
|
|
$
|
(1,372
|
)
|
|
$
|
195
|
|
|
$
|
5,640
|
|
Consumer installment loans
|
40
|
|
|
16
|
|
|
(15
|
)
|
|
4
|
|
|
45
|
|
|||||
Commercial credit products
|
50
|
|
|
12
|
|
|
(12
|
)
|
|
2
|
|
|
52
|
|
|||||
Other
|
1
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1
|
|
|||||
Total
|
$
|
5,574
|
|
|
$
|
1,362
|
|
|
$
|
(1,399
|
)
|
|
$
|
201
|
|
|
$
|
5,738
|
|
($ in millions)
|
Balance at
January 1, 2017 |
|
|
Provision charged to operations
|
|
|
Gross charge-offs
|
|
|
Recoveries
|
|
|
Balance at
March 31, 2017 |
|
|||||
|
|
|
|
|
|
|
|
|
|
||||||||||
Credit cards
|
$
|
4,254
|
|
|
$
|
1,278
|
|
|
$
|
(1,184
|
)
|
|
$
|
237
|
|
|
$
|
4,585
|
|
Consumer installment loans
|
37
|
|
|
13
|
|
|
(14
|
)
|
|
4
|
|
|
40
|
|
|||||
Commercial credit products
|
52
|
|
|
15
|
|
|
(18
|
)
|
|
1
|
|
|
50
|
|
|||||
Other
|
1
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
$
|
1
|
|
||||
Total
|
$
|
4,344
|
|
|
$
|
1,306
|
|
|
$
|
(1,216
|
)
|
|
$
|
242
|
|
|
$
|
4,676
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2018
|
|
2017
|
||||||||||||||||
Three months ended March 31 ($ in millions)
|
Average
Balance
|
|
%
|
|
Average
Rate
|
|
Average
Balance
|
|
%
|
|
Average
Rate
|
||||||||
Deposits
(1)
|
$
|
56,356
|
|
|
72.7
|
%
|
|
1.8
|
%
|
|
$
|
51,829
|
|
|
72.1
|
%
|
|
1.5
|
%
|
Securitized financings
|
12,410
|
|
|
16.0
|
|
|
2.4
|
|
|
12,321
|
|
|
17.1
|
|
|
2.1
|
|
||
Senior unsecured notes
|
8,795
|
|
|
11.3
|
|
|
3.6
|
|
|
7,760
|
|
|
10.8
|
|
|
3.5
|
|
||
Total
|
$
|
77,561
|
|
|
100.0
|
%
|
|
2.1
|
%
|
|
$
|
71,910
|
|
|
100.0
|
%
|
|
1.8
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
(1)
|
Excludes
$300 million
and
$240 million
average balance of non-interest-bearing deposits for the three months ended
March 31, 2018
and
2017
, respectively. Non-interest-bearing deposits comprise less than 10% of total deposits for the three months ended
March 31, 2018
and
2017
.
|
Three months ended March 31 ($ in millions)
|
2018
|
|
2017
|
||||||||||||||||
Average
Balance
|
|
% of
Total
|
|
Average
Rate
|
|
Average
Balance
|
|
% of
Total
|
|
Average
Rate
|
|||||||||
Direct deposits:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Certificates of deposit (including IRA certificates of deposit)
|
$
|
26,025
|
|
|
46.2
|
%
|
|
1.7
|
%
|
|
$
|
21,235
|
|
|
41.0
|
%
|
|
1.5
|
%
|
Savings accounts (including money market accounts)
|
17,813
|
|
|
31.6
|
|
|
1.5
|
|
|
17,345
|
|
|
33.5
|
|
|
1.0
|
|
||
Brokered deposits
|
12,518
|
|
|
22.2
|
|
|
2.4
|
|
|
13,249
|
|
|
25.5
|
|
|
2.1
|
|
||
Total interest-bearing deposits
|
$
|
56,356
|
|
|
100.0
|
%
|
|
1.8
|
%
|
|
$
|
51,829
|
|
|
100.0
|
%
|
|
1.5
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
($ in millions)
|
3 Months or
Less
|
|
Over
3 Months
but within
6 Months
|
|
Over
6 Months
but within
12 Months
|
|
Over
12 Months
|
|
Total
|
||||||||||
U.S. deposits (less than $100,000)
(1)
|
$
|
7,663
|
|
|
$
|
1,106
|
|
|
$
|
5,063
|
|
|
$
|
9,570
|
|
|
$
|
23,402
|
|
U.S. deposits ($100,000 or more)
|
|
|
|
|
|
|
|
|
|
||||||||||
Direct deposits:
|
|
|
|
|
|
|
|
|
|
||||||||||
Certificates of deposit (including IRA certificates of deposit)
|
2,391
|
|
|
1,646
|
|
|
7,713
|
|
|
5,607
|
|
|
17,357
|
|
|||||
Savings accounts (including money market accounts)
|
14,033
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
14,033
|
|
|||||
Brokered deposits:
|
|
|
|
|
|
|
|
|
|
||||||||||
Sweep accounts
|
1,778
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1,778
|
|
|||||
Total
|
$
|
25,865
|
|
|
$
|
2,752
|
|
|
$
|
12,776
|
|
|
$
|
15,177
|
|
|
$
|
56,570
|
|
(1)
|
Includes brokered certificates of deposit for which underlying individual deposit balances are assumed to be less than $100,000.
|
($ in millions)
|
Less Than
One Year
|
|
One Year
Through
Three
Years
|
|
After
Three
Through
Five
Years
|
|
After Five
Years
|
|
Total
|
||||||||||
Scheduled maturities of long-term borrowings—owed to securitization investors:
|
|
|
|
|
|
|
|
|
|
||||||||||
SYNCT
(1)
|
$
|
2,528
|
|
|
$
|
3,957
|
|
|
$
|
1,590
|
|
|
$
|
—
|
|
|
$
|
8,075
|
|
SFT
|
—
|
|
|
2,850
|
|
|
—
|
|
|
—
|
|
|
2,850
|
|
|||||
SYNIT
|
—
|
|
|
1,300
|
|
|
—
|
|
|
—
|
|
|
1,300
|
|
|||||
Total long-term borrowings—owed to securitization investors
|
$
|
2,528
|
|
|
$
|
8,107
|
|
|
$
|
1,590
|
|
|
$
|
—
|
|
|
$
|
12,225
|
|
(1)
|
Excludes subordinated classes of SYNCT notes that we own.
|
|
Note Principal Balance
($ in millions)
|
|
# of Series
Outstanding
|
|
Three-Month Rolling
Average Excess
Spread
(1)
|
||||
SYNCT
(2)
|
$
|
9,331
|
|
|
16
|
|
|
~14.4% to 15.5%
|
|
SFT
|
$
|
2,850
|
|
|
10
|
|
|
12.4
|
%
|
SYNIT
|
$
|
1,300
|
|
|
3
|
|
|
~20.1% to 21.2%
|
|
(1)
|
Represents the excess spread (generally calculated as interest income collected from the applicable pool of loan receivables less applicable net charge-offs, interest expense and servicing costs, divided by the aggregate principal amount of loan receivables in the applicable pool) for each trust (or, in the case of SYNCT, represents a range of the excess spreads relating to the particular series issued within the trust), in each case calculated in accordance with the applicable trust or series documentation, for the three securitization monthly periods ended
March 31, 2018
.
|
(2)
|
Includes subordinated classes of SYNCT notes that we own.
|
($ in millions)
|
|
Maturity
|
|
Principal Amount Outstanding
(1)
|
||
Fixed rate senior unsecured notes:
|
|
|
|
|
||
Synchrony Financial
|
|
|
|
|
||
2.600% senior unsecured notes
|
|
January, 2019
|
|
$
|
1,000
|
|
3.000% senior unsecured notes
|
|
August, 2019
|
|
1,100
|
|
|
2.700% senior unsecured notes
|
|
February, 2020
|
|
750
|
|
|
3.750% senior unsecured notes
|
|
August, 2021
|
|
750
|
|
|
4.250% senior unsecured notes
|
|
August, 2024
|
|
1,250
|
|
|
4.500% senior unsecured notes
|
|
July, 2025
|
|
1,000
|
|
|
3.700% senior unsecured notes
|
|
August, 2026
|
|
500
|
|
|
3.950% senior unsecured notes
|
|
December, 2027
|
|
1,000
|
|
|
Synchrony Bank
|
|
|
|
|
||
3.000% senior unsecured notes
|
|
June, 2022
|
|
750
|
|
|
Total fixed rate senior unsecured notes
|
|
|
|
$
|
8,100
|
|
|
|
|
|
|
||
Floating rate senior unsecured notes:
|
|
|
|
|
||
Synchrony Financial
|
|
|
|
|
||
Three-month LIBOR plus 1.23% senior unsecured notes
|
|
February, 2020
|
|
250
|
|
|
Synchrony Bank
|
|
|
|
|
||
Three-month LIBOR plus 0.625% senior unsecured notes
|
|
March, 2020
|
|
500
|
|
|
Total floating rate senior unsecured notes
|
|
|
|
$
|
750
|
|
(1)
|
The amounts shown exclude unamortized debt discount, premiums and issuance cost.
|
Cash Dividends Declared
|
|
Month of Payment
|
|
Amount per Common Share
|
|
Amount
|
||||
($ in millions, except per share data)
|
|
|
|
|
|
|
||||
Three months ended March 31, 2018
|
|
February 2018
|
|
$
|
0.15
|
|
|
$
|
114
|
|
Total dividends declared
|
|
|
|
$
|
0.15
|
|
|
$
|
114
|
|
|
|
|
|
|
|
|
Shares Repurchased Under Publicly Announced Programs
|
|
Total Number of Shares Purchased
|
|
Dollar Value of Share Purchased
|
|||
|
|
|
|
|
|||
($ and shares in millions)
|
|
|
|
|
|||
Three months ended March 31, 2018
|
|
10.4
|
|
|
$
|
410
|
|
Total
|
|
10.4
|
|
|
$
|
410
|
|
|
|
|
|
|
|
Basel III
|
||||||||||||
|
At March 31, 2018
(1)
|
|
At December 31, 2017
(2)
|
||||||||||
($ in millions)
|
Amount
|
|
Ratio
(3)
|
|
Amount
|
|
Ratio
(3)
|
||||||
Total risk-based capital
|
$
|
13,878
|
|
|
18.1
|
%
|
|
$
|
13,954
|
|
|
17.3
|
%
|
Tier 1 risk-based capital
|
$
|
12,863
|
|
|
16.8
|
%
|
|
$
|
12,890
|
|
|
16.0
|
%
|
Tier 1 leverage
|
$
|
12,863
|
|
|
13.7
|
%
|
|
$
|
12,890
|
|
|
13.8
|
%
|
Common equity Tier 1 capital
|
$
|
12,863
|
|
|
16.8
|
%
|
|
$
|
12,890
|
|
|
16.0
|
%
|
Risk-weighted assets
|
$
|
76,509
|
|
|
|
|
$
|
80,669
|
|
|
|
(1)
|
Amounts presented do not reflect certain modifications to the regulatory capital rules proposed by the federal banking agencies in September 2017, which among other things, may increase the risk weighting of certain deferred tax assets from 100% to 250% if the proposed rule becomes effective.
|
(2)
|
Amounts at December 31, 2017 are presented in accordance with applicable transition guidelines.
|
(3)
|
Tier 1 leverage ratio represents total tier 1 capital as a percentage of total average assets, after certain adjustments. All other ratios presented above represent the applicable capital measure as a percentage of risk-weighted assets.
|
|
At March 31, 2018
|
|
At December 31, 2017
|
|
Minimum to be Well-
Capitalized under Prompt Corrective Action Provisions - Basel III |
|||||||||||||||
($ in millions)
|
Amount
|
|
Ratio
|
|
Amount
|
|
Ratio
|
|
Amount
|
|
Ratio
|
|||||||||
Total risk-based capital
|
$
|
11,054
|
|
|
17.4
|
%
|
|
$
|
10,842
|
|
|
16.2
|
%
|
|
$
|
6,364
|
|
|
10.0
|
%
|
Tier 1 risk-based capital
|
$
|
10,205
|
|
|
16.0
|
%
|
|
$
|
9,958
|
|
|
14.9
|
%
|
|
$
|
5,091
|
|
|
8.0
|
%
|
Tier 1 leverage
|
$
|
10,205
|
|
|
13.1
|
%
|
|
$
|
9,958
|
|
|
12.9
|
%
|
|
$
|
3,909
|
|
|
5.0
|
%
|
Common equity Tier 1 capital
|
$
|
10,205
|
|
|
16.0
|
%
|
|
$
|
9,958
|
|
|
14.9
|
%
|
|
$
|
4,136
|
|
|
6.5
|
%
|
|
Three months ended March 31,
|
||||||
($ in millions, except per share data)
|
2018
|
|
2017
|
||||
Interest income:
|
|
|
|
||||
Interest and fees on loans (Note 4)
|
$
|
4,172
|
|
|
$
|
3,877
|
|
Interest on debt securities
|
72
|
|
|
36
|
|
||
Total interest income
|
4,244
|
|
|
3,913
|
|
||
Interest expense:
|
|
|
|
||||
Interest on deposits
|
249
|
|
|
194
|
|
||
Interest on borrowings of consolidated securitization entities
|
74
|
|
|
65
|
|
||
Interest on third-party debt
|
79
|
|
|
67
|
|
||
Total interest expense
|
402
|
|
|
326
|
|
||
Net interest income
|
3,842
|
|
|
3,587
|
|
||
Retailer share arrangements
|
(720
|
)
|
|
(684
|
)
|
||
Net interest income, after retailer share arrangements
|
3,122
|
|
|
2,903
|
|
||
Provision for loan losses (Note 4)
|
1,362
|
|
|
1,306
|
|
||
Net interest income, after retailer share arrangements and provision for loan losses
|
1,760
|
|
|
1,597
|
|
||
Other income:
|
|
|
|
||||
Interchange revenue
|
158
|
|
|
145
|
|
||
Debt cancellation fees
|
66
|
|
|
68
|
|
||
Loyalty programs
|
(155
|
)
|
|
(137
|
)
|
||
Other
|
6
|
|
|
17
|
|
||
Total other income
|
75
|
|
|
93
|
|
||
Other expense:
|
|
|
|
||||
Employee costs
|
358
|
|
|
323
|
|
||
Professional fees
|
166
|
|
|
151
|
|
||
Marketing and business development
|
121
|
|
|
94
|
|
||
Information processing
|
104
|
|
|
90
|
|
||
Other
|
239
|
|
|
250
|
|
||
Total other expense
|
988
|
|
|
908
|
|
||
Earnings before provision for income taxes
|
847
|
|
|
782
|
|
||
Provision for income taxes (Note 12)
|
207
|
|
|
283
|
|
||
Net earnings
|
$
|
640
|
|
|
$
|
499
|
|
|
|
|
|
||||
Earnings per share
|
|
|
|
||||
Basic
|
$
|
0.84
|
|
|
$
|
0.61
|
|
Diluted
|
$
|
0.83
|
|
|
$
|
0.61
|
|
|
|
|
|
||||
Dividends declared per common share
|
$
|
0.15
|
|
|
$
|
0.13
|
|
|
Three months ended March 31,
|
||||||
($ in millions)
|
2018
|
|
2017
|
||||
|
|
|
|
||||
Net earnings
|
$
|
640
|
|
|
$
|
499
|
|
|
|
|
|
||||
Other comprehensive income (loss)
|
|
|
|
||||
Debt securities
|
(20
|
)
|
|
(1
|
)
|
||
Currency translation adjustments
|
(3
|
)
|
|
(1
|
)
|
||
Employee benefit plans
|
1
|
|
|
—
|
|
||
Other comprehensive income (loss)
|
(22
|
)
|
|
(2
|
)
|
||
|
|
|
|
||||
Comprehensive income
|
$
|
618
|
|
|
$
|
497
|
|
($ in millions)
|
At March 31, 2018
|
|
At December 31, 2017
|
||||
|
(Unaudited)
|
|
|
||||
Assets
|
|
|
|
||||
Cash and equivalents
|
$
|
13,044
|
|
|
$
|
11,602
|
|
Debt securities (Note 3)
|
6,259
|
|
|
4,473
|
|
||
Loan receivables: (Notes 4 and 5)
|
|
|
|
||||
Unsecuritized loans held for investment
|
52,469
|
|
|
55,526
|
|
||
Restricted loans of consolidated securitization entities
|
25,384
|
|
|
26,421
|
|
||
Total loan receivables
|
77,853
|
|
|
81,947
|
|
||
Less: Allowance for loan losses
|
(5,738
|
)
|
|
(5,574
|
)
|
||
Loan receivables, net
|
72,115
|
|
|
76,373
|
|
||
Goodwill
|
991
|
|
|
991
|
|
||
Intangible assets, net (Note 6)
|
780
|
|
|
749
|
|
||
Other assets
|
2,370
|
|
|
1,620
|
|
||
Total assets
|
$
|
95,559
|
|
|
$
|
95,808
|
|
|
|
|
|
||||
Liabilities and Equity
|
|
|
|
||||
Deposits: (Note 7)
|
|
|
|
||||
Interest-bearing deposit accounts
|
$
|
56,285
|
|
|
$
|
56,276
|
|
Non-interest-bearing deposit accounts
|
285
|
|
|
212
|
|
||
Total deposits
|
56,570
|
|
|
56,488
|
|
||
Borrowings: (Notes 5 and 8)
|
|
|
|
||||
Borrowings of consolidated securitization entities
|
12,214
|
|
|
12,497
|
|
||
Senior unsecured notes
|
8,801
|
|
|
8,302
|
|
||
Total borrowings
|
21,015
|
|
|
20,799
|
|
||
Accrued expenses and other liabilities
|
3,618
|
|
|
4,287
|
|
||
Total liabilities
|
$
|
81,203
|
|
|
$
|
81,574
|
|
|
|
|
|
||||
Equity:
|
|
|
|
||||
Common Stock, par share value $0.001 per share; 4,000,000,000 shares authorized; 833,984,684 shares issued at both March 31, 2018 and December 31, 2017; 760,278,930 and 770,531,433 shares outstanding at March 31, 2018 and December 31, 2017, respectively
|
$
|
1
|
|
|
$
|
1
|
|
Additional paid-in capital
|
9,470
|
|
|
9,445
|
|
||
Retained earnings
|
7,334
|
|
|
6,809
|
|
||
Accumulated other comprehensive income (loss):
|
|
|
|
||||
Debt securities
|
(39
|
)
|
|
(19
|
)
|
||
Currency translation adjustments
|
(20
|
)
|
|
(17
|
)
|
||
Other
|
(27
|
)
|
|
(28
|
)
|
||
Treasury Stock, at cost; 73,705,754 and 63,453,251 shares at March 31, 2018 and December 31, 2017, respectively
|
(2,363
|
)
|
|
(1,957
|
)
|
||
Total equity
|
14,356
|
|
|
14,234
|
|
||
Total liabilities and equity
|
$
|
95,559
|
|
|
$
|
95,808
|
|
|
Common Stock
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
($ in millions, shares in thousands)
|
Shares Issued
|
|
Amount
|
|
Additional Paid-in Capital
|
|
Retained Earnings
|
|
Accumulated Other Comprehensive Income (Loss)
|
|
Treasury Stock
|
|
Total Equity
|
|||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
Balance at January 1, 2017
|
833,985
|
|
|
$
|
1
|
|
|
$
|
9,393
|
|
|
$
|
5,330
|
|
|
$
|
(53
|
)
|
|
$
|
(475
|
)
|
|
$
|
14,196
|
|
Net earnings
|
—
|
|
|
—
|
|
|
—
|
|
|
499
|
|
|
—
|
|
|
—
|
|
|
499
|
|
||||||
Other comprehensive income
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(2
|
)
|
|
—
|
|
|
(2
|
)
|
||||||
Purchases of treasury stock
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
$
|
(238
|
)
|
|
(238
|
)
|
|||||
Stock-based compensation
|
—
|
|
|
—
|
|
|
12
|
|
|
—
|
|
|
—
|
|
|
1
|
|
|
13
|
|
||||||
Dividends - common stock
|
—
|
|
|
—
|
|
|
—
|
|
|
(105
|
)
|
|
—
|
|
|
—
|
|
|
(105
|
)
|
||||||
Balance at March 31, 2017
|
833,985
|
|
|
$
|
1
|
|
|
$
|
9,405
|
|
|
$
|
5,724
|
|
|
$
|
(55
|
)
|
|
$
|
(712
|
)
|
|
$
|
14,363
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
Balance at January 1, 2018
|
833,985
|
|
|
$
|
1
|
|
|
$
|
9,445
|
|
|
$
|
6,809
|
|
|
$
|
(64
|
)
|
|
$
|
(1,957
|
)
|
|
$
|
14,234
|
|
Net earnings
|
—
|
|
|
—
|
|
|
—
|
|
|
640
|
|
|
—
|
|
|
—
|
|
|
640
|
|
||||||
Other comprehensive income
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(22
|
)
|
|
—
|
|
|
(22
|
)
|
||||||
Purchases of treasury stock
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(410
|
)
|
|
(410
|
)
|
||||||
Stock-based compensation
|
—
|
|
|
—
|
|
|
25
|
|
|
(1
|
)
|
|
—
|
|
|
4
|
|
|
28
|
|
||||||
Dividends - common stock
|
—
|
|
|
—
|
|
|
—
|
|
|
(114
|
)
|
|
—
|
|
|
—
|
|
|
(114
|
)
|
||||||
Balance at March 31, 2018
|
833,985
|
|
|
$
|
1
|
|
|
$
|
9,470
|
|
|
$
|
7,334
|
|
|
$
|
(86
|
)
|
|
$
|
(2,363
|
)
|
|
$
|
14,356
|
|
|
Three months ended March 31,
|
||||||
(
$ in millions
)
|
2018
|
|
2017
|
||||
Cash flows - operating activities
|
|
|
|
||||
Net earnings
|
$
|
640
|
|
|
$
|
499
|
|
Adjustments to reconcile net earnings to cash provided from operating activities
|
|
|
|
||||
Provision for loan losses
|
1,362
|
|
|
1,306
|
|
||
Deferred income taxes
|
19
|
|
|
19
|
|
||
Depreciation and amortization
|
71
|
|
|
59
|
|
||
(Increase) decrease in interest and fees receivable
|
16
|
|
|
40
|
|
||
(Increase) decrease in other assets
|
148
|
|
|
231
|
|
||
Increase (decrease) in accrued expenses and other liabilities
|
(511
|
)
|
|
(846
|
)
|
||
All other operating activities
|
170
|
|
|
172
|
|
||
Cash provided from (used for) operating activities
|
1,915
|
|
|
1,480
|
|
||
|
|
|
|
||||
Cash flows - investing activities
|
|
|
|
||||
Maturity and sales of debt securities
|
718
|
|
|
399
|
|
||
Purchases of debt securities
|
(2,546
|
)
|
|
(622
|
)
|
||
Acquisition of loan receivables
|
—
|
|
|
(73
|
)
|
||
Net (increase) decrease in loan receivables
|
2,659
|
|
|
1,918
|
|
||
All other investing activities
|
(76
|
)
|
|
(242
|
)
|
||
Cash provided from (used for) investing activities
|
755
|
|
|
1,380
|
|
||
|
|
|
|
||||
Cash flows - financing activities
|
|
|
|
||||
Borrowings of consolidated securitization entities
|
|
|
|
||||
Proceeds from issuance of securitized debt
|
1,417
|
|
|
750
|
|
||
Maturities and repayment of securitized debt
|
(1,701
|
)
|
|
(708
|
)
|
||
Third-party debt
|
|
|
|
||||
Proceeds from issuance of third-party debt
|
497
|
|
|
—
|
|
||
Net increase (decrease) in deposits
|
(3
|
)
|
|
(528
|
)
|
||
Purchases of treasury stock
|
(410
|
)
|
|
(238
|
)
|
||
Dividends paid on common stock
|
(114
|
)
|
|
(105
|
)
|
||
All other financing activities
|
1
|
|
|
—
|
|
||
Cash provided from (used for) financing activities
|
(313
|
)
|
|
(829
|
)
|
||
|
|
|
|
||||
Increase (decrease) in cash and equivalents, including restricted amounts
|
2,357
|
|
|
2,031
|
|
||
Cash and equivalents, including restricted amounts, at beginning of period
|
11,817
|
|
|
9,668
|
|
||
Cash and equivalents at end of period:
|
|
|
|
||||
Cash and equivalents
|
13,044
|
|
|
11,392
|
|
||
Restricted cash and equivalents included in other assets
|
1,130
|
|
|
307
|
|
||
Total cash and equivalents, including restricted amounts, at end of period
|
$
|
14,174
|
|
|
$
|
11,699
|
|
|
March 31, 2018
|
|
December 31, 2017
|
||||||||||||||||||||||||||||
|
|
|
Gross
|
|
|
Gross
|
|
|
|
|
|
|
Gross
|
|
|
Gross
|
|
|
|
||||||||||||
|
Amortized
|
|
|
unrealized
|
|
|
unrealized
|
|
|
Estimated
|
|
|
Amortized
|
|
|
unrealized
|
|
|
unrealized
|
|
|
Estimated
|
|
||||||||
($ in millions)
|
cost
|
|
|
gains
|
|
|
losses
|
|
|
fair value
|
|
|
cost
|
|
|
gains
|
|
|
losses
|
|
|
fair value
|
|
||||||||
U.S. government and federal agency
|
$
|
3,361
|
|
|
$
|
—
|
|
|
$
|
(9
|
)
|
|
$
|
3,352
|
|
|
$
|
2,419
|
|
|
$
|
—
|
|
|
$
|
(3
|
)
|
|
$
|
2,416
|
|
State and municipal
|
42
|
|
|
—
|
|
|
—
|
|
|
42
|
|
|
44
|
|
|
—
|
|
|
—
|
|
|
44
|
|
||||||||
Residential mortgage-backed
(a)
|
1,239
|
|
|
1
|
|
|
(46
|
)
|
|
1,194
|
|
|
1,258
|
|
|
1
|
|
|
(28
|
)
|
|
1,231
|
|
||||||||
Asset-backed
(b)
|
1,672
|
|
|
—
|
|
|
(3
|
)
|
|
1,669
|
|
|
781
|
|
|
—
|
|
|
(1
|
)
|
|
780
|
|
||||||||
U.S. corporate debt
|
2
|
|
|
—
|
|
|
—
|
|
|
2
|
|
|
2
|
|
|
—
|
|
|
—
|
|
|
2
|
|
||||||||
Total
|
$
|
6,316
|
|
|
$
|
1
|
|
|
$
|
(58
|
)
|
|
$
|
6,259
|
|
|
$
|
4,504
|
|
|
$
|
1
|
|
|
$
|
(32
|
)
|
|
$
|
4,473
|
|
(a)
|
All of our residential mortgage-backed securities have been issued by government-sponsored entities and are collateralized by U.S. mortgages. At
March 31, 2018
and
December 31, 2017
,
$342
million and
$344
million, respectively, are pledged by the Bank as collateral to the Federal Reserve to secure Federal Reserve Discount Window advances.
|
(b)
|
All of our asset-backed securities are collateralized by credit card loans.
|
|
In loss position for
|
||||||||||||||
|
Less than 12 months
|
|
12 months or more
|
||||||||||||
|
|
|
Gross
|
|
|
|
|
Gross
|
|
||||||
|
Estimated
|
|
|
unrealized
|
|
|
Estimated
|
|
|
unrealized
|
|
||||
($ in millions)
|
fair value
|
|
|
losses
|
|
|
fair value
|
|
|
losses
|
|
||||
At March 31, 2018
|
|
|
|
|
|
|
|
||||||||
U.S. government and federal agency
|
$
|
2,904
|
|
|
$
|
(9
|
)
|
|
$
|
150
|
|
|
$
|
—
|
|
State and municipal
|
10
|
|
|
—
|
|
|
28
|
|
|
—
|
|
||||
Residential mortgage-backed
|
275
|
|
|
(4
|
)
|
|
895
|
|
|
(42
|
)
|
||||
Asset-backed
|
1,463
|
|
|
(3
|
)
|
|
—
|
|
|
—
|
|
||||
Total
|
$
|
4,652
|
|
|
$
|
(16
|
)
|
|
$
|
1,073
|
|
|
$
|
(42
|
)
|
|
|
|
|
|
|
|
|
||||||||
At December 31, 2017
|
|
|
|
|
|
|
|
||||||||
U.S. government and federal agency
|
$
|
2,416
|
|
|
$
|
(3
|
)
|
|
$
|
—
|
|
|
$
|
—
|
|
State and municipal
|
—
|
|
|
—
|
|
|
29
|
|
|
—
|
|
||||
Residential mortgage-backed
|
142
|
|
|
(1
|
)
|
|
1,026
|
|
|
(27
|
)
|
||||
Asset-backed
|
626
|
|
|
(1
|
)
|
|
—
|
|
|
—
|
|
||||
Total
|
$
|
3,184
|
|
|
$
|
(5
|
)
|
|
$
|
1,055
|
|
|
$
|
(27
|
)
|
|
Amortized
|
|
|
Estimated
|
|
||
At March 31, 2018 ($ in millions)
|
cost
|
|
|
fair value
|
|
||
|
|
|
|
||||
Due
|
|
|
|
||||
Within one year
|
$
|
3,975
|
|
|
$
|
3,970
|
|
After one year through five years
|
$
|
1,061
|
|
|
$
|
1,053
|
|
After five years through ten years
|
$
|
58
|
|
|
$
|
58
|
|
After ten years
|
$
|
1,222
|
|
|
$
|
1,178
|
|
($ in millions)
|
March 31, 2018
|
|
December 31, 2017
|
||||
|
|
|
|
||||
Credit cards
|
$
|
74,952
|
|
|
$
|
79,026
|
|
Consumer installment loans
|
1,590
|
|
|
1,578
|
|
||
Commercial credit products
|
1,275
|
|
|
1,303
|
|
||
Other
|
36
|
|
|
40
|
|
||
Total loan receivables, before allowance for losses
(a)(b)
|
$
|
77,853
|
|
|
$
|
81,947
|
|
(a)
|
Total loan receivables include
$25.4
billion and
$26.4
billion of restricted loans of consolidated securitization entities at
March 31, 2018
and
December 31, 2017
, respectively. See Note 5.
Variable Interest Entities
for further information on these restricted loans.
|
(b)
|
At
March 31, 2018
and
December 31, 2017
, loan receivables included deferred expense, net of deferred income, of
$107
million and
$97 million
, respectively.
|
($ in millions)
|
Balance at January 1, 2018
|
|
|
Provision charged to operations
|
|
|
Gross charge-offs
|
|
|
Recoveries
|
|
|
Balance at
March 31, 2018 |
|
|||||
|
|
|
|
|
|
|
|
|
|
||||||||||
Credit cards
|
$
|
5,483
|
|
|
$
|
1,334
|
|
|
$
|
(1,372
|
)
|
|
$
|
195
|
|
|
$
|
5,640
|
|
Consumer installment loans
|
40
|
|
|
16
|
|
|
(15
|
)
|
|
4
|
|
|
45
|
|
|||||
Commercial credit products
|
50
|
|
|
12
|
|
|
(12
|
)
|
|
2
|
|
|
52
|
|
|||||
Other
|
1
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
$
|
1
|
|
||||
Total
|
$
|
5,574
|
|
|
$
|
1,362
|
|
|
$
|
(1,399
|
)
|
|
$
|
201
|
|
|
$
|
5,738
|
|
($ in millions)
|
Balance at January 1, 2017
|
|
|
Provision charged to operations
|
|
|
Gross charge-offs
|
|
|
Recoveries
|
|
|
Balance at
March 31, 2017 |
|
|||||
|
|
|
|
|
|
|
|
|
|
||||||||||
Credit cards
|
$
|
4,254
|
|
|
$
|
1,278
|
|
|
$
|
(1,184
|
)
|
|
$
|
237
|
|
|
$
|
4,585
|
|
Consumer installment loans
|
37
|
|
|
13
|
|
|
(14
|
)
|
|
4
|
|
|
40
|
|
|||||
Commercial credit products
|
52
|
|
|
15
|
|
|
(18
|
)
|
|
1
|
|
|
50
|
|
|||||
Other
|
1
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
$
|
1
|
|
||||
Total
|
$
|
4,344
|
|
|
$
|
1,306
|
|
|
$
|
(1,216
|
)
|
|
$
|
242
|
|
|
$
|
4,676
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
At March 31, 2018 ($ in millions)
|
30-89 days delinquent
|
|
|
90 or more days delinquent
|
|
|
Total past due
|
|
|
90 or more days delinquent and accruing
|
|
|
Total non-accruing
|
|
|||||
|
|
|
|
|
|
|
|
|
|
||||||||||
Credit cards
|
$
|
1,692
|
|
|
$
|
1,754
|
|
|
$
|
3,446
|
|
|
$
|
1,754
|
|
|
$
|
—
|
|
Consumer installment loans
|
18
|
|
|
4
|
|
|
22
|
|
|
—
|
|
|
4
|
|
|||||
Commercial credit products
|
35
|
|
|
18
|
|
|
53
|
|
|
18
|
|
|
—
|
|
|||||
Total delinquent loans
|
$
|
1,745
|
|
|
$
|
1,776
|
|
|
$
|
3,521
|
|
|
$
|
1,772
|
|
|
$
|
4
|
|
Percentage of total loan receivables
|
2.2
|
%
|
|
2.3
|
%
|
|
4.5
|
%
|
|
2.3
|
%
|
|
—
|
%
|
At December 31, 2017 ($ in millions)
|
30-89 days delinquent
|
|
|
90 or more days delinquent
|
|
|
Total past due
|
|
|
90 or more days delinquent and accruing
|
|
|
Total non-accruing
|
|
|||||
|
|
|
|
|
|
|
|
|
|
||||||||||
Credit cards
|
$
|
1,906
|
|
|
$
|
1,849
|
|
|
$
|
3,755
|
|
|
$
|
1,849
|
|
|
$
|
—
|
|
Consumer installment loans
|
25
|
|
|
5
|
|
|
30
|
|
|
—
|
|
|
5
|
|
|||||
Commercial credit products
|
31
|
|
|
15
|
|
|
46
|
|
|
15
|
|
|
—
|
|
|||||
Total delinquent loans
|
$
|
1,962
|
|
|
$
|
1,869
|
|
|
$
|
3,831
|
|
|
$
|
1,864
|
|
|
$
|
5
|
|
Percentage of total loan receivables
|
2.4
|
%
|
|
2.3
|
%
|
|
4.7
|
%
|
|
2.3
|
%
|
|
—
|
%
|
|
Three months ended March 31,
|
||||||
($ in millions)
|
2018
|
|
2017
|
||||
Credit cards
|
$
|
221
|
|
|
$
|
172
|
|
Consumer installment loans
|
—
|
|
|
—
|
|
||
Commercial credit products
|
1
|
|
|
1
|
|
||
Total
|
$
|
222
|
|
|
$
|
173
|
|
At March 31, 2018 ($ in millions)
|
Total recorded
investment
|
|
|
Related allowance
|
|
|
Net recorded investment
|
|
|
Unpaid principal balance
|
|
||||
Credit cards
|
$
|
1,074
|
|
|
$
|
(466
|
)
|
|
$
|
608
|
|
|
$
|
960
|
|
Consumer installment loans
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
Commercial credit products
|
5
|
|
|
(3
|
)
|
|
2
|
|
|
5
|
|
||||
Total
|
$
|
1,079
|
|
|
$
|
(469
|
)
|
|
$
|
610
|
|
|
$
|
965
|
|
At December 31, 2017 ($ in millions)
|
Total recorded
investment
|
|
|
Related allowance
|
|
|
Net recorded investment
|
|
|
Unpaid principal balance
|
|
||||
Credit cards
|
$
|
1,038
|
|
|
$
|
(444
|
)
|
|
$
|
594
|
|
|
$
|
925
|
|
Consumer installment loans
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
Commercial credit products
|
5
|
|
|
(2
|
)
|
|
3
|
|
|
5
|
|
||||
Total
|
$
|
1,043
|
|
|
$
|
(446
|
)
|
|
$
|
597
|
|
|
$
|
930
|
|
Three months ended March 31,
|
2018
|
|
2017
|
||||||||||||||||
($ in millions)
|
Interest income recognized during period when loans were impaired
|
|
Interest income that would have been recorded with original terms
|
|
Average recorded investment
|
|
|
Interest income recognized during period when loans were impaired
|
|
Interest income that would have been recorded with original terms
|
|
Average recorded investment
|
|
||||||
Credit cards
|
$
|
12
|
|
$
|
62
|
|
$
|
1,056
|
|
|
$
|
12
|
|
$
|
51
|
|
$
|
878
|
|
Consumer installment loans
|
—
|
|
—
|
|
—
|
|
|
—
|
|
—
|
|
—
|
|
||||||
Commercial credit products
|
—
|
|
—
|
|
5
|
|
|
—
|
|
—
|
|
6
|
|
||||||
Total
|
$
|
12
|
|
$
|
62
|
|
$
|
1,061
|
|
|
$
|
12
|
|
$
|
51
|
|
$
|
884
|
|
|
|
|
|
|
|
|
|
Three months ended March 31,
|
2018
|
|
2017
|
||||||||||
($ in millions)
|
Accounts defaulted
|
|
|
Loans defaulted
|
|
|
Accounts defaulted
|
|
|
Loans defaulted
|
|
||
Credit cards
|
23,701
|
|
|
$
|
53
|
|
|
19,755
|
|
|
$
|
40
|
|
Consumer installment loans
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||
Commercial credit products
|
68
|
|
|
1
|
|
|
32
|
|
|
—
|
|
||
Total
|
23,769
|
|
|
$
|
54
|
|
|
19,787
|
|
|
$
|
40
|
|
|
|
|
|
|
|
|
|
|
March 31, 2018
|
|
December 31, 2017
|
|
March 31, 2017
|
|||||||||||||||||||||
|
661 or
|
|
|
601 to
|
|
|
600 or
|
|
|
661 or
|
|
|
601 to
|
|
|
600 or
|
|
|
661 or
|
|
|
601 to
|
|
|
600 or
|
|
|
higher
|
|
|
660
|
|
|
less
|
|
|
higher
|
|
|
660
|
|
|
less
|
|
|
higher
|
|
|
660
|
|
|
less
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Credit cards
|
73
|
%
|
|
19
|
%
|
|
8
|
%
|
|
73
|
%
|
|
19
|
%
|
|
8
|
%
|
|
71
|
%
|
|
21
|
%
|
|
8
|
%
|
Consumer installment loans
|
79
|
%
|
|
15
|
%
|
|
6
|
%
|
|
79
|
%
|
|
15
|
%
|
|
6
|
%
|
|
78
|
%
|
|
16
|
%
|
|
6
|
%
|
Commercial credit products
|
88
|
%
|
|
7
|
%
|
|
5
|
%
|
|
88
|
%
|
|
7
|
%
|
|
5
|
%
|
|
86
|
%
|
|
9
|
%
|
|
5
|
%
|
|
Three months ended March 31,
|
||||||
($ in millions)
|
2018
|
|
2017
|
||||
Credit cards
|
$
|
4,099
|
|
|
$
|
3,811
|
|
Consumer installment loans
|
36
|
|
|
32
|
|
||
Commercial credit products
|
36
|
|
|
34
|
|
||
Other
|
1
|
|
|
—
|
|
||
Total
|
$
|
4,172
|
|
|
$
|
3,877
|
|
($ in millions)
|
March 31, 2018
|
|
December 31, 2017
|
||||
Assets
|
|
|
|
||||
Loan receivables, net
(a)
|
$
|
23,911
|
|
|
$
|
24,990
|
|
Other assets
(b)
|
1,056
|
|
|
62
|
|
||
Total
|
$
|
24,967
|
|
|
$
|
25,052
|
|
|
|
|
|
||||
Liabilities
|
|
|
|
||||
Borrowings
|
$
|
12,214
|
|
|
$
|
12,497
|
|
Other liabilities
|
30
|
|
|
30
|
|
||
Total
|
$
|
12,244
|
|
|
$
|
12,527
|
|
(a)
|
Includes
$1.5 billion
and
$1.4
billion of related allowance for loan losses resulting in gross restricted loans of
$25.4
billion and
$26.4
billion at
March 31, 2018
and
December 31, 2017
, respectively.
|
(b)
|
Includes
$1.0 billion
and
$55 million
of segregated funds held by the VIEs at
March 31, 2018
and
December 31, 2017
, respectively, which are classified as restricted cash and equivalents and included as a component of other assets in our Condensed Consolidated Statements of Financial Position.
|
|
|
March 31, 2018
|
|
December 31, 2017
|
||||||||||||||||||||
($ in millions)
|
|
Gross carrying amount
|
|
|
Accumulated amortization
|
|
|
Net
|
|
|
Gross carrying amount
|
|
|
Accumulated amortization
|
|
|
Net
|
|
||||||
Customer-related
|
|
$
|
1,237
|
|
|
$
|
(696
|
)
|
|
$
|
541
|
|
|
$
|
1,242
|
|
|
$
|
(679
|
)
|
|
$
|
563
|
|
Capitalized software
|
|
444
|
|
|
(205
|
)
|
|
239
|
|
|
368
|
|
|
(182
|
)
|
|
186
|
|
||||||
Total
|
|
$
|
1,681
|
|
|
$
|
(901
|
)
|
|
$
|
780
|
|
|
$
|
1,610
|
|
|
$
|
(861
|
)
|
|
$
|
749
|
|
|
March 31, 2018
|
|
December 31, 2017
|
||||||||||
($ in millions)
|
Amount
|
|
|
Average rate
(a)
|
|
|
Amount
|
|
|
Average rate
(a)
|
|
||
|
|
|
|
|
|
|
|
||||||
Interest-bearing deposits
|
$
|
56,285
|
|
|
1.8
|
%
|
|
$
|
56,276
|
|
|
1.6
|
%
|
Non-interest-bearing deposits
|
285
|
|
|
—
|
|
|
212
|
|
|
—
|
|
||
Total deposits
|
$
|
56,570
|
|
|
|
|
$
|
56,488
|
|
|
|
(a)
|
Based on interest expense for the
three months ended
March 31, 2018
and the year ended
December 31, 2017
and average deposits balances.
|
($ in millions)
|
2018
|
|
|
2019
|
|
|
2020
|
|
|
2021
|
|
|
2022
|
|
|
Thereafter
|
|
||||||
Deposits
|
$
|
12,239
|
|
|
$
|
12,209
|
|
|
$
|
3,554
|
|
|
$
|
2,334
|
|
|
$
|
2,442
|
|
|
$
|
1,995
|
|
|
March 31, 2018
|
|
December 31, 2017
|
||||||||||||
($ in millions)
|
Maturity date
|
|
Interest Rate
|
|
Weighted average interest rate
|
|
Outstanding Amount
(a)
|
|
Outstanding Amount
(a)
|
||||||
|
|
|
|
|
|
|
|
|
|
||||||
Borrowings of consolidated securitization entities:
|
|
|
|
|
|
|
|
|
|
||||||
Fixed securitized borrowings
|
2018 - 2022
|
|
1.58% - 3.36%
|
|
|
2.16
|
%
|
|
$
|
8,064
|
|
|
$
|
8,347
|
|
Floating securitized borrowings
|
2019 - 2020
|
|
1.97% - 2.82%
|
|
|
2.33
|
%
|
|
4,150
|
|
|
4,150
|
|
||
Total borrowings of consolidated securitization entities
|
|
|
|
|
2.22
|
%
|
|
12,214
|
|
|
12,497
|
|
|||
|
|
|
|
|
|
|
|
|
|
||||||
Synchrony Financial senior unsecured notes:
|
|
|
|
|
|
|
|
|
|
||||||
Fixed senior unsecured notes
|
2019 - 2027
|
|
2.60% - 4.50%
|
|
|
3.59
|
%
|
|
7,311
|
|
|
7,310
|
|
||
Floating senior unsecured notes
|
2020
|
|
3.02
|
%
|
|
3.02
|
%
|
|
249
|
|
|
250
|
|
||
|
|
|
|
|
|
|
|
|
|
||||||
Synchrony Bank senior unsecured notes:
|
|
|
|
|
|
|
|
|
|
||||||
Fixed senior unsecured notes
|
2022
|
|
3.00
|
%
|
|
3.00
|
%
|
|
743
|
|
|
742
|
|
||
Floating senior unsecured notes
|
2020
|
|
2.93
|
%
|
|
2.93
|
%
|
|
498
|
|
|
—
|
|
||
Total senior unsecured notes
|
|
|
|
|
3.48
|
%
|
|
8,801
|
|
|
8,302
|
|
|||
|
|
|
|
|
|
|
|
|
|
||||||
Total borrowings
|
|
|
|
|
|
|
$
|
21,015
|
|
|
$
|
20,799
|
|
(a)
|
The amounts presented above for outstanding borrowings include unamortized debt premiums, discounts and issuance cost.
|
($ in millions)
|
2018
|
|
|
2019
|
|
|
2020
|
|
|
2021
|
|
|
2022
|
|
|
Thereafter
|
|
||||||
Borrowings
|
$
|
1,106
|
|
|
$
|
6,027
|
|
|
$
|
6,483
|
|
|
$
|
2,075
|
|
|
$
|
1,634
|
|
|
$
|
3,750
|
|
|
|
|
|
|
|
At March 31, 2018 ($ in millions)
|
Level 1
|
|
|
Level 2
|
|
|
Level 3
|
|
|
Total
|
|
||||
|
|
|
|
|
|
|
|
||||||||
Assets
|
|
|
|
|
|
|
|
||||||||
Debt securities
|
|
|
|
|
|
|
|
||||||||
U.S. Government and Federal Agency
|
$
|
—
|
|
|
$
|
3,352
|
|
|
$
|
—
|
|
|
$
|
3,352
|
|
State and municipal
|
—
|
|
|
—
|
|
|
42
|
|
|
42
|
|
||||
Residential mortgage-backed
|
—
|
|
|
1,194
|
|
|
—
|
|
|
1,194
|
|
||||
Asset-backed
|
—
|
|
|
1,669
|
|
|
—
|
|
|
1,669
|
|
||||
U.S. corporate debt
|
—
|
|
|
—
|
|
|
2
|
|
|
2
|
|
||||
Other assets
(a)
|
15
|
|
|
—
|
|
|
7
|
|
|
22
|
|
||||
Total
|
$
|
15
|
|
|
$
|
6,215
|
|
|
$
|
51
|
|
|
$
|
6,281
|
|
|
|
|
|
|
|
|
|
||||||||
At December 31, 2017 ($ in millions)
|
|
|
|
|
|
|
|
||||||||
|
|
|
|
|
|
|
|
||||||||
Assets
|
|
|
|
|
|
|
|
||||||||
Debt securities
|
|
|
|
|
|
|
|
||||||||
U.S. Government and Federal Agency
|
$
|
—
|
|
|
$
|
2,416
|
|
|
$
|
—
|
|
|
$
|
2,416
|
|
State and municipal
|
—
|
|
|
—
|
|
|
44
|
|
|
44
|
|
||||
Residential mortgage-backed
|
—
|
|
|
1,231
|
|
|
—
|
|
|
1,231
|
|
||||
Asset-backed
|
—
|
|
|
780
|
|
|
—
|
|
|
780
|
|
||||
U.S. corporate debt
|
—
|
|
|
—
|
|
|
2
|
|
|
2
|
|
||||
Other assets
(a)
|
15
|
|
|
—
|
|
|
—
|
|
|
15
|
|
||||
Total
|
$
|
15
|
|
|
$
|
4,427
|
|
|
$
|
46
|
|
|
$
|
4,488
|
|
(a)
|
Other assets primarily relate to equity investments measured at fair value.
|
|
Carrying
|
|
|
Corresponding fair value amount
|
|||||||||||||||
At March 31, 2018 ($ in millions)
|
value
|
|
|
Total
|
|
|
Level 1
|
|
|
Level 2
|
|
|
Level 3
|
|
|||||
Financial Assets
|
|
|
|
|
|
|
|
|
|
||||||||||
Financial assets for which carrying values equal or approximate fair value:
|
|
|
|
|
|
|
|
|
|
||||||||||
Cash and equivalents
(a)
|
$
|
13,044
|
|
|
$
|
13,044
|
|
|
$
|
13,044
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Other assets
(a)(b)
|
$
|
1,130
|
|
|
$
|
1,130
|
|
|
$
|
1,130
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Financial assets carried at other than fair value:
|
|
|
|
|
|
|
|
|
|
||||||||||
Loan receivables, net
(c)
|
$
|
72,115
|
|
|
$
|
81,169
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
81,169
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Financial Liabilities
|
|
|
|
|
|
|
|
|
|
||||||||||
Financial liabilities carried at other than fair value:
|
|
|
|
|
|
|
|
|
|
||||||||||
Deposits
|
$
|
56,570
|
|
|
$
|
56,662
|
|
|
$
|
—
|
|
|
$
|
56,662
|
|
|
$
|
—
|
|
Borrowings of consolidated securitization entities
|
$
|
12,214
|
|
|
$
|
12,137
|
|
|
$
|
—
|
|
|
$
|
7,986
|
|
|
$
|
4,151
|
|
Senior unsecured notes
|
$
|
8,801
|
|
|
$
|
8,745
|
|
|
$
|
—
|
|
|
$
|
8,745
|
|
|
$
|
—
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
|
Carrying
|
|
|
Corresponding fair value amount
|
|||||||||||||||
At December 31, 2017 ($ in millions)
|
value
|
|
|
Total
|
|
|
Level 1
|
|
|
Level 2
|
|
|
Level 3
|
|
|||||
Financial Assets
|
|
|
|
|
|
|
|
|
|
||||||||||
Financial assets for which carrying values equal or approximate fair value:
|
|
|
|
|
|
|
|
|
|
||||||||||
Cash and equivalents
(a)
|
$
|
11,602
|
|
|
$
|
11,602
|
|
|
$
|
11,602
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Other assets
(a)(b)
|
$
|
215
|
|
|
$
|
215
|
|
|
$
|
215
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Financial assets carried at other than fair value:
|
|
|
|
|
|
|
|
|
|
||||||||||
Loan receivables, net
(c)
|
$
|
76,373
|
|
|
$
|
85,871
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
85,871
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Financial Liabilities
|
|
|
|
|
|
|
|
|
|
||||||||||
Financial liabilities carried at other than fair value:
|
|
|
|
|
|
|
|
|
|
||||||||||
Deposits
|
$
|
56,488
|
|
|
$
|
56,754
|
|
|
$
|
—
|
|
|
$
|
56,754
|
|
|
$
|
—
|
|
Borrowings of consolidated securitization entities
|
$
|
12,497
|
|
|
$
|
12,475
|
|
|
$
|
—
|
|
|
$
|
8,323
|
|
|
$
|
4,152
|
|
Senior unsecured notes
|
$
|
8,302
|
|
|
$
|
8,471
|
|
|
$
|
—
|
|
|
$
|
8,471
|
|
|
$
|
—
|
|
(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)
|
Under certain retail partner program agreements, the expected sales proceeds related to the 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.
|
At March 31, 2018 ($ in millions)
|
Actual
|
|
Minimum for capital
adequacy purposes
|
||||||||||
|
Amount
|
|
Ratio
(a)
|
|
|
Amount
|
|
|
Ratio
(b)
|
|
|||
|
|
|
|
|
|
|
|
||||||
Total risk-based capital
|
$
|
13,878
|
|
|
18.1
|
%
|
|
$
|
6,121
|
|
|
8.0
|
%
|
Tier 1 risk-based capital
|
$
|
12,863
|
|
|
16.8
|
%
|
|
$
|
4,591
|
|
|
6.0
|
%
|
Tier 1 leverage
|
$
|
12,863
|
|
|
13.7
|
%
|
|
$
|
3,766
|
|
|
4.0
|
%
|
Common equity Tier 1 Capital
|
$
|
12,863
|
|
|
16.8
|
%
|
|
$
|
3,443
|
|
|
4.5
|
%
|
At December 31, 2017 ($ in millions)
|
Actual
|
|
Minimum for capital
adequacy purposes
|
||||||||||
|
Amount
|
|
Ratio
(a)
|
|
|
Amount
|
|
|
Ratio
(b)
|
|
|||
|
|
|
|
|
|
|
|
||||||
Total risk-based capital
|
$
|
13,954
|
|
|
17.3
|
%
|
|
$
|
6,454
|
|
|
8.0
|
%
|
Tier 1 risk-based capital
|
$
|
12,890
|
|
|
16.0
|
%
|
|
$
|
4,840
|
|
|
6.0
|
%
|
Tier 1 leverage
|
$
|
12,890
|
|
|
13.8
|
%
|
|
$
|
3,724
|
|
|
4.0
|
%
|
Common equity Tier 1 Capital
|
$
|
12,890
|
|
|
16.0
|
%
|
|
$
|
3,630
|
|
|
4.5
|
%
|
At March 31, 2018 ($ in millions)
|
Actual
|
|
Minimum for capital
adequacy purposes
|
|
Minimum to be well-capitalized under prompt corrective action provisions
|
|||||||||||||||
|
Amount
|
|
Ratio
(a)
|
|
Amount
|
|
|
Ratio
(b)
|
|
|
Amount
|
|
|
Ratio
|
|
|||||
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Total risk-based capital
|
$
|
11,054
|
|
|
17.4
|
%
|
|
$
|
5,091
|
|
|
8.0
|
%
|
|
$
|
6,364
|
|
|
10.0
|
%
|
Tier 1 risk-based capital
|
$
|
10,205
|
|
|
16.0
|
%
|
|
$
|
3,818
|
|
|
6.0
|
%
|
|
$
|
5,091
|
|
|
8.0
|
%
|
Tier 1 leverage
|
$
|
10,205
|
|
|
13.1
|
%
|
|
$
|
3,127
|
|
|
4.0
|
%
|
|
$
|
3,909
|
|
|
5.0
|
%
|
Common equity Tier I capital
|
$
|
10,205
|
|
|
16.0
|
%
|
|
$
|
2,864
|
|
|
4.5
|
%
|
|
$
|
4,136
|
|
|
6.5
|
%
|
At December 31, 2017 ($ in millions)
|
Actual
|
|
Minimum for capital
adequacy purposes
|
|
Minimum to be well-capitalized under prompt corrective action provisions
|
|||||||||||||||
|
Amount
|
|
Ratio
(a)
|
|
Amount
|
|
Ratio
(b)
|
|
Amount
|
|
Ratio
|
|||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Total risk-based capital
|
$
|
10,842
|
|
|
16.2
|
%
|
|
$
|
5,340
|
|
|
8.0
|
%
|
|
$
|
6,675
|
|
|
10.0
|
%
|
Tier 1 risk-based capital
|
$
|
9,958
|
|
|
14.9
|
%
|
|
$
|
4,005
|
|
|
6.0
|
%
|
|
$
|
5,340
|
|
|
8.0
|
%
|
Tier 1 leverage
|
$
|
9,958
|
|
|
12.9
|
%
|
|
$
|
3,083
|
|
|
4.0
|
%
|
|
$
|
3,854
|
|
|
5.0
|
%
|
Common equity Tier I capital
|
$
|
9,958
|
|
|
14.9
|
%
|
|
$
|
3,004
|
|
|
4.5
|
%
|
|
$
|
4,339
|
|
|
6.5
|
%
|
(a)
|
Capital ratios are calculated based on the Basel III Standardized Approach rules which, at
December 31, 2017
, also included applicable transition provisions.
|
(b)
|
At
March 31, 2018
and at
December 31, 2017
, 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
1.875 percent
age points and
1.25 percent
percentage points, respectively, to avoid limits on capital distributions and certain discretionary bonus payments to executive officers and similar employees.
|
|
Three months ended March 31,
|
||||||
(in millions, except per share data)
|
2018
|
|
2017
|
||||
|
|
|
|
||||
Net earnings
|
$
|
640
|
|
|
$
|
499
|
|
|
|
|
|
||||
Weighted average common shares outstanding, basic
|
763.7
|
|
|
813.1
|
|
||
Effect of dilutive securities
|
6.6
|
|
|
4.0
|
|
||
Weighted average common shares outstanding, dilutive
|
770.3
|
|
|
817.1
|
|
||
|
|
|
|
|
|||
Earnings per basic common share
|
$
|
0.84
|
|
|
$
|
0.61
|
|
Earnings per diluted common share
|
$
|
0.83
|
|
|
$
|
0.61
|
|
($ in millions)
|
March 31, 2018
|
|
December 31, 2017
|
||||
Unrecognized tax benefits, excluding related interest expense and penalties
(a)
|
$
|
218
|
|
|
$
|
255
|
|
Portion that, if recognized, would reduce tax expense and effective tax rate
(b)
|
179
|
|
|
173
|
|
(a)
|
Interest and penalties related to unrecognized tax benefits were not material for all periods presented.
|
(b)
|
Includes gross state and local unrecognized tax benefits net of the effects of associated U.S. federal income taxes. Excludes amounts attributable to any related valuation allowances resulting from associated increases in deferred tax assets.
|
($ in millions, except per share data)
|
Total Number of Shares Purchased
(a)
|
|
|
Average Price Paid Per Share
(b)
|
|
|
Total Number of Shares Purchased as Part of Publicly Announced Programs
(c)
|
|
|
Maximum Dollar Value of Shares That May Yet Be Purchased Under the Programs
(b)
|
|
||
|
|
|
|
|
|
|
|
||||||
January 1 - 31, 2018
|
7,244,799
|
|
|
$
|
39.78
|
|
|
7,241,511
|
|
|
$
|
331.9
|
|
February 1 - 28, 2018
|
3,157,902
|
|
|
38.64
|
|
|
3,154,690
|
|
|
210.0
|
|
||
March 1 - 31, 2018
|
1,957
|
|
|
35.20
|
|
|
—
|
|
|
210.0
|
|
||
Total
|
10,404,658
|
|
|
$
|
39.44
|
|
|
10,396,201
|
|
|
$
|
210.0
|
|
|
|
|
|
|
|
|
|
(a)
|
Primarily represents repurchases of shares of common stock under our publicly announced share repurchase programs of up to $1.64 billion of our outstanding shares of common stock through June 30, 2018 (the "2017 Share Repurchase Program"). Also includes 3,288 shares, 3,212 shares and 1,957 shares withheld in January, February and March, respectively, to offset tax withholding obligations that occur upon the delivery of outstanding shares underlying restricted stock awards or upon the exercise of stock options.
|
(b)
|
Amounts exclude commission costs.
|
(c)
|
On May 18, 2017, the Board of Directors approved the 2017 Share Repurchase Program.
|
Exhibit Number
|
Description
|
101
|
The following materials from Synchrony Financial’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2018, formatted in XBRL (eXtensible Business Reporting Language): (i) Condensed Consolidated Statements of Earnings for the three months ended March 31, 2018 and 2017, (ii) Condensed Consolidated Statements of Comprehensive Income for the three months and three months ended March 31, 2018 and 2017, (iii) Condensed Consolidated Statements of Financial Position at March 31, 2018 and December 31, 2017, (iv) Condensed Consolidated Statements of Changes in Equity for the three months ended March 31, 2018 and 2017, (v) Condensed Consolidated Statements of Cash Flows for the three months ended March 31, 2018 and 2017, and (vi) Notes to Condensed Consolidated Financial Statements.
|
(*)
|
Pursuant to Item 601(4)(iii) of Regulation S-K, the Company is not required to file any instrument with respect to long-term debt not being registered if the total amount of securities authorized thereunder does not exceed 10 percent of the total assets of the Company and its subsidiaries on a consolidated basis. The Company hereby agrees to furnish a copy of any such instrument to the SEC upon request.
|
April 26, 2018
|
|
/s/ Brian D. Doubles
|
Date
|
|
Brian D. Doubles
Executive Vice President and Chief Financial Officer
(Duly Authorized Officer and Principal Financial Officer)
|
(c)
|
The exercise price per Share applicable to the Options; and
|
(B)
|
If the employee’s employment is terminated by Synchrony without Cause on or after the first (1
st
) anniversary of the Award Date, and the employee has less than twenty (20) Years of Continuous Service as of such termination, then (i) 50% of the remaining unvested RSUs shall immediately be forfeited and (ii) the other 50% of the remaining unvested RSUs shall vest in equal portions on each of the subsequent Vesting Dates.
|
(C)
|
If the employee’s employment is terminated by Synchrony without Cause on or after the first (1
st
) anniversary of the Award Date, and the employee has twenty (20) or more Years of Continuous Service, any unvested RSUs will continue to vest in accordance with the vesting schedule provided in Section 4(a).
|
(G)
|
If the employee’s employment is terminated by Synchrony without Cause on or after the first (1
st
) anniversary of the Award Date, and the employee has less than twenty (20) Years of Continuous Service, then (i) 50% of the remaining unvested Options shall immediately be forfeited, and (ii) the other 50% of the remaining unvested Options will vest, and become exercisable, in equal portions on each of the subsequent Vesting Dates. The employee shall have the right to exercise all vested Options until the earlier of (A) five (5) years from the date of termination of employment and (B) the Expiration Date.
|
(H)
|
If the employee’s employment is terminated by Synchrony without Cause on or after the first (1
st
) anniversary of the Award Date, and the employee has twenty (20) Years of Continuous Service or more, any unvested Options will continue to vest in accordance with the vesting schedule
|
a.
|
Assume or replace the unvested RSUs with an award of substantially equivalent value, as determined by the Committee, the Period of Restriction for all such unvested RSUs shall end immediately prior to such Change in Control and the unvested RSUs shall be fully vested, non-forfeitable and payable, and the Shares underlying the unvested RSUs shall be treated in the same manner as other Shares in the Change in Control; or
|
b.
|
Assume or replace the Options with an award of substantially equivalent value, as determined by the Committee, the Options, to the extent not then exercised, shall be cancelled upon the
|
(a)
|
a material breach by the employee of his or her duties and responsibilities (other than as a result of incapacity due to physical or mental illness) without reasonable belief that such breach is in the best interests of Synchrony;
|
(b)
|
any act that would prohibit the employee from being employed by Synchrony and its Affiliates (including, for the avoidance of doubt, Synchrony Bank) pursuant to the Federal Deposit Insurance Act of 1950, as amended, or other applicable law;
|
(c)
|
the commission of or conviction in connection with a felony or any act involving fraud, embezzlement, theft, dishonesty or misrepresentation; or
|
(d)
|
any gross or willful misconduct, any violation of law or any violation of a policy of Synchrony or any of its Affiliates by the employee that results in or could result in loss to Synchrony or any of its Affiliates, or damage to the business or reputation of Synchrony or any of its Affiliates, as determined by the Committee.
|
(a)
|
the acquisition by any individual, entity or group (a “Person”), including any “person” within the meaning of Section 13(d)(3) or 14(d)(2) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), of beneficial ownership (within the meaning of Rule 13d-3 promulgated under the Exchange Act) of 30% or more of either (i) the then outstanding shares of common stock of Synchrony (the “Outstanding Common Stock”) or (ii) the
|
(b)
|
the cessation of individuals who, as of the Award Date, constitute the Board (the “Incumbent Board”) to constitute at least a majority of such Board; provided that any individual who becomes a director of Synchrony subsequent to the Award Date whose election, or nomination for election by Synchrony’s stockholders, was approved by the vote of at least a majority of the directors then comprising the Incumbent Board shall be deemed a
member
of the Incumbent Board; and provided further, that any individual who was initially elected as a director of Synchrony as a result of an actual or threatened solicitation by a Person other than the Board for the purpose of opposing a solicitation by any other Person with respect to the election or removal of directors, or any other actual or threatened solicitation of proxies or consents by or on behalf of any Person other than the Board shall not be deemed a member of the Incumbent Board; or
|
(c)
|
the consummation of a reorganization, merger or consolidation or sale or other disposition of all or substantially all of the assets of Synchrony (a “Corporate Transaction”); excluding, however, a Corporate Transaction pursuant to which (i) all or substantially all of the individuals or entities who are the beneficial owners, respectively, of the Outstanding Common Stock and the Outstanding Voting Securities immediately prior to such Corporate Transaction will beneficially own, directly or indirectly, more than
50% of, respectively, the outstanding shares of common stock, and the combined voting power of the outstanding securities entitled to vote generally in the election of directors, as the case may be, of the corporation resulting from such Corporate Transaction (including, without limitation, a corporation which as a result of such transaction owns, directly or indirectly, Synchrony or
|
(a)
|
information that is or becomes generally available to the public through no act or omission on the part of the employee. Information shall be deemed part of the public domain solely to the extent that it is generally known to the public, is found in any one public source or is readily ascertainable from a public domain source or sources or from other publicly available information; or
|
(b)
|
information that the employee receives from a third party who is free to make such disclosure without breach of any contractual or other legal obligation.
|
(a)
|
a material adverse change in the nature or scope of the employee’s authority, powers, functions, duties or responsibilities;
|
(b)
|
a material reduction by Synchrony in the employee’s rate of annual base salary or bonus opportunity; or
|
(c)
|
a change in the employee’s primary employment location to a location that is more than 50 miles from the primary location of the employee’s employment.
|
|
Cumulative Annual Diluted EPS
|
Vested Percentage of the Diluted EPS Target
|
Below Threshold
|
Below $
X.XX
|
0%
|
Threshold
|
$
X.XX
|
50%
|
Target
|
$
X.XX
|
100%
|
Maximum
|
$
X.XX and above
|
150%
|
a.
|
“Average Return on Equity” means the sum of the Return on Equity with respect to each year in the Performance Period, divided by three.
|
b.
|
“Cumulative Annual Diluted EPS” means the sum of Synchrony’s Diluted EPS with respect to each year in the Performance Period.
|
c.
|
“Diluted EPS” means Synchrony’s net earnings per diluted share as determined by the Board and reported by Synchrony during the Performance Period.
|
(B)
|
If the employee’s employment is terminated by Synchrony without Cause on or after the first (1
st
) anniversary of the Grant Date, and the employee has less than twenty (20) Years of Continuous Service as of such termination, then the employee will be eligible to vest in a prorated Award, which proration will be determined by multiplying (I) a fraction, the numerator of which is the number of full or partial months the employee was employed during the Performance Period and the denominator of which is the number of full months in the Performance Period, by (II) the number of Shares the employee would have been entitled to receive based on actual performance during the entire Performance Period.
|
(C)
|
If the employee’s employment is terminated by Synchrony without Cause on or after the first (1
st
) anniversary of the Grant Date, and the employee has twenty (20) or more Years of Continuous Service, the employee will continue to be eligible to vest in the Award based on actual performance during the entire Performance Period.
|
(a)
|
a material breach by the employee of his or her duties and responsibilities (other than as a result of incapacity due to physical or mental illness) without reasonable belief that such breach is in the best interests of Synchrony;
|
(b)
|
any act that would prohibit the employee from being employed by Synchrony and its Affiliates (including, for the avoidance of doubt, Synchrony Bank) pursuant to the Federal Deposit Insurance Act of 1950, as amended, or other applicable law;
|
(c)
|
the commission of or conviction in connection with a felony or any act involving fraud, embezzlement, theft, dishonesty or misrepresentation; or
|
(d)
|
any gross or willful misconduct, any violation of law or any violation of a policy of Synchrony or any of its Affiliates by the employee that results in or could result in loss to Synchrony or any of its Affiliates, or damage to the business or reputation of Synchrony or any of its Affiliates, as determined by the Committee.
|
(a)
|
the acquisition by any individual, entity or group (a “Person”), including any “person” within the meaning of Section 13(d)(3) or 14(d)(2) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), of beneficial ownership (within the meaning of Rule 13d-3 promulgated under the Exchange Act) of 30% or more of either (i) the then outstanding shares of common stock of Synchrony (the “Outstanding Common Stock”) or (ii) the
|
(b)
|
the cessation of individuals who, as of the Grant Date, constitute the Board (the “Incumbent Board”) to constitute at least a majority of such Board; provided that any individual who becomes a director of Synchrony subsequent to the Grant Date whose election, or nomination for election by Synchrony’s stockholders, was approved by the vote of at least a majority of the directors then comprising the Incumbent Board shall be deemed a
member
of the Incumbent Board; and provided further, that any individual who was initially elected as a director of Synchrony as a result of an actual or threatened solicitation by a Person other than the Board for the purpose of opposing a solicitation by any other Person with respect to the election or removal of directors, or any other actual or threatened solicitation of proxies or consents by or on behalf of any Person other than the Board shall not be deemed a member of the Incumbent Board; or
|
(c)
|
the consummation of a reorganization, merger or consolidation or sale or other disposition of all or substantially all of the assets of Synchrony (a “Corporate Transaction”); excluding, however, a Corporate Transaction pursuant to which (i) all or substantially all of the individuals or entities who are the beneficial owners, respectively, of the Outstanding Common Stock and the Outstanding Voting Securities immediately prior to such Corporate Transaction will beneficially own, directly or indirectly, more than
50% of, respectively, the outstanding shares of common stock, and the combined voting power of the outstanding securities entitled to vote generally in the election of directors, as the case may be, of the corporation resulting from such Corporate Transaction (including, without limitation, a corporation which as a result of such transaction owns, directly or indirectly, Synchrony or
|
(a)
|
information that is or becomes generally available to the public through no act or omission on the part of the employee. Information shall be deemed part of the public domain solely to the extent that it is generally known to the public, is found in any one public source or is readily ascertainable from a public domain source or sources or from other publicly available information; or
|
(b)
|
information that the employee receives from a third party who is free to make such disclosure without breach of any contractual or other legal obligation.
|
(a)
|
a material adverse change in the nature or scope of the employee’s authority, powers, functions, duties or responsibilities;
|
(b)
|
a material reduction by Synchrony in the employee’s rate of annual base salary or bonus opportunity; or
|
(c)
|
a change in the employee’s primary employment location to a location that is more than 50 miles from the primary location of the employee’s employment.
|
(a)
|
the acquisition by any individual, entity or group (a “Person”), including any “person” within the meaning of Section 13(d)(3) or 14(d)(2) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), of beneficial ownership (within the meaning of Rule 13d-3 promulgated under the Exchange Act) of 30% or more of either (i) the then outstanding shares of common stock of Synchrony (the “Outstanding Common Stock”) or (ii) the combined voting power of the then outstanding securities of Synchrony entitled to vote generally in the election of directors (the “Outstanding Voting Securities”); excluding, however, the following: (A) any acquisition directly from Synchrony (excluding any acquisition resulting from the exercise of an exercise, conversion or exchange privilege unless the security being so exercised, converted or exchanged was acquired directly from Synchrony), (B) any acquisition by Synchrony, (C) any acquisition by an employee benefit plan (or related trust) sponsored or maintained by Synchrony or any corporation controlled by Synchrony, or (D) any acquisition by any corporation pursuant to a transaction which complies with clauses (i), (ii) and (iii) of subsection (c) of this definition below; provided further, that for purposes of clause (B), if any Person (other than Synchrony or any employee benefit plan (or related trust) sponsored or maintained by Synchrony or any corporation controlled by Synchrony) shall become the beneficial owner of 30% or more of the Outstanding Common Stock or 30% or more of the Outstanding Voting Securities by reason of an acquisition by Synchrony, and such Person shall, after such acquisition by Synchrony, become the beneficial owner of any additional shares of the Outstanding Common Stock or any additional Outstanding Voting Securities and such beneficial ownership is publicly announced, such additional beneficial ownership shall constitute a Change in Control;
|
(b)
|
the cessation of individuals who, as of the Award Date, constitute the Board (the “Incumbent Board”) to constitute at least a majority of such Board; provided that any individual who becomes a director of Synchrony subsequent to the Award Date whose election, or nomination for election by Synchrony’s stockholders, was approved by the vote of at least a majority of the directors then comprising the Incumbent Board shall be deemed a
member
|
(c)
|
the consummation of a reorganization, merger or consolidation or sale or other disposition of all or substantially all of the assets of Synchrony (a “Corporate Transaction”); excluding, however, a Corporate Transaction pursuant to which (i) all or substantially all of the individuals or entities who are the beneficial owners, respectively, of the Outstanding Common Stock and the Outstanding Voting Securities immediately prior to such Corporate Transaction will beneficially own, directly or indirectly, more than
50% of, respectively, the outstanding shares of common stock, and the combined voting power of the outstanding securities entitled to vote generally in the election of directors, as the case may be, of the corporation resulting from such Corporate Transaction (including, without limitation, a corporation which as a result of such transaction owns, directly or indirectly, Synchrony or all or substantially all of Synchrony’s assets) in substantially the same proportions relative to each other as their ownership, immediately prior to such Corporate Transaction, of the Outstanding Common Stock and the Outstanding Voting Securities, as the case may be, (ii) no Person (other than: Synchrony; any employee benefit plan (or related trust) sponsored or maintained by Synchrony or any corporation controlled by Synchrony; the corporation resulting from such Corporate Transaction; and any Person which beneficially owned, immediately prior to such Corporate Transaction, directly or indirectly, 30% or more of the Outstanding Common Stock or the Outstanding Voting Securities, as the case may be) will beneficially own, directly or indirectly, 30% or more of, respectively, the outstanding shares of common stock of the corporation resulting from such Corporate Transaction or the combined voting power of the outstanding securities of such corporation entitled to vote generally in the election of directors, and (iii) individuals who were members of the Incumbent Board will constitute at least a majority of the members of the board of directors of the corporation resulting from such Corporate Transaction.
|
(a)
|
a material breach by the director of his or her duties and responsibilities (other than as a result of incapacity due to physical or mental illness) without reasonable belief that such breach is in the best interests of Synchrony;
|
(b)
|
any act that would prohibit the director from providing services to Synchrony and its Affiliates (including, for the avoidance of doubt, Synchrony Bank) pursuant to the Federal Deposit Insurance Act of 1950, as amended, or other applicable law;
|
(c)
|
the commission of or conviction in connection with a felony or any act involving fraud, embezzlement, theft, dishonesty or misrepresentation; or
|
(d)
|
any gross or willful misconduct, any violation of law or any violation of a policy of Synchrony or any of its Affiliates by the director that results in or could result in loss to Synchrony or any of its Affiliates, or damage to the business or reputation of Synchrony or any of its Affiliates, as determined by the Committee.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
SYNCHRONY FINANCIAL
|
|||||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Ratio of Earnings to Fixed Charges
|
|||||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
|
|
|
|
Three months ended March 31,
|
|
Year ended December 31,
|
|
||||||||||||||||||||
|
|
|
|
2018
|
|
2017
|
|
2016
|
|
2015
|
|
2014
|
|
2013
|
|
||||||||||||
|
|
|
|
|
|
||||||||||||||||||||||
Earnings (a)
|
|
$
|
847
|
|
|
$
|
3,324
|
|
|
$
|
3,570
|
|
|
$
|
3,531
|
|
|
$
|
3,386
|
|
|
$
|
3,142
|
|
|
||
Plus:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
|
Interest included in expense (b)
|
|
392
|
|
|
1,348
|
|
|
1,184
|
|
|
1,063
|
|
|
877
|
|
|
703
|
|
|
|||||||
|
Amortization of debt expense and discount or premium on indebtedness
|
|
10
|
|
|
43
|
|
|
64
|
|
|
72
|
|
|
45
|
|
|
39
|
|
|
|||||||
|
One third of rental expense (c)
|
|
6
|
|
|
25
|
|
|
25
|
|
|
28
|
|
|
21
|
|
|
17
|
|
|
|||||||
|
Adjusted "earnings"
|
|
$
|
1,255
|
|
|
$
|
4,740
|
|
|
$
|
4,843
|
|
|
$
|
4,694
|
|
|
$
|
4,329
|
|
|
$
|
3,901
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Fixed Charges:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
|
Interest included in expense (b)
|
|
$
|
392
|
|
|
$
|
1,348
|
|
|
$
|
1,184
|
|
|
$
|
1,063
|
|
|
$
|
877
|
|
|
$
|
703
|
|
|
|
|
Amortization of debt expense and discount or premium on indebtedness
|
|
10
|
|
|
43
|
|
|
64
|
|
|
72
|
|
|
45
|
|
|
39
|
|
|
|||||||
|
One third of rental expense (c)
|
|
6
|
|
|
25
|
|
|
25
|
|
|
28
|
|
|
21
|
|
|
17
|
|
|
|||||||
Total fixed charges
|
|
$
|
408
|
|
|
$
|
1,416
|
|
|
$
|
1,273
|
|
|
$
|
1,163
|
|
|
$
|
943
|
|
|
$
|
759
|
|
|
||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Ratio of earnings to fixed charges
|
|
3.1
|
|
|
3.3
|
|
|
3.8
|
|
|
4.0
|
|
|
4.6
|
|
|
5.1
|
|
|
||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
|
(a)
|
Earnings before income taxes
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
|
(b)
|
Includes interest on tax deficiencies
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
|
(c)
|
Considered to be representative of interest factor in rental expense
|
|
|
|
||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1.
|
I have reviewed this quarterly report on Form 10-Q of Synchrony Financial;
|
2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
|
4.
|
The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and have
:
|
a.
|
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
b.
|
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, 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;
|
c.
|
Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
d.
|
Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
|
5.
|
The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
|
a.
|
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
|
b.
|
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
|
/s/ Margaret M. Keane
|
Margaret M. Keane
President and Chief Executive Officer
|
1.
|
I have reviewed this quarterly report on Form 10-Q of Synchrony Financial;
|
2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
|
4.
|
The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and have
:
|
a.
|
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
b.
|
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, 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;
|
c.
|
Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
d.
|
Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
|
5.
|
The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
|
a.
|
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
|
b.
|
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
|
/s/ Brian D. Doubles
|
Brian D. Doubles
Chief Financial Officer
|
1.
|
The report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and
|
2.
|
The information contained in the report fairly presents, in all material respects, the financial condition and results of operations of the registrant.
|
/s/ Margaret M. Keane
|
Margaret M. Keane
President and Chief Executive Officer
|
/s/ Brian D. Doubles
|
Brian D. Doubles
Chief Financial Officer
|