Public companies are required to disclose risks that can affect the business and impact the stock. These disclosures are known as “Risk Factors”. Companies disclose these risks in their yearly (Form 10-K), quarterly earnings (Form 10-Q), or “foreign private issuer” reports (Form 20-F). Risk factors show the challenges a company faces. Investors can consider the worst-case scenarios before making an investment. TipRanks’ Risk Analysis categorizes risks based on proprietary classification algorithms and machine learning.
Synchrony Financial disclosed 36 risk factors in its most recent earnings report. Synchrony Financial reported the most risks in the “Finance & Corporate” category.
Risk Overview Q4, 2025
Risk Distribution
69% Finance & Corporate
28% Legal & Regulatory
3% Production
0% Tech & Innovation
0% Ability to Sell
0% Macro & Political
Finance & Corporate - Financial and accounting risks. Risks related to the execution of corporate activity and strategy
This chart displays the stock's most recent risk distribution according to category. TipRanks has identified 6 major categories: Finance & corporate, legal & regulatory, macro & political, production, tech & innovation, and ability to sell.
Risk Change Over Time
2022
Q4
S&P500 Average
Sector Average
Risks removed
Risks added
Risks changed
Synchrony Financial Risk Factors
New Risk (0)
Risk Changed (0)
Risk Removed (0)
No changes from previous report
The chart shows the number of risks a company has disclosed. You can compare this to the sector average or S&P 500 average.
The quarters shown in the chart are according to the calendar year (January to December). Businesses set their own financial calendar, known as a fiscal year. For example, Walmart ends their financial year at the end of January to accommodate the holiday season.
Risk Highlights Q4, 2025
Main Risk Category
Finance & Corporate
With 25 Risks
Finance & Corporate
With 25 Risks
Number of Disclosed Risks
36
No changes from last report
S&P 500 Average: 31
36
No changes from last report
S&P 500 Average: 31
Recent Changes
0Risks added
0Risks removed
1Risks changed
Since Dec 2025
0Risks added
0Risks removed
1Risks changed
Since Dec 2025
Number of Risk Changed
1
+1
From last report
S&P 500 Average: 3
1
+1
From last report
S&P 500 Average: 3
See the risk highlights of Synchrony Financial in the last period.
Risk Word Cloud
The most common phrases about risk factors from the most recent report. Larger texts indicate more widely used phrases.
Risk Factors Full Breakdown - Total Risks 36
Finance & Corporate
Total Risks: 25/36 (69%)Above Sector Average
Share Price & Shareholder Rights10 | 27.8%
Share Price & Shareholder Rights - Risk 1
Report of Independent Registered Public Accounting Firm
To the Stockholders and Board of Directors
Synchrony Financial:
Opinion on Internal Control Over Financial Reporting
We have audited Synchrony Financial and subsidiaries' (the Company) internal control over financial reporting as of December 31, 2025, based on criteria established in Internal Control - Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission. In our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, 2025, based on criteria established in Internal Control - Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission.
We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Consolidated Statements of Financial Position of the Company as of December 31, 2025 and 2024, the related Consolidated Statements of Earnings, Comprehensive Income, Changes in Equity, and Cash Flows for each of the years in the three-year period ended December 31, 2025, and the related notes (collectively, the consolidated financial statements), and our report dated February 6, 2026 expressed an unqualified opinion on those consolidated financial statements.
Basis for Opinion
The Company's management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying Report on Management's Assessment of Internal Control over Financial Reporting. Our responsibility is to express an opinion on the Company's internal control over financial reporting based on our audit. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects. Our audit of internal control over financial reporting included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. Our audit also included performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion.
Definition and Limitations of Internal Control Over Financial Reporting
A company's internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company's internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company's assets that could have a material effect on the financial statements.
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
/s/ KPMG LLP
New York, New York
February 6, 2026
Share Price & Shareholder Rights - Risk 2
Consolidated Statements of Changes in Equity
____________________________________________________________________________________________Preferred StockCommon Stock($ in millions, shares in thousands)Shares IssuedAmountShares IssuedAmountAdditional Paid-in CapitalRetained EarningsAccumulated Other Comprehensive Income (Loss)Treasury StockTotal EquityBalance at January 1, 2023750 $734 833,985 $1 $9,718 $16,716 $(125)$(14,171)$12,873 Cumulative effect of change in accounting principle-----222--222Adjusted balance, beginning of period750 $734 833,985 $1 $9,718 $16,938 $(125)$(14,171)$13,095 Net earnings- - - - - 2,238 - - 2,238 Other comprehensive income- - - - - - 57 - 57 Purchases of treasury stock- - - - - - - (1,112)(1,112)Stock-based compensation- - - - 57 (66)- 82 73 Dividends - Series A preferred stock ($56.24 per share)- - - - - (42)- - (42)Dividends - common stock ($0.96 per share)- - - - - (406)- - (406)Balance at December 31, 2023750 $734 833,985 $1 $9,775 $18,662 $(68)$(15,201)$13,903 Net earnings- - - - - 3,499 - - 3,499 Other comprehensive income- - - - - - 9 - 9 Issuance of preferred stock500 488 - - - - - - 488 Purchases of treasury stock- - - - - - - (1,008)(1,008)Stock-based compensation- - - - 78 (56)- 137 159 Dividends - Series A preferred stock ($56.24 per share)- - - - - (42)- - (42)Dividends - Series B preferred stock ($60.05 per share)- - - - - (30)- - (30)Dividends - common stock ($1.00 per share)- - - - - (398)- - (398)Balance at December 31, 20241,250 $1,222 833,985 $1 $9,853 $21,635 $(59)$(16,072)$16,580 Net earnings- - - - - 3,552 - - 3,552 Other comprehensive income- - - - - - 11 - 11 Purchases of treasury stock- - - - - - - (2,941)(2,941)Stock-based compensation- - - - 49 (79)- 104 74 Dividends - Series A preferred stock ($56.24 per share)- - - - - (42)- - (42)Dividends - Series B preferred stock ($82.52 per share)- - - - - (41)- - (41)Dividends - common stock ($1.15 per share)- - - - - (427)- - (427)Balance at December 31, 20251,250 $1,222 833,985 $1 $9,902 $24,598 $(48)$(18,909)$16,766
Share Price & Shareholder Rights - Risk 3
Note 3. Acquisitions and dispositions
Ally LendingOn March 1, 2024, we acquired Ally Financial Inc.'s point-of-sale financing business ("Ally Lending") for cash consideration of $2.0 billion. This acquisition deepened our presence and reach in the home improvement and health and wellness sectors, including high-growth specialty areas such as roofing, HVAC, and windows, as well as in cosmetic, audiology, and dentistry. The Ally Lending acquisition was accounted for as a business combination using the acquisition method of accounting and, accordingly, assets acquired and liabilities assumed were recorded at their estimated fair value as of the acquisition date. The valuation of the assets acquired and liabilities assumed was completed in 2024, and during the year ended December 31, 2024, measurement period adjustments were recognized related to the acquisition as detailed in the table below.($ in millions)Amounts Recognized as of Acquisition Date (as previously reported as of March 31, 2024)Measurement Period AdjustmentsAmounts Recognized as of Acquisition Date (as adjusted)Assets acquiredCash$34 $- $34 Loan receivables(a)1,875 (198)1,677 Intangible assets, net23 (5)18 Other assets2 - 2 Total $1,934 $(203)$1,731 Liabilities assumedOther liabilities(16)2 (14)Total net identifiable assets acquired$1,918 $(201)$1,717 Less: Total cash consideration paid1,969 - 1,969 Goodwill$51 $201 $252 _______________________(a) Loan discounts are recognized into interest income over the estimated remaining life of the acquired loans. The amounts above represent the estimated fair values of the respective assets acquired and liabilities assumed as of the date of acquisition. The estimated fair values reflect market participant assumptions about facts and circumstances that existed at the acquisition date. The measurement period adjustments reflected above did not result from events occurring subsequent to the acquisition date. The goodwill recognized related to the acquisition is tax-deductible and reflected the expected synergies and operational efficiencies arising from the transaction.The acquisition primarily included loan receivables with an unpaid principal balance of $2.2 billion. These loan receivables are reported within Consumer installment loans in Note 5. Loan Receivables and Allowance for Credit Losses. To determine the fair value of loans at acquisition, we estimated expected cash flows and discounted those cash flows using an observable market rate of interest, when available, adjusted for factors that a market participant would consider in determining fair value. In determining fair value, expected cash flows were adjusted to include prepayment, default rate, and loss severity estimates. The difference between the fair value and the amount contractually due was recorded as a loan discount or premium at acquisition. Including the impact of measurement period adjustments, the loan discount at the acquisition date was $469 million, which is amortized into interest income over the estimated remaining life of the loans, as described within Note 2. Basis of Presentation and Summary of Significant Accounting Policies. The interest and fees related to the acquired business are included in our Consolidated Statements of Earnings subsequent to the acquisition date and totaled $320 million for the year ended December 31, 2024. This amount included amortization of the loan discount recognized at acquisition of $162 million. Expense activities, including those associated with the acquired business, are managed for the Company as a whole.
Loans acquired without a more-than-insignificant credit deterioration since origination are measured under the Allowance for Credit Losses model, as described within Note 2. Basis of Presentation and Summary of Significant Accounting Policies. The Company's best estimate of contractual cash flows not expected to be collected at the date of acquisition was $180 million, which was included within our Allowance for credit losses, and recognized through Provision for credit losses in our Consolidated Statements of Earnings for the year ended December 31, 2024.Included in the acquisition was $64 million of PCD assets that were not immediately written off at the acquisition date and were subject to specific guidance upon acquisition. An allowance for PCD assets of $39 million was recorded at the date of acquisition. Subsequent to initial recognition, the accounting for the PCD assets generally follows the Allowance for Credit Losses model described within Note 2. Basis of Presentation and Summary of Significant Accounting Policies.Pets BestIn March 2024, we sold our wholly-owned subsidiary, Pets Best Insurance Services, LLC ("Pets Best") to Poodle Holdings, Inc. ("Buyer") for consideration comprising a combination of cash and an equity interest of less than 10% in Independence Pet Holdings, Inc., ("IPH") an affiliate of Buyer. The sale of Pets Best resulted in the recognition of a gain on sale of $1.1 billion, or $802 million, net of tax, in the three months ended March 31, 2024. The pre-tax gain amount was recognized within the Other component of Other income in our Consolidated Statements of Earnings.The Company's initial equity investment in IPH was recorded in Other assets on our Consolidated Statements of Financial Position and is accounted for under the equity method of accounting. The investment was recorded at its estimated fair value at the date acquired of $605 million. The change in the carrying value of our equity investment in IPH subsequent to the date acquired was not material.
Share Price & Shareholder Rights - Risk 4
Note 8. Deposits
DepositsAt December 31 ($ in millions)20252024Interest-bearing deposits:Money market and other demand deposits$2,837 $2,264 Savings29,777 28,605 Certificates of deposit:Direct42,229 41,055 Brokered3,316 5,891 Brokered sweep accounts2,589 3,849 Total interest-bearing deposits80,748 81,664 Total non-interest-bearing deposits396 398 Total deposits$81,144 $82,062 Certificates of DepositAt December 31, 2025, our certificates of deposit maturing over the next five years and thereafter were as follows: ($ in millions)20262027202820292030ThereafterCertificates of deposit$34,275 $5,490 $2,335 $1,186 $2,070 $189 At December 31, 2025 and 2024, direct certificates of deposit of $12.3 billion and $11.2 billion, respectively, were of denominations at or exceeding applicable FDIC insurance limits, which are generally $250,000 per depositor for each account ownership category. These amounts include partially insured certificates of deposit. At December 31, 2025 and 2024, the portion of these direct certificates of deposit estimated to be uninsured was $4.2 billion and $3.7 billion, respectively. Brokered certificates of deposit are assumed to be individual deposit balances within applicable FDIC insurance limits.
Brokered Sweep Deposits
Our broker network deposit sweeps are procured through a program arranger who channels account deposits to us. Unless extended, the contracts associated with these broker network deposit sweeps will terminate between 2026 and 2029.
Share Price & Shareholder Rights - Risk 5
Note 9. Borrowings
20252024At December 31 ($ in millions)Maturity dateInterest RateWeighted average interest rateOutstanding Amount(a)(b)Outstanding Amount(a)(b)Borrowings of consolidated securitization entities:Fixed securitized borrowings2026 - 20284.06% - 5.74%4.97 %$5,490 $4,917 Floating securitized borrowings2027 - 20284.44% - 4.85%4.59 %2,925 2,925 Total borrowings of consolidated securitization entities4.84 %8,415 7,842 Senior unsecured notes:Synchrony Financial senior unsecured notes:Fixed senior unsecured notes2026 - 20312.88% - 5.15%3.90 %2,892 4,637 Fixed-to-floating senior unsecured notes2029 - 20365.02% - 6.00%5.62 %2,534 745 Synchrony Bank senior unsecured notes:Fixed senior unsecured notes20275.63%5.63 %599 1,497 Total senior unsecured notes4.79 %6,025 6,879 Subordinated unsecured notes:Synchrony Financial subordinated unsecured notes:Fixed subordinated unsecured notes20337.25%7.25 %742 741 Total senior and subordinated unsecured notes5.06 %6,767 7,620 Total borrowings$15,182 $15,462 ___________________(a)Includes unamortized debt premiums, discounts and issuance costs.(b)The Company may redeem certain borrowings prior to their original contractual maturity dates in accordance with the optional redemption provision specified in the respective instruments.Debt MaturitiesThe following table summarizes the maturities of the principal amount of our borrowings of consolidated securitization entities and senior and subordinated unsecured notes over the next five years and thereafter: ($ in millions)20262027202820292030ThereafterBorrowings$2,250 $5,350 $2,925 $1,150 $750 $2,800 Senior Unsecured NotesThe following table summarizes the issuances of Synchrony Financial fixed-to-floating rate senior unsecured notes during the year ended December 31, 2025:($ in millions):Issuance DatePrincipal AmountFixed Interest RateInterest Rate Reset DateFloating Rate Spread(a)MaturityMarch 2025$800 5.450%March 6, 2030168 bpsMarch 2031July 2025$500 5.019%July 29, 2028139.5 bpsJuly 2029July 2025$500 6.000%July 29, 2035207 bpsJuly 2036___________________(a)Floating rate applicable at interest rate reset date through maturity, based on compounded Secured Overnight Financing Rate plus floating rate spread noted above.Additional Sources of LiquidityWe have undrawn committed and uncommitted capacity under our credit facilities from private lenders under our securitization programs, subject to customary borrowing conditions, and also have access to the Federal Reserve discount window. At both December 31, 2025 and December 31, 2024, we had:- an aggregate of $2.6 billion of undrawn capacity under our securitization financings, of which $2.1 billion was committed and $450 million was uncommitted, and- an aggregate of $10.0 billion and $11.5 billion, respectively, of available borrowing capacity through the Federal Reserve discount window based on the amount and type of assets pledged.In July 2025, our $500 million unsecured revolving credit facility with private lenders matured.
Share Price & Shareholder Rights - Risk 6
Note 1. Business description
Synchrony Financial (the "Company") provides a range of credit products through financing programs it has established with a diverse group of national and regional retailers, local merchants, manufacturers, buying groups, industry associations and healthcare service providers. We primarily offer private label, Dual Card, co-brand and general purpose credit cards, as well as short- and long-term installment loans, and savings products insured by the Federal Deposit Insurance Corporation ("FDIC") through Synchrony Bank (the "Bank"). We conduct our operations through a single business segment. See Note 17. Segment Reporting for additional information.References to the "Company," "we," "us" and "our" are to Synchrony Financial and its consolidated subsidiaries unless the context otherwise requires.
Share Price & Shareholder Rights - Risk 7
Note 13. Earnings per share
Basic earnings per share is computed by dividing earnings available to common stockholders by the weighted average number of common shares outstanding for the period. Diluted earnings per common share reflects the assumed conversion of all dilutive securities, which are calculated using the treasury stock method.The following table presents the calculation of basic and diluted earnings per common share:Years ended December 31,($ in millions, except per share data)202520242023Net earnings$3,552 $3,499 $2,238 Preferred stock dividends(83)(72)(42)Net earnings available to common stockholders$3,469 $3,427 $2,196 Weighted average common shares outstanding, basic369.9 396.5 421.2 Effect of dilutive securities4.0 4.1 2.3 Weighted average common shares outstanding, dilutive373.9 400.6 423.5 Earnings per basic common share$9.38 $8.64 $5.21 Earnings per diluted common share$9.28 $8.55 $5.19 We have issued stock-based awards under the Synchrony Financial 2024 Long-Term Incentive Plan, along with prior incentive plans. Awards that were considered anti-dilutive and therefore were excluded from the computation of diluted earnings per common share were less than 1 million shares for both the years ended December 31, 2025 and 2024, and 4 million shares for the year ended December 31, 2023.
Share Price & Shareholder Rights - Risk 8
Note 14. Equity and other stock related information
Preferred StockAt December 31, 2025 and 2024, the Company had 1.25 million shares of preferred stock outstanding, which had previously been approved by our Board for issuance. In addition, subject to approval from the Board, we have the ability to issue additional series of preferred stock up to a maximum of 300 million shares at a par value of $0.001 per share authorized for issuance. The following table summarizes the Company's series of preferred stock issued and outstanding at December 31, 2025 and 2024.SeriesIssuance DateRedeemable by Issuer BeginningPer Annum Dividend RateLiquidation Preference per ShareTotal Shares OutstandingDecember 31, 2025December 31, 2024($ in millions, except per share data)Series A(a)November 14, 2019November 15, 20245.625%$1,000750,000$734 $734 Series B(a)February 23, 2024May 15, 20298.25%(b)$1,000500,000$488 $488 Total$1,222 $1,222 _______________________(a)Issued as depositary shares, each representing a 1/40th interest in a share of the corresponding series of non-cumulative perpetual preferred stock. Dividends are payable quarterly on February 15, May 15, August 15 and November 15 at a fixed rate, in each case when, as and if declared by the Board of Directors.(b)Through May 14, 2029; resets May 15, 2029 and each date falling on the fifth anniversary at 5-Year Treasury Rate plus 4.044%.Dividends and Share RepurchasesDuring the years ended December 31, 2025, 2024 and 2023, we declared and paid common stock dividends of $1.15, $1.00 and $0.96 per share of common stock, or $427 million, $398 million and $406 million, respectively. We also declared and paid dividends on our series of preferred stock included in the table above totaling $83 million, $72 million and $42 million, for each of the years ended December 31, 2025, 2024 and 2023, respectively.During the year ended December 31, 2025, the Company repurchased an aggregate of 43.7 million shares of our common stock for $2.9 billion, which does not reflect costs and taxes associated with the purchase of shares. The cost of share repurchases, including direct and incremental costs associated with repurchasing, is recorded as a reduction of shareholder's equity. In April 2025, we announced that the Board of Directors approved a share repurchase program of up to $2.5 billion through June 30, 2026 (the "2025 plan"). In September 2025, the Board of Directors approved an incremental share repurchase authorization of up to $1.0 billion, through June 30, 2026 (collectively with the April 2025 program, the "2025 program"). At December 31, 2025 we had $1.2 billion remaining under the 2025 program. In all instances, our share repurchase programs are subject to market conditions and other factors, including legal and regulatory restrictions and required approvals, if any.Synchrony Financial Incentive ProgramsWe have established the Synchrony Financial 2024 Long-Term Incentive Plan (the "2024 Incentive Plan"), along with prior incentive plans which permit us to issue stock-based, stock-denominated and other awards to officers, employees, consultants and non-employee directors providing services to the Company and our participating affiliates. Available awards under the 2024 Incentive Plan include stock options and stock appreciation rights, restricted stock and restricted stock units ("RSUs"), performance share units ("PSUs") and other awards valued in whole or in part by reference to, or otherwise based on, our common stock (other stock-based awards), and dividend equivalents. Each RSU is convertible into one share of Synchrony Financial common stock. A total of 26.3 million shares of our common stock (including authorized and unissued shares) are available for granting awards under the 2024 Incentive Plan.Our grants generally vest over a three-year term on either an annual pro rata proportional basis, starting with the first anniversary of the award date, or at the end of the term of the award on a cliff basis, provided that the employee has remained continuously employed by the Company through such vesting date.
For PSUs, the number of shares of common stock that will ultimately be awarded is contingent upon meeting certain pre-defined financial goals over a designated three-year performance period, and can range from 0% to 150% of the number of PSUs awarded. In addition, the final number of shares of common stock to be awarded is also subject to a Total Shareholder Return ("TSR") modifier of +/-20% based on our TSR performance relative to peers over the designated three-year performance period.Compensation expense related to equity awards is recorded as a component of Employee costs in our Consolidated Statements of Earnings, with a corresponding adjustment to equity, net of tax, included within our Consolidated Statements of Equity. At December 31, 2025, there were 1.1 million stock options issued and outstanding and 6.4 million unvested other stock-based awards, comprising 4.0 million RSUs and 2.4 million PSUs. The total unrecognized compensation cost related to these awards at December 31, 2025 was $152 million, which is expected to be amortized over a weighted average period of 1.8 years.
Share Price & Shareholder Rights - Risk 9
Note 17. Segment reporting
We conduct our operations through a single business segment, which derives interest and fee income earned on our credit products we offer to our customers. Our credit products include private label, dual, co-brand and general purpose credit cards, as well as short- and long-term installment loans. Revenue generating activities are aligned through five sales platforms (Home & Auto, Digital, Diversified & Value, Health & Wellness and Lifestyle). Those platforms are organized by the types of partners we work with to reach our customers. Substantially all of our interest and fees on loans and long-lived assets relate to our operations within the United States.Pursuant to ASC 280, Segment Reporting, operating segments represent components of an enterprise for which separate financial information is available that is regularly evaluated by the chief operating decision maker in determining how to allocate resources and in assessing performance.The chief operating decision maker, our President and Chief Executive Officer, uses consolidated net earnings to assess the performance and profitability of our single business segment. While revenue generating activities are aligned through our five sales platforms, expense activities, including funding costs, credit losses and operating expenses, are managed for the Company as a whole. As a result, detailed profitability information for each sales platform is not used by our chief operating decision maker. The chief operating decision maker uses consolidated net earnings to assess performance by comparing to and monitoring against budget and prior year results. This information is used to manage resources to drive business and net earnings growth, including investment in key strategic priorities, as well as determine the Company's ability to return capital to shareholders.
The following table presents segment information for the periods presented herein:For the years ended December 31($ in millions)202520242023Interest and fees on loans$21,698 $21,596 $19,902 Interest on cash and debt securities903 1,049 808 Total interest income22,601 22,645 20,710 Total interest expense4,135 4,634 3,711 Net interest income18,466 18,011 16,999 Retailer share arrangements(4,005)(3,407)(3,661)Reserve build (release)(439)313 1,345 Net charge-offs5,664 6,420 4,620 Provision for credit losses5,225 6,733 5,965 Other income:Other income520 452 289 Gain on sale of business (Note 3)- 1,069 - Total other income520 1,521 289 Other expense:Employee costs2,093 1,872 1,884 Professional fees936 936 842 Marketing and business development 511 524 527 Information processing 899 803 712 Fraud-related operational losses189 192 288 Other segment items(a)507 512 505 Total other expense 5,135 4,839 4,758 Provision for income taxes1,069 1,054 666 Net earnings$3,552 $3,499 $2,238 _____________(a) Represents the total amount of other expenses included in net earnings, including postage and various other corporate overhead items such as facilities costs and telephone charges.Our segment assets represent our Total assets as presented on the Consolidated Statements of Financial Position.
Share Price & Shareholder Rights - Risk 10
Note 18. Legal proceedings and regulatory matters
In the normal course of business, from time to time, we have been named as a defendant in various legal proceedings, including arbitrations, class actions and other litigation, arising in connection with our business activities. Certain of the legal actions include claims for substantial compensatory and/or punitive damages, or claims for indeterminate amounts of damages. We are also involved, from time to time, in reviews, investigations and proceedings (both formal and informal) by governmental agencies regarding our business (collectively, "regulatory matters"), which could subject us to significant fines, penalties, obligations to change our business practices or other requirements resulting in increased expenses, diminished income and damage to our reputation. We contest liability and/or the amount of damages as appropriate in each pending matter. In accordance with applicable accounting guidance, we establish an accrued liability for legal and regulatory matters when those matters present loss contingencies which are both probable and reasonably estimable. Legal proceedings and regulatory matters are subject to many uncertain factors that generally cannot be predicted with assurance, and we may be exposed to losses in excess of any amounts accrued. For some matters, we are able to determine that an estimated loss, while not probable, is reasonably possible. For other matters, including those that have not yet progressed through discovery and/or where important factual information and legal issues are unresolved, we are unable to make such an estimate. We currently estimate that the reasonably possible losses for legal proceedings and regulatory matters, whether in excess of a related accrued liability or where there is no accrued liability, and for which we are able to estimate a possible loss, are immaterial. This represents management's estimate of possible loss with respect to these matters and is based on currently available information. This estimate of possible loss does not represent our potential maximum loss exposure. The legal proceedings and regulatory matters underlying the estimate will change from time to time and actual results may vary significantly from current estimates. Our estimate of reasonably possible losses involves significant judgment, given the varying stages of the proceedings, the existence of numerous yet to be resolved issues, the breadth of the claims (often spanning multiple years), unspecified damages and/or the novelty of the legal issues presented. Based on our current knowledge, we do not believe that we are a party to any pending legal proceeding or regulatory matters that would have a material adverse effect on our consolidated financial condition or liquidity. However, in light of the uncertainties involved in such matters, the ultimate outcome of a particular matter could be material to our operating results for a particular period depending on, among other factors, the size of the loss or liability imposed and the level of our earnings for that period, and could adversely affect our business and reputation.
Accounting & Financial Operations10 | 27.8%
Accounting & Financial Operations - Risk 1
Note 7. Goodwill and other intangible assets
Goodwill($ in millions)20252024Balance at January 1$1,274 $1,018 Goodwill recognized upon acquisition(a)89 252 Change in amounts allocated to disposition of business(b)- 4 Balance at December 31$1,363 $1,274 _____________(a) Reflects the acquisitions of Versatile Credit, Inc. ("Versatile Credit") in October 2025 and Ally Lending in March 2024.(b) The change in the year ended December 31, 2024 was based upon the carrying amount of net assets of Pets Best and the final valuation of consideration received at closing.
Intangible Assets20252024At December 31 ($ in millions)Gross carrying amountAccumulated amortizationNetGross carrying amountAccumulated amortizationNetCapitalized software$3,072 $(1,921)$1,151 $2,361 $(1,569)$792 Other247 (143)104 195 (133)62 Total$3,319 $(2,064)$1,255 $2,556 $(1,702)$854 During the year ended December 31, 2025, we recorded additions to intangible assets of $765 million, primarily related to capitalized software expenditures and intangible assets of $103 million related to the Versatile Credit acquisition in October 2025. Amortization expense was $363 million, $324 million and $294 million for the years ended December 31, 2025, 2024 and 2023, respectively, and is included as a component of Other expense in our Consolidated Statements of Earnings.We estimate annual amortization expense for existing intangible assets over the next five calendar years to be as follows: ($ in millions)20262027202820292030Amortization expense$378 $306 $243 $178 $99
Accounting & Financial Operations - Risk 2
Changes in Internal Control Over Financial Reporting
There was no change in internal control over financial reporting that occurred during the fiscal quarter ended December 31, 2025 that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.
Accounting & Financial Operations - Risk 3
Report on Management's Assessment of Internal Control Over Financial Reporting
The management of Synchrony Financial ("the Company") is responsible for establishing and maintaining adequate internal control over financial reporting for the Company as defined by Exchange Act Rules 13a-15 and 15d-15. The Company's internal control over financial reporting is designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external reporting purposes in accordance with U.S. generally accepted accounting principles. The Company's internal control over financial reporting includes those policies and procedures that (i) pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of the Company's assets; (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that the Company's receipts and expenditures are made only in accordance with authorizations of the Company's management and directors; and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the Company's assets that could have a material effect on its financial statements.
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate. Although any system of internal control can be compromised by human error or intentional circumvention of required procedures, we believe our system provides reasonable assurance that financial transactions are recorded and reported properly, providing an adequate basis for reliable financial statements.
The Company's management has used the criteria established in Internal Control - Integrated Framework (2013 framework) issued by the Committee of Sponsoring Organizations of the Treadway Commission ("COSO") to evaluate the effectiveness of the Company's internal control over financial reporting.
The Company's management has assessed the effectiveness of the Company's internal control over financial reporting as of December 31, 2025 and has concluded that such internal control over financial reporting is effective. There are no material weaknesses in the Company's internal control over financial reporting that have been identified by the Company's management.
KPMG LLP, an independent registered public accounting firm, has audited the consolidated financial statements of the Company for the year ended December 31, 2025 and has also issued an audit report, which is included in "Consolidated Financial Statements and Supplementary Data" of this Form 10-K Report, on internal control over financial reporting as of December 31, 2025 under Auditing Standard No. 2201 of the Public Company Accounting Oversight Board ("PCAOB").
Accounting & Financial Operations - Risk 4
Note 2. Basis of presentation and summary of significant accounting policies
Basis of PresentationThe accompanying consolidated financial statements were prepared in conformity with U.S. generally accepted accounting principles ("GAAP").Preparing financial statements in conformity with U.S. GAAP requires us to make estimates based on assumptions about current, and for some estimates, future, economic and market conditions (for example, unemployment, interest rates and market liquidity) which affect reported amounts and related disclosures in our consolidated financial statements. Although our current estimates contemplate current conditions and how we expect them to change in the future, as appropriate, it is reasonably possible that actual conditions could be different than anticipated in those estimates, which could materially affect our results of operations and financial position. Among other effects, such changes could result in incremental losses on loan receivables, future impairments of debt securities, goodwill and intangible assets, increases in reserves for contingencies, establishment of valuation allowances on deferred tax assets and increases in our tax liabilities.We primarily conduct our business within the United States and substantially all of our revenues are from U.S. customers. The operating activities conducted by our non-U.S. affiliates use the local currency as their functional currency. The effects of translating the financial statements of these non-U.S. affiliates to U.S. dollars are included in equity. Asset and liability accounts are translated at period-end exchange rates, while revenues and expenses are translated at average rates for the respective periods.Consolidated Basis of PresentationThe Company's financial statements have been prepared on a consolidated basis. Under this basis of presentation, our financial statements consolidate all of our subsidiaries – i.e., entities in which we have a controlling financial interest, most often because we hold a majority voting interest, as well as certain variable interest entities ("VIE's").Variable Interest EntitiesWhere we hold current or potential rights that give us the power to direct the activities of a VIE that most significantly impact the VIE's economic performance ("power") combined with a variable interest that gives us the right to receive potentially significant benefits or the obligation to absorb potentially significant losses ("significant economics"), we have a controlling financial interest and consolidate the VIE. In evaluating whether we have power, we consider the purpose for which the VIE was created, the importance of each of the activities in which it is engaged and our decision-making role, if any, in those activities that significantly determine the entity's economic performance as compared to other economic interest holders.
In determining whether we have the right to receive significant economics, we evaluate all of our economic interests in the entity, regardless of form (debt, equity, management and servicing fees, and other contractual arrangements). This evaluation considers all relevant factors of the entity's design, including: the entity's capital structure, contractual rights to earnings or losses, subordination of our interests relative to those of other investors, as well as any other contractual arrangements that might exist that could have the potential to be economically significant. The evaluation of all facts and circumstances to determine whether we have power and significant economics requires the exercise of professional judgment. Rights held by others to remove the party with power over the VIE are not considered unless one party can exercise those rights unilaterally. We consolidate certain securitization entities under the VIE model because we have both power to direct and significant economics, primarily because of Synchrony or the Bank's role as servicer. See Note 6. Variable Interest Entities.Cash and EquivalentsDebt securities, money market instruments and bank deposits with original maturities of three months or less are included in cash and equivalents unless designated as available-for-sale and classified as debt securities. Cash and equivalents at December 31, 2025 primarily included cash and due from banks of $694 million and interest-bearing deposits in other banks of $14.2 billion. Cash and equivalents at December 31, 2024 primarily included cash and due from banks of $646 million and interest-bearing deposits in other banks of $14.0 billion.Restricted Cash and EquivalentsRestricted cash and equivalents represent cash and equivalents that are not available to us due to restrictions related to its use. In addition, our securitization entities are required to fund segregated accounts that may only be used for certain purposes, including payment of interest and servicing fees and repayment of maturing debt. We include our restricted cash and equivalents in Other assets in our Consolidated Statements of Financial Position. Investment SecuritiesWe report investments in debt securities and equity securities with a readily determinable fair value at fair value. See Note 10. Fair Value Measurements for further information on fair value. Changes in fair value on debt securities that are classified as available-for-sale are included in other comprehensive income (loss), net of applicable taxes. Changes in fair value on equity securities are included in earnings. We regularly review investment securities for impairment using both quantitative and qualitative criteria. For debt securities, if we do not intend to sell the security, or it is not more likely than not, that we will be required to sell the security before recovery of our amortized cost, we evaluate other qualitative criteria to determine whether we do not expect to recover the amortized cost basis of the security, such as the financial health of, and specific prospects for the issuer, including whether the issuer is in compliance with the terms and covenants of the security. We also evaluate quantitative criteria including determining whether there has been an adverse change in expected future cash flows. If we do not expect to recover the entire amortized cost basis of the security, we consider the debt security to be impaired. If the security is impaired, we determine whether the impairment is the result of a credit loss or other factors. If a credit loss exists, an allowance for credit losses is recorded, with a related charge to earnings, limited by the amount that the fair value of the security is less than its amortized cost. Given the nature of our current portfolio, we perform a qualitative assessment to determine whether any credit loss is warranted. The assessment considers factors such as adverse conditions and payment structure of the securities, history of payment, and market conditions. If we intend to sell the security or it is more likely than not we will be required to sell the debt security before recovery of its amortized cost basis, the security is also considered impaired and we recognize the entire difference between the security's amortized cost basis and its fair value in earnings. Realized gains and losses are accounted for on the specific identification method.
Equity Method InvestmentsWe use the equity method of accounting for investments where we have significant influence, but not control, over the operating and financial policies of the investee. Our assessment of significant influence includes factors such as our ownership interest, legal form, and representation on the board of directors. The Company generally records the initial investment at cost or fair value, as appropriate. Subsequently, we adjust each investment for our proportionate share of net income or loss in the investee. We amortize, where appropriate, differences between the Company's cost basis and underlying equity in net assets, which are reported in Other income. The Company evaluates equity method investments for other-than-temporary impairment when events or changes in circumstance indicate that the carrying amount of the investment might not be recoverable. At December 31, 2025 and 2024, our equity method investments included within Other assets in our Consolidated Statement of Financial Position totaled $834 million and $816 million, respectively, primarily related to our equity interest in Independence Pet Holdings, Inc. See Note 3. Acquisitions and Dispositions for additional information. Loan ReceivablesLoan receivables primarily consist of open-end consumer revolving credit card accounts, closed-end consumer installment loans and open-end commercial revolving credit card accounts. Loans that we have the ability and intent to hold for the foreseeable future, including those securitized through our VIEs, are classified as held for investment. Loan receivables that are classified as held for investment are reported at their amortized cost basis, reflecting amounts due from customers, including unpaid interest and fees, net of unamortized purchase discounts, deferred income and costs. Loan Receivables Held for SaleLoans purchased or originated with the intent to sell are classified as loan receivables held for sale and carried at the lower of amortized cost or fair value. Loans initially classified as held for investment are transferred to loan receivables held for sale and carried at the lower of amortized cost or fair value once a decision has been made to sell the loans. We continue to recognize interest and fees on these loans on the accrual basis. The fair value of loan receivables held for sale is determined on an aggregate homogeneous portfolio basis. If a loan is transferred from held for investment to held for sale, any associated allowance for credit loss is reversed through earnings, and the loan is transferred to held for sale at amortized cost. The amount by which amortized cost basis exceeds fair value is accounted for as a valuation allowance. The loan is carried at the lower of amortized cost or fair value. Acquired LoansTo determine the fair value of loans at acquisition, we estimate expected cash flows and discount those cash flows using an observable market rate of interest, when available, adjusted for factors that a market participant would consider in determining fair value. In determining fair value, expected cash flows are adjusted to include prepayment, default rate, and loss severity estimates. The difference between the fair value and the amount contractually due is recorded as a loan discount or premium at acquisition. Loans acquired that have experienced more-than-insignificant deterioration in credit quality since origination (referred to as "purchased credit deteriorated" or "PCD" assets) are subject to specific guidance upon acquisition. An allowance for PCD assets is added to the purchase price or fair value of the acquired loans to arrive at the amortized cost basis. Subsequent to initial recognition, the accounting for the PCD asset will generally follow the Allowance for Credit Losses model described below. Loans acquired without a more-than-insignificant credit deterioration since origination are measured under the Allowance for Credit Losses model described below.Allowance for Credit LossesLosses on loan receivables are estimated and recognized upon origination of the loan, and updated based on expected credit losses for the life of the loan balance at the period end date. Expected credit loss estimates involve modeling loss projections attributable to existing loan balances, considering historical experience, current conditions and future expectations for pools of loans with similar risk characteristics, such as retailer, performance and credit attributes, over the reasonable and supportable forecast period and considers historical loss information beyond the reasonable and supportable period.We use a statistical, account-level model that analyzes probability of default and exposure at default to estimate the expected loan loss, which considers uncollectible principal, interest and fees reflected in the loan receivables, segmented into pools of loans with similar risk characteristics, as well as individual credit characteristics for each account. The probability of default estimates the likelihood an account will be written off and the exposure at default estimates the balance of an account at the time of write-off. The model also considers a macroeconomic forecast, with unemployment and certain income measures as primary variables. Additionally, the estimate of expected credit losses includes expected recoveries of amounts previously charged-off and expected to be charged-off. We also perform a qualitative assessment in addition to model estimates and apply qualitative adjustments as necessary.Our credit card loan receivables generally do not have a stated life. The life of a credit card loan receivable is dependent upon the allocation of payments received, as well as a variety of other factors, including the principal balance, promotional terms, interest charges and fees and overall consumer credit profile and usage pattern. We determine the expected credit losses for credit card loan receivables as of the measurement date by using the estimated probability of default and exposure at default model discussed above, and other historical analyses, which considers the payments attributable to the measurement date balance. To do so, we utilize an approach which implicitly considers total expected future payments and applies appropriate allocations to reduce those payments in order to estimate losses pertaining to measurement date loan receivables. Based on our payments analyses, we also ensure that expected future payments from an account do not exceed the measurement date balance.We evaluate our Allowance for credit losses quarterly. Our estimation process includes analysis of historical data, and there is a significant amount of judgment applied in selecting and adjusting inputs as well as analyzing the results produced by the model estimates used to determine the Allowance for credit losses. Other data utilized in our estimate of expected losses, includes past performance, changes in underwriting policies, bankruptcy activity such as filings and loan volumes and amounts. We also evaluate portfolio risk management techniques applied to various accounts, historical behavior of different account vintages, account seasoning, economic conditions, recent trends in delinquencies and net charge-offs, account collection management including the impact of modifications made to borrowers experiencing financial difficulties, forecasting uncertainties, expectations about the future and a qualitative assessment of the adequacy of the allowance for credit losses. The reasonable and supportable forecast period is determined primarily based upon an assessment of the current economic outlook, including our ability to use available data to accurately forecast losses over time. The reasonable and supportable forecast period used in our estimate of credit losses at December 31, 2025 was 12 months, consistent with the forecast period utilized since adoption of CECL. The Company reassesses the reasonable and supportable forecast period on a quarterly basis. Beyond the reasonable and supportable forecast period, we revert to historical loss information at the loan receivables segment level over a 6-month period on a straight-line basis, and utilize historical loss information thereafter for the remaining life of the portfolio. The historical loss information is derived from a combination of recessionary and non-recessionary performance periods, weighted by the estimated time span of each period. Similar to the reasonable and supportable forecast period, we also reassess the reversion period and historical mean on a quarterly basis, considering any required adjustments for differences in underwriting standards, portfolio mix, and other relevant data shifts over time. The underlying assumptions, estimates and assessments we use to provide for losses are updated periodically to reflect our view of current and forecasted conditions, and are subject to the regulatory examination process, which can result in changes to our assumptions. Changes in such estimates can significantly affect the allowance and provision for credit losses. It is possible that we will experience credit losses that are different from our current estimates. Consistent with our other assumptions, we also review segmentation to determine whether the segmentation pools remain relevant as risk characteristics change. Allowance for Credit Losses at December 31, 2024Our Allowance for credit losses methodology discussed above incorporates changes we made during the three months ended March 31, 2025 related to the modeling of loss projections attributable to existing loan balances and the reversion to historical mean. These changes in methodology were made prospectively to enhance our expected credit loss estimation capabilities and did not have a material effect on our Allowance for credit losses in the period of implementation.
For periods prior to March 31, 2025, our loss forecasting methodology differed from the current year in that our modeling of loss projections utilized an enhanced migration analysis to estimate the likelihood that a loan will progress through the various stages of delinquency. The enhanced migration analysis considered uncollectible principal, interest and fees reflected in the loan receivables, segmented by credit and business parameters. In addition, while we also utilized a reversion period of six months in the prior year, we applied a weighted approach, gradually increasing the weight of historical losses by an equal amount each month during the reversion period, as compared to the straight-line approach discussed above.Loan Modifications to Borrowers Experiencing Financial DifficultyOur loss mitigation strategy is intended to minimize economic loss and, at times, can result in rate reductions, principal forgiveness, extensions or other actions, for borrowers experiencing financial difficulty. We primarily use long-term modification programs for borrowers experiencing financial difficulty as a loss mitigation strategy to improve long-term collectability of the loans. The long-term modification programs include changing the structure of the loan to a fixed payment loan with a maturity no longer than 60 months, reducing the interest rate on the loan, and stopping the assessment of penalty fees. We also make long-term loan modifications for customers who request financial assistance through external sources, such as through consumer credit counseling service agencies. Long-term loan modification programs do not normally include the forgiveness of unpaid principal, interest or fees. We may also provide certain borrowers with a short-term loan modification program (generally up to 3 months) that can include the forgiveness of a percentage of their unpaid principal balance, interest and/or fees. Beginning in late 2024, for borrowers that newly enroll in our short-term modification programs, we no longer charge interest and penalty fees during the term of the program and also typically waive accrued and unpaid interest and fees at the time of enrollment. We generally do not convert revolving loans to term loans, outside of loan modification programs for borrowers experiencing financial difficulties. The evaluation of whether a borrower is experiencing financial difficulty includes our consideration of all relevant facts and circumstances. See Note 5. Loan Receivables and Allowance for Credit Losses for additional information on our loan modifications to borrowers experiencing financial difficulty.Data related to redefault experience is also considered in our overall reserve adequacy review. Once the loan has been modified, it only returns to current status if the borrower pays the total minimum payment due or if the loan is re-aged after three consecutive monthly program payments are received post the modification date, subject to re-aging limitations of once a year, or twice in a five-year period.Delinquencies and Non-accrualsCharge-offs are deducted from the allowance for credit losses and are recorded in the period when we judge the principal to be uncollectible, and subsequent recoveries are added to the allowance, generally at the time cash is received on a charged-off account.Delinquent receivables are those that are 30 days or more past due based on their contractual payments. Non-accrual loan receivables are those on which we have stopped accruing interest. We typically continue to accrueinterest until the accounts are charged-off in the period the account becomes 180 days past due, with the exception of non-credit card accounts, for which we stop accruing interest in the period that the account becomes 90 days past due.The same loan receivable may meet more than one of the definitions above. Accordingly, these categories are not mutually exclusive, and it is possible for a particular loan to meet the definitions of a non-accrual loan and a delinquent loan, or be modified to a borrower experiencing financial difficulty, and be included in each of these categories. The categorization of a particular loan also may not necessarily be indicative of the potential for loss.
Charge-OffsNet charge-offs consist of the unpaid principal balance of loans held for investment that we determine are uncollectible, net of recovered amounts. We exclude accrued and unpaid finance charges, fees and third-party fraud losses from charge-offs. Charged-off and recovered accrued and unpaid finance charges and fees are included in interest and fees on loans while fraud losses are included in other expense. Charge-offs are recorded as a reduction to the allowance for credit losses, and subsequent recoveries of previously charged-off amounts are credited to the allowance for credit losses. Costs incurred to recover charged-off loans are recorded as collection expense and are included in Other expense in our Consolidated Statements of Earnings. We charge-off our loans based upon days contractually past due, which is typically 120 days for our unsecured closed-end consumer installment loans and loans secured by collateral and in the period the account becomes 180 days for our unsecured open-end revolving loans. Unsecured consumer loans in bankruptcy are charged-off within 60 days of notification of filing by the bankruptcy court or within contractual charge-off periods, whichever occurs earlier. Credit card loans of deceased account holders are charged-off within 60 days of receipt of notification. Goodwill and Intangible AssetsWe do not amortize goodwill but test it at least annually for impairment at the reporting unit level pursuant to FASB Account Standards Codification ("ASC 350"), Intangibles-Goodwill and Other. A reporting unit is defined under GAAP as the operating segment, or one level below that operating segment (the component level) if discrete financial information is prepared and regularly reviewed by segment management. Our single operating segment comprises a single reporting unit, based on the level at which segment management regularly reviews and measures the business operating results.When a portion of a reporting unit constitutes a business that is being disposed of, the amount of goodwill to be included in the carrying amount of the business classified as held for sale is based upon the relative fair values of the business to be disposed of and the portion of the reporting unit that will be retained. Goodwill impairment risk is first assessed by performing a qualitative review of entity-specific, industry, market and general economic factors for our reporting unit. If potential goodwill impairment risk exists that indicates that it is more likely than not that the carrying value of our reporting unit exceeds its fair value, a quantitative test is performed. The quantitative test compares the reporting unit's estimated fair value with its carrying value, including goodwill. If the carrying value of our reporting unit exceeds its fair value, an impairment loss is recognized in an amount equal to that excess, limited to the amount of goodwill allocated to the reporting unit. The qualitative assessment for each period presented in the consolidated financial statements was performed without hindsight, assuming only factors and market conditions existing as of those dates, and resulted in no potential goodwill impairment risk for our reporting unit. Consequently, goodwill was not deemed to be impaired for any of the periods presented. Definite-lived intangible assets principally consist of certain costs incurred to develop or acquire capitalized software and customer-related assets including purchased credit card relationships. Capitalized software is amortized on a straight-line basis over its estimated useful life, generally 5 years. Customer-related assets are amortized over their estimated useful lives. Defined-lived intangible assets are evaluated for impairment whenever events or changes in circumstances indicate that the carrying amount of these assets may not be recoverable. The evaluation compares the cash inflows expected to be generated from each intangible asset to its carrying value. If cash flows attributable to the intangible asset are less than the carrying value, the asset is considered impaired and written down to its estimated fair value.
Other AssetsOther assets primarily consist of deferred income taxes, contract costs related to our retail partner agreements and equity investments. Retail partner contract costs are recognized over the life of the contract with the retail partner and are included as a component of Marketing and business development expense in our Consolidated Statements of Earnings. Discontinued Operations and Held for SaleAn entity is classified as held for sale in the period in which management approves and commits to a plan to sell the entity, the entity is available to be sold in its immediate condition subject to usual and customary terms, the entity is being actively marketed at a reasonable price with other actions required to complete the plan to sale initiated, the sale is generally probable to be completed within one year, and it is unlikely that there will be significant changes to the plan to sell.The disposal of an entity should be reported in discontinued operations if the disposal represents a strategic shift that has, or will have, a major effect on the Company's operations and financial results, otherwise the results of the entity to be disposed continue to be presented within continuing operations on the Consolidated Statements of Earnings.Assets and liabilities to be disposed of are reclassified to held for sale in our Consolidated Statements of Financial Position. Revenue RecognitionInterest and Fees on LoansWe use the effective interest method to recognize income on loans. Interest and fees on loans is comprised largely of interest and late fees on credit card and other loans. Interest income is recognized based upon the amount of loans outstanding and their contractual interest rate. Late fees are recognized when billable to the customer. We typically continue to accrue interest and fees on credit cards until the accounts are charged-off in the period the account becomes 180 days past due. For non-credit card loans, we stop accruing interest and fees in the period when the account becomes 90 days past due. Previously recognized interest income that was accrued but not collected from the customer is reversed. Although we stop accruing interest in advance of payments, we recognize interest income as cash is collected when appropriate, provided the amount does not exceed that which would have been earned at the historical effective interest rate; otherwise, payments received are applied to reduce the principal balance of the loan. We resume accruing interest on non-credit card loans when the customer's account is less than 90 days past due and collection of such amounts is probable. Interest income from loans disclosed as long-term modifications to borrowers experiencing financial difficulty is accounted for in the same manner as other accruing loans. Beginning in late 2024, for borrowers that newly enroll in our short-term modification programs, we no longer charge interest and penalty fees during the term of the program and also typically waive accrued and unpaid interest and fees at the time of enrollment. Direct loan origination costs on credit card loans are deferred and amortized on a straight-line basis over a one-year period, or based on the effective interest method over the estimated life of the loan for other loan receivables, and are included in interest and fees on loans in our Consolidated Statements of Earnings. See Note 5. Loan Receivables and Allowance for Credit Losses for further detail. Servicing and other customer-related fees, which include paper statement fees charged to borrowers, totaled $290 million, $180 million, and $36 million for the years ended December 31, 2025, 2024 and 2023, respectively, and are recognized in Other income in our Consolidated Statements of Earnings when the related service is provided or transaction occurs.
Promotional FinancingLoans originated with promotional financing may include deferred interest financing (interest accrues during a promotional period and becomes payable if the full purchase amount is not paid off during the promotional period), no interest financing (no interest accrues during a promotional period but begins to accrue thereafter on any outstanding amounts at the end of the promotional period) and reduced interest financing (interest accrues monthly at a promotional interest rate during the promotional period). For deferred interest financing, we bill interest to the borrower, retroactive to the inception of the loan, if the loan is not repaid prior to the specified date. Income is recognized on such loans when it is billable. In almost all cases, our retail partner will pay an upfront fee or reimburse us to compensate us for all or part of the costs associated with providing the promotional financing. Upfront fees are deferred and accreted to income over the promotional period. Reimbursements are estimated and accrued as income over the promotional period. Acquired LoansAcquired loans are recorded at fair value, which may result in the recognition of a loan premium or loan discount. For acquired loans with evidence of more-than-insignificant deterioration in credit quality since origination, the initial allowance for credit losses at acquisition is added to the purchase price to determine the initial cost basis of the loans and loan premium or loan discount. Loan premiums and loan discounts are recognized into interest income using the effective interest method over the estimated remaining life of the loans. The Company develops an allowance for credit losses for all purchased loans, which is recognized upon acquisition, similar to that of an originated financial asset. Subsequent changes to the expected credit losses for these loans follow the allowance for credit losses methodology described above under "-Allowance for Credit Losses." Retailer Share ArrangementsMost of our program agreements with large retail and digital partners contain retailer share arrangements that provide for payments to our partners if the economic performance of the program exceeds a contractually defined threshold. We also provide other economic benefits to our partners such as royalties on purchase volume or payments for new accounts, in some cases instead of retailer share arrangements (for example, on our co-branded credit cards). Although the share arrangements vary by partner, these arrangements are generally structured to measure the economic performance of the program, based typically on agreed upon program revenues (including interest income and certain other income) less agreed upon program expenses (including interest expense, provision for credit losses, retailer payments and operating expenses), and share portions of this amount above a negotiated threshold. These thresholds and the economic performance of a program are based on, among other things, agreed upon measures of program expenses. On a quarterly basis, we make a judgment as to whether it is probable that the performance threshold will be met under a particular retail partner's retailer share arrangement. The current period's estimated contribution to that ultimate expected payment is recorded as a liability. To the extent facts and circumstances change and the cumulative probable payment for prior months has changed, a cumulative adjustment is made to align the retailer share arrangement liability balance with the amount considered probable of being paid relating to past periods. Other Income Interchange and Protection Product RevenueOther Income primarily includes interchange and protection product revenue. We earn interchange revenue at the time the cardholder transaction occurs. Protection product revenue represents fees earned from our Payment Security offering, which is a debt cancellation product. Fees are assessed and recognized during the monthly coverage period, based upon a customer's account balance.
Loyalty ProgramsOur loyalty programs are designed to generate increased purchase volume per customer while reinforcing the value of our credit cards and strengthening cardholder loyalty. These programs typically provide cardholders with statement credit or cash back rewards. Other programs include rewards points, which are redeemable for a variety of products or awards, or merchandise discounts that are earned through customers' spending on their private label credit card, Dual Card or general purpose co-branded credit card. We establish a rewards liability based on cash rewards, merchandise discounts and points earned at an average cost per point that are ultimately expected to be redeemed. For the programs we operate, the rewards liability is included in Accrued expenses and other liabilities in our Consolidated Statements of Financial Position. Cash rebates are earned based on a tiered percentage of purchase volume. As points and discounts are redeemed or cash rebates and rewards are issued, the rewards liability is relieved. Certain partners maintain and operate separate loyalty programs for which we make payments to the partner in order to contribute towards the costs of the program. The estimated cost of loyalty programs is classified as a reduction to Other income in our Consolidated Statements of Earnings.Interest ExpenseInterest expense is incurred on our interest-bearing liabilities, which consists of interest-bearing deposit accounts, borrowings of consolidated securitization entities and senior and subordinated unsecured notes, and is recognized as incurred.Other ExpenseFraud LossesWe experience third-party fraud losses from the unauthorized use of credit cards and when loans are obtained through fraudulent means. Fraud losses are included as a charge within Other expense in our Consolidated Statements of Earnings, net of recoveries, when such losses are probable. Loans are charged-off, as applicable, after the investigation period has completed.Income TaxesWe recognize the current and deferred tax consequences of all transactions that have been recognized in the financial statements using the provisions of the enacted tax laws. The effects of tax adjustments and settlements from taxing authorities are presented in our consolidated financial statements in the period they occur. Deferred tax assets and liabilities are determined based on differences between the financial reporting and tax basis of assets and liabilities and are measured using the enacted tax laws and rates that will be in effect when the differences are expected to reverse. We record valuation allowances to reduce deferred tax assets to the amount that is more likely than not to be realized. In making decisions regarding our ability to realize tax assets, we evaluate all positive and negative evidence, including projected future taxable income, taxable income in carryback periods, expected reversal of deferred tax liabilities and the implementation of available tax planning strategies.We recognize the financial statement impact of uncertain income tax positions when we conclude that it is more likely than not, based on the technical merits of a position, that the position will be sustained upon examination. In certain situations, we establish a liability that represents the difference between a tax position taken (or expected to be taken) on an income tax return and the amount of taxes recognized in our financial statements. The liability associated with the unrecognized tax benefits is adjusted periodically when new information becomes available. We recognize accrued interest and penalties related to unrecognized tax benefits as interest expense and provision for income taxes, respectively, in our Consolidated Statements of Earnings. Fair Value MeasurementsFair value is the price we would receive to sell an asset or pay to transfer a liability in an orderly transaction with a market participant at the measurement date. In the absence of active markets for the identical assets or liabilities, such measurements involve developing assumptions based on market observable data and, in the absence of such data, internal information that is consistent with what market participants would use in a hypothetical transaction that occurs at the measurement date.
Observable inputs reflect market data obtained from independent sources, while unobservable inputs reflect our market assumptions. Preference is given to observable inputs. These inputs create the following fair value hierarchy: Level 1- Quoted prices for identical instruments in active markets. Level 2- Quoted prices for similar instruments in active markets; quoted prices for identical or similar instruments in markets that are not active; and model-derived valuations whose inputs are observable or whose significant value drivers are observable. Level 3- Significant inputs to the valuation are unobservable. We maintain policies and procedures to value instruments using the best and most relevant data available. In addition, we have risk management teams that review valuations, including independent price validation for certain instruments. We use non-binding broker quotes and third-party pricing services, when available, as our primary basis for valuation when there is limited or no relevant market activity for a specific instrument or for other instruments that share similar characteristics. We have not adjusted prices that we have obtained. In the absence of such data, such measurements involve developing assumptions based on internal information that is consistent with what market participants would use in a hypothetical transaction that occurs at the measurement date.The third-party brokers and third-party pricing services do not provide us access to their proprietary valuation models, inputs and assumptions. Accordingly, our risk management, treasury and/or finance personnel conduct reviews of these brokers and services, as applicable. In addition, we conduct internal reviews of pricing provided by our third-party pricing service for all investment securities on a quarterly basis to ensure reasonableness of valuations used in the consolidated financial statements. These reviews are designed to identify prices that appear stale, those that have changed significantly from prior valuations and other anomalies that may indicate that a price may not be accurate. Based on the information available, we believe that the fair values provided by the third-party brokers and pricing services are representative of prices that would be received to sell the assets at the measurement date (exit prices) and are classified appropriately in the hierarchy. Recurring Fair Value MeasurementsOur investments in debt and certain equity securities, as well as certain financial assets and liabilities for which we have elected the fair value option, are measured at fair value every reporting period on a recurring basis. Non-Recurring Fair Value MeasurementsCertain assets are measured at fair value on a non-recurring basis. These assets are not measured at fair value on an ongoing basis but are subject to fair value adjustments only in certain circumstances. Assets that are written down to fair value when impaired are not subsequently adjusted to fair value unless further impairment occurs. Equity Securities Without Readily Determinable Fair ValuesThe Company measures certain equity securities without readily determinable fair values using observable price changes in orderly transactions for the identical or a similar investment of the same issuer when they occur. Changes in observable price changes are recognized in Other income in our Consolidated Statements of Earnings.Financial Assets and Financial Liabilities Carried at Other than Fair ValueThe following is a description of the valuation techniques used to estimate the fair values of the financial assets and liabilities carried at other than fair value. Loan receivables, netIn estimating the fair value for our loan receivables, we use a discounted future cash flow model. We use various unobservable inputs including estimated interest and fee income, payment rates, loss rates and discount rates (which consider current market interest rate data adjusted for credit risk and other factors) to estimate the fair values of loans. When collateral dependent, loan receivables may be valued using collateral values.
DepositsFor demand deposits with no defined maturity, carrying value approximates fair value due to the liquid nature of these deposits. For fixed-maturity certificates of deposit, fair values are estimated by discounting expected future cash flows using market rates currently offered for deposits with similar remaining maturities. BorrowingsThe fair values of borrowings of consolidated securitization entities are based on valuation methodologies that utilize current market interest rate data, which are comparable to market quotes adjusted for our non-performance risk. Borrowings that are publicly traded securities are classified as level 2. Borrowings that are not publicly traded are classified as level 3.
The fair values of the senior and subordinated unsecured notes are based on secondary market trades and other observable inputs and are classified as level 2.
New Accounting StandardsNewly Adopted Accounting StandardsIn December 2023, the FASB issued Accounting Standard Update ("ASU") 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures. This ASU requires disclosure of specific categories in the rate reconciliation, as well as additional qualitative information about the reconciliation, and additional disaggregated information about income taxes paid. The Company adopted this guidance as of December 31, 2025 on a retrospective basis. See Note 15. Income Taxes for additional information.Recently Issued But Not Yet Adopted Accounting StandardsIn November 2024, the FASB issued ASU 2024-03, Income Statement – Reporting Comprehensive Income – Expense Disaggregation Disclosures (Subtopic 220-40). This ASU requires disaggregated information about certain income statement line items in a tabular format in the notes to the financial statements. The Company will adopt this guidance on its effective date, which for us is beginning within our December 31, 2027 Form 10-K, and is currently determining the method of adoption, however, it is not expected to have a material impact to our Consolidated Financial Statements.In September 2025, the FASB issued ASU 2025-06, Intangibles – Goodwill and Other – Internal-Use Software (Subtopic 350-40). This ASU amends certain aspects of the accounting for and disclosure of software costs. This ASU requires an entity to start capitalizing software costs when both management has authorized and committed to funding the software project, and it is probable that the project will be completed and the software will be used to perform the function intended. The amendments in this update are effective for the Company beginning in January 2028, through either a prospective, modified, or retrospective transition approach, with early adoption permitted. The Company is currently evaluating the updated guidance to assess the impact and the method of adoption.In November 2025, the FASB issued ASU 2025-08, Financial Instruments – Credit Losses (Topic 326) – Purchased Loans. ASU expands the population of purchased financial assets subject to the gross-up approach in Topic 326. As a result of this update, loans (excluding credit cards) acquired without credit deterioration and deemed "seasoned" as defined in the ASU will follow the gross-up approach at acquisition and the initial allowance for credit losses at acquisition is added to the amortized cost basis of the loans. The Company is currently evaluating the updated guidance, which is effective prospectively beginning January 2027, with early adoption permitted.
In December 2025, the FASB issued ASU 2025-11, Interim Reporting (Topic 270), which improves the navigability of the required interim disclosures, provides clarity as to when it is applicable, and provides additional guidance on what disclosures are required in interim reporting periods by establishing a disclosure principle. The guidance is effective for interim reporting periods beginning in 2028 and can be applied either prospectively or retrospectively. The Company is currently evaluating the updated guidance to assess the impact and determining its method of adoption.
Accounting & Financial Operations - Risk 5
Note 10. Fair value measurements
For a description of how we estimate fair value, see Note 2. Basis of Presentation and Summary of Significant Accounting Policies. The following tables present our assets measured at fair value on a recurring basis. Liabilities measured at fair value on a recurring basis were not material for the periods presented.Recurring Fair Value MeasurementsAt December 31, 2025 ($ in millions)Level 1Level 2Level 3Total(a)AssetsDebt securitiesU.S. government and federal agency$- $1,492 $- $1,492 State and municipal- - 35 35 Residential mortgage-backed- 297 - 297 Asset-backed- 515 - 515 Other- - 9 9 Other(b)15 - 7 22 Total $15 $2,304 $51 $2,370 At December 31, 2024 ($ in millions)Level 1Level 2Level 3Total(a)AssetsDebt securitiesU.S. government and federal agency$- $1,844 $- $1,844 State and municipal- - 16 16 Residential mortgage-backed- 289 - 289 Asset-backed- 922 - 922 Other- - 8 8 Other(b)14 - 6 20 Total $14 $3,055 $30 $3,099 _______________________(a) For the years ended December 31, 2025 and 2024, there were no fair value measurements transferred between levels.(b) Other is primarily comprised of equity investments measured at fair value, which are included in Other assets in our Consolidated Statements of Financial Position.
Level 3 Fair Value MeasurementsOur Level 3 recurring fair value measurements primarily relate to state and municipal and corporate debt instruments, which are valued using non-binding broker quotes or other third-party sources, and financial assets and liabilities for which we have elected the fair value option. For a description of our process to evaluate third-party pricing servicers, see Note 2. Basis of Presentation and Summary of Significant Accounting Policies. Our state and municipal debt securities are classified as available-for-sale with changes in fair value included in Accumulated other comprehensive income in our Consolidated Statements of Financial Position.The changes in our Level 3 assets and liabilities that are measured on a recurring basis for the years ended December 31, 2025 and 2024 were not material.Financial Assets and Financial Liabilities Carried at Other Than Fair ValueCarryingCorresponding fair value amountAt December 31, 2025 ($ in millions)valueTotalLevel 1Level 2Level 3Financial AssetsFinancial assets for which carrying values equal or approximate fair value(a): Cash and equivalents$14,973 $14,973 $14,973 $- $- Accrued interest receivable$27 $27 $27 $- $- Other assets(b)$44 $44 $44 $- $- Financial assets carried at other than fair value: Loan receivables, net(c)$93,364 $106,591 $- $- $106,591 Financial LiabilitiesFinancial liabilities for which carrying values equal or approximate fair value(a):Accrued interest payable$287 $287 $287 $- $- Financial liabilities carried at other than fair value:Deposits(d)$81,144 $81,374 $- $81,374 $- Borrowings of consolidated securitization entities$8,415 $8,477 $- $5,559 $2,918 Senior and subordinated unsecured notes$6,767 $6,870 $- $6,870 $-
CarryingCorresponding fair value amountAt December 31, 2024 ($ in millions)valueTotalLevel 1Level 2Level 3Financial AssetsFinancial assets for which carrying values equal or approximate fair value(a): Cash and equivalents$14,711 $14,711 $14,711 $- $- Accrued interest receivable$25 $25 $25 $- $- Other assets(b)$44 $44 $44 $- $- Financial assets carried at other than fair value: Loan receivables, net(c)$93,785 $106,632 $- $- $106,632 Financial LiabilitiesFinancial liabilities for which carrying values equal or approximate fair value(a):Accrued interest payable$339 $339 $339 $- $- Financial liabilities carried at other than fair value:Deposits(d)$82,062 $82,256 $- $82,256 $- Borrowings of consolidated securitization entities$7,842 $7,871 $- $4,950 $2,921 Senior and subordinated unsecured notes$7,620 $7,502 $- $7,502 $- _______________________(a)Carrying value approximates fair value as the financial assets and liabilities are liquid in nature or have a short-term maturity.(b)This balance relates to restricted cash and equivalents, which is included in Other assets in our Consolidated Statements of Financial Position.(c)Excludes financial assets for which we have elected the fair value option. Under certain retail partner program agreements, the expected sales proceeds in the event of a sale of their credit card portfolio may be limited to the amounts owed by our customers, which may be less than the fair value indicated above.(d)Includes demand deposits with no defined maturity.Equity Securities Without Readily Determinable Fair ValuesAt or for the year ended December 31 ($ in millions)20252024Carrying Value$269 $270 Upward adjustments(a)- - Downward adjustments(a)(8)(7)_______________________(a) Between January 1, 2018 and December 31, 2025, cumulative upward and downward carrying value adjustments were $201 million and $(17) million, respectively.
Accounting & Financial Operations - Risk 6
Consolidated Statements of Cash Flows
____________________________________________________________________________________________For the years ended December 31 ($ in millions)202520242023Cash flows - operating activitiesNet earnings$3,552 $3,499 $2,238 Adjustments to reconcile net earnings to cash provided from operating activitiesProvision for credit losses5,225 6,733 5,965 Deferred income taxes184 (98)(458)Depreciation and amortization514 481 458 Gain on sale of business- (1,069)- All other operating activities537 507 735 Changes in operating assets and liabilities, net of effects of acquisitions and dispositions(Increase) decrease in interest and fees receivable(598)33 (645)(Increase) decrease in other assets123 (117)7 Increase (decrease) in accrued expenses and other liabilities314 (121)293 Cash provided from (used for) operating activities9,851 9,848 8,593 Cash flows - investing activitiesMaturity and sales of debt securities1,952 3,616 5,011 Purchases of debt securities(1,187)(2,811)(3,623)Acquisitions, net of cash acquired(161)(1,935)- Proceeds from sale of business, net of cash and restricted cash sold- 491 - Net (increase) decrease in loan receivables, including held for sale(4,606)(7,576)(14,900)All other investing activities (852)(688)(722)Cash provided from (used for) investing activities(4,854)(8,903)(14,234)Cash flows - financing activitiesBorrowings of consolidated securitization entitiesProceeds from issuance of securitized debt2,242 1,694 2,294 Maturities and repayment of securitized debt(1,675)(1,125)(1,257)Senior and subordinated unsecured notesProceeds from issuance of senior and subordinated unsecured notes1,788 745 740 Maturities and repayment of senior and subordinated unsecured notes(2,650)(1,850)- Proceeds from issuance of preferred stock- 488 - Dividends paid on preferred stock(83)(72)(42)Net increase (decrease) in deposits(926)879 9,437 Purchases of treasury stock(2,941)(1,008)(1,112)Dividends paid on common stock(427)(398)(406)All other financing activities(63)36 (22)Cash provided from (used for) financing activities(4,735)(611)9,632 Increase (decrease) in cash and equivalents, including restricted and held for sale amounts262 334 3,991 Cash and equivalents, including restricted amounts, at beginning of year14,755 14,421 10,430 Cash and equivalents at end of year:Cash and equivalents14,973 14,711 14,259 Restricted cash and equivalents included in other assets44 44 50 Cash and equivalents, including restricted amounts, held for sale- - 112 Total cash and equivalents, including restricted and held for sale amounts, at end of year$15,017 $14,755 $14,421 Supplemental disclosure of cash flow informationCash paid during the year for interest$(4,162)$(4,662)$(3,551)
Accounting & Financial Operations - Risk 7
Index to consolidated financial statements
PageCONSOLIDATED FINANCIAL STATEMENTSConsolidated Statements of Earnings107Consolidated Statements of Comprehensive Income108Consolidated Statements of Financial Position109Consolidated Statements of Changes in Equity110Consolidated Statements of Cash Flows111NOTES TO CONSOLIDATED FINANCIAL STATEMENTSNote 1. Business Description112Note 2. Basis of Presentation and Summary of Significant Accounting Policies112Note 3. Acquisitions and Dispositions123Note 4. Debt Securities124Note 5. Loan Receivables and Allowance for Credit Losses127Note 6. Variable Interest Entities133Note 7. Goodwill and Other Intangible Assets134Note 8. Deposits135Note 9. Borrowings136Note 10. Fair Value Measurements137Note 11. Regulatory and Capital Adequacy139Note 12. Employee Benefit Plans141Note 13. Earnings Per Share142Note 14. Equity and Other Stock Related Information143Note 15. Income Taxes144Note 16. Parent Company Financial Information146Note 17. Segment Reporting148Note 18. Legal Proceedings and Regulatory Matters150
Accounting & Financial Operations - Risk 8
Consolidated Statements of Earnings ____________________________________________________________________________________
For the years ended December 31($ in millions, except per share data)202520242023Interest income:Interest and fees on loans (Note 5)$21,698 $21,596 $19,902 Interest on cash and debt securities903 1,049 808 Total interest income22,601 22,645 20,710 Interest expense:Interest on deposits3,330 3,806 2,952 Interest on borrowings of consolidated securitization entities417 427 340 Interest on senior and subordinated unsecured notes388 401 419 Total interest expense4,135 4,634 3,711 Net interest income18,466 18,011 16,999 Retailer share arrangements(4,005)(3,407)(3,661)Provision for credit losses (Note 5)5,225 6,733 5,965 Net interest income, after retailer share arrangements and provision for credit losses9,236 7,871 7,373 Other income:Interchange revenue1,067 1,026 1,031 Protection product revenue596 562 510 Loyalty programs(1,438)(1,382)(1,370)Other (Note 3)295 1,315 118 Total other income520 1,521 289 Other expense:Employee costs2,093 1,872 1,884 Professional fees936 936 842 Marketing and business development 511 524 527 Information processing 899 803 712 Other 696 704 793 Total other expense 5,135 4,839 4,758 Earnings before provision for income taxes4,621 4,553 2,904 Provision for income taxes (Note 15)1,069 1,054 666 Net earnings$3,552 $3,499 $2,238 Net earnings available to common stockholders$3,469 $3,427 $2,196 Earnings per share (Note 13)Basic$9.38 $8.64 $5.21 Diluted$9.28 $8.55 $5.19
Accounting & Financial Operations - Risk 9
Consolidated Statements of Comprehensive Income
For the years ended December 31 ($ in millions)202520242023Net earnings$3,552 $3,499 $2,238 Other comprehensive income (loss)Debt securities17 10 60 Currency translation adjustments (6)(6)- Employee benefit plans and other- 5 (3)Other comprehensive income (loss)11 9 57 Comprehensive income$3,563 $3,508 $2,295
Amounts presented net of taxes.
Accounting & Financial Operations - Risk 10
Consolidated Statements of Financial Position
At December 31 ($ in millions)20252024Assets Cash and equivalents$14,973 $14,711 Debt securities (Note 4)2,348 3,079 Loan receivables: (Notes 5 and 6)Unsecuritized loans held for investment81,408 83,382 Restricted loans of consolidated securitization entities22,400 21,339 Total loan receivables103,808 104,721 Less: Allowance for credit losses (10,442)(10,929)Loan receivables, net93,366 93,792 Goodwill (Note 7)1,363 1,274 Intangible assets, net (Note 7)1,255 854 Other assets5,790 5,753 Total assets$119,095 $119,463 Liabilities and EquityDeposits: (Note 8)Interest-bearing deposit accounts$80,748 $81,664 Non-interest-bearing deposit accounts396 398 Total deposits81,144 82,062 Borrowings: (Notes 6 and 9)Borrowings of consolidated securitization entities8,415 7,842 Senior and subordinated unsecured notes6,767 7,620 Total borrowings15,182 15,462 Accrued expenses and other liabilities6,003 5,359 Total liabilities$102,329 $102,883 Equity:Preferred stock, par value $0.001 per share; 300 million shares authorized, 1.25 million shares issued and outstanding at December 31, 2025 and December 31, 2024$1,222 $1,222 Common stock, par value $0.001 per share; 4.0 billion shares authorized; 834 million shares issued at both December 31, 2025 and 2024; 347 million and 388 million shares outstanding at December 31, 2025 and 2024, respectively1 1 Additional paid-in capital9,902 9,853 Retained earnings24,598 21,635 Accumulated other comprehensive income (loss):Debt securities(6)(23)Currency translation adjustments(50)(44)Employee benefit plans and other8 8 Treasury stock, at cost; 487 million and 446 million shares at December 31, 2025 and 2024, respectively(18,909)(16,072)Total equity16,766 16,580 Total liabilities and equity$119,095 $119,463
Debt & Financing5 | 13.9%
Debt & Financing - Risk 1
Failure by Synchrony and the Bank to meet applicable capital adequacy and liquidity requirements could have a material adverse effect on us.
Synchrony and the Bank must meet rules for capital adequacy as discussed in "Regulation-Regulation Relating to Our Business." As a stand-alone savings and loan holding company, Synchrony is subject to capital requirements similar to those that apply to the Bank.
Synchrony and the Bank may be subject to increasingly stringent capital adequacy standards in the future. For instance, because Synchrony has over $100 billion in average total consolidated assets, Synchrony is subject to a formal capital plan submission requirement and, beginning in 2026, to biennial supervisory stress tests, and will be subject to a new stress capital buffer following completion of the Company's 2028 supervisory stress test, which could impose additional requirements and constraints on us, including additional restrictions on our ability to return capital to our shareholders. See "Regulation-Regulation Relating to Our Business- Savings and Loan Holding Company Regulation-Capital" and "Regulation-Regulation Relating to Our Business- Savings and Loan Holding Company Regulation-Dividends and Stock Repurchases." In addition, in July 2023 the federal banking agencies proposed changes to the capital requirements of banking organizations that have $100 billion or more in total assets. See "Regulation-Regulation Relating to Our Business- Savings and Loan Holding Company Regulation-Capital." To the extent the proposed changes are finalized and apply to us, they would likely increase our regulatory capital requirements, which may decrease our return on equity and could result in limitations on our ability to pay dividends or repurchase our stock.
If Synchrony or the Bank fails to meet current or future minimum capital, leverage or other financial requirements, its operations, results of operations and financial condition could be materially adversely affected. Among other things, failure by Synchrony or the Bank to maintain its status as "well capitalized" (or otherwise meet current or future minimum capital, leverage or other financial requirements) could compromise our competitive position and result in restrictions imposed by the Federal Reserve Board or the OCC, including, potentially, on the Bank's ability to engage in certain activities. These could include restrictions on the Bank's ability to enter into transactions with affiliates, accept brokered deposits, grow its assets, engage in material transactions, extend credit in certain highly leveraged transactions, amend or change its charter, bylaws or accounting methods, pay interest on its liabilities without regard to regulatory caps on the rates that may be paid on deposits, and pay dividends or repurchase stock. In addition, failure to maintain the well capitalized status of the Bank could result in our having to invest additional capital in the Bank, which could in turn require us to raise additional capital. The market and demand for, and cost of, our asset-backed securities also could be adversely affected by failure to meet current or future capital requirements.
Synchrony must also continue to comply with regulatory requirements related to the maintenance, management, monitoring and reporting of liquidity, including enhanced prudential standards with respect to liquidity management which apply to Synchrony as a covered savings and loan holding company with $100 billion or more in average total consolidated assets, as discussed in "Regulation-Regulation Relating to Our Business." These requirements could cause our results of operations and financial condition to be materially adversely affected.
Debt & Financing - Risk 2
Note 4. Debt securities
All of our debt securities are classified as available-for-sale and are held to meet our liquidity objectives or to comply with the Community Reinvestment Act ("CRA"). Our debt securities consist of the following: December 31, 2025December 31, 2024GrossGrossGrossGrossAmortizedunrealizedunrealizedEstimatedAmortizedunrealizedunrealizedEstimated ($ in millions)costgainslossesfair valuecostgainslossesfair valueU.S. government and federal agency$1,485 $7 $- $1,492 $1,841 $3 $- $1,844 State and municipal35 - - 35 17 - (1)16 Residential mortgage-backed(a)318 1 (22)297 324 - (35)289 Asset-backed(b)509 6 - 515 919 4 (1)922 Other8 1 - 9 8 - - 8 Total(c)$2,355 $15 $(22)$2,348 $3,109 $7 $(37)$3,079 _____________(a) All of our residential mortgage-backed securities have been issued by government-sponsored entities and are collateralized by U.S. mortgages. (b) Our asset-backed securities are collateralized by credit card and auto loans.(c) At December 31, 2025 and 2024, the estimated fair value of debt securities pledged by the Bank as collateral to the Federal Reserve to secure Federal Reserve discount window advances was $470 million and $551 million, respectively.
The following table presents the estimated fair values and gross unrealized losses of our available-for-sale debt securities: In loss position forLess than 12 months12 months or moreGrossGrossEstimatedunrealizedEstimatedunrealized ($ in millions)fair valuelossesfair valuelossesAt December 31, 2025U.S. government and federal agency$- $- $- $- State and municipal17 - 5 - Residential mortgage-backed- - 229 (22)Asset-backed- - - - Other- - - - Total(a)$17 $- $234 $(22)At December 31, 2024U.S. government and federal agency$199 $- $- $- State and municipal12 (1)3 - Residential mortgage-backed5 - 279 (35)Asset-backed79 (1)4 - Other- - - - Total(a)$295 $(2)$286 $(35)______________________(a)Consists of 211 and 224 securities in gross unrealized loss positions as of December 31, 2025 and 2024, respectively. We regularly review debt securities for impairment resulting from credit loss using both qualitative and quantitative criteria, as necessary based on the composition of the portfolio at period end. Based on our assessment, no material impairments from credit losses were recognized during the period.We presently do not intend to sell our debt securities that are in an unrealized loss position and believe that it is not more likely than not that we will be required to sell these securities before recovery of our amortized cost.
Contractual Maturities of Investments in Available-for-Sale Debt Securities At December 31, 2025 ($ in millions)Due within 1 yearDue after 1 year through 5 yearsDue after 5 years through 10 yearsDue after 10 yearsTotalU.S. government and federal agency$1,052 $440 $- $- $1,492 State and municipal- 5 - 30 35 Residential mortgage-backed- 14 141 142 297 Asset-backed174 341 - - 515 Other- 9 - - 9 Total estimated fair value$1,226 $809 $141 $172 $2,348 Amortized cost$1,222 $800 $151 $182 $2,355 Weighted average yield(a)4.4 %4.3 %1.5 %4.0 %4.2 %______________________(a)Weighted average yield is calculated based on the amortized cost of each security. In calculating yield, no adjustment has been made with respect to any tax-exempt obligations.All securities are presented above based upon contractual maturity date, except our asset-backed securities which are allocated based upon expected final payment date. We expect actual maturities to differ from contractual maturities because borrowers have the right to prepay certain obligations. There were no material realized gains or losses recognized for the years ended December 31, 2025, 2024 and 2023.
Although we generally do not have the intent to sell any specific securities held at December 31, 2025, in the ordinary course of managing our debt securities portfolio, we may sell securities prior to their maturities for a variety of reasons, including diversification, credit quality, yield, liquidity requirements and funding obligations.
Debt & Financing - Risk 3
Note 5. Loan receivables and allowance for credit losses
At December 31 ($ in millions)20252024Credit cards$96,346 $96,818 Consumer installment loans5,548 5,971 Commercial credit products1,833 1,826 Other 81 106 Total loan receivables, before allowance for credit losses(a)(b)(c)$103,808 $104,721 _______________________(a)Total loan receivables include $22.4 billion and $21.3 billion of restricted loans of consolidated securitization entities at December 31, 2025 and 2024, respectively. See Note 6. Variable Interest Entities for further information. (b)At December 31, 2025 and 2024, loan receivables included deferred costs, net of purchase discounts and deferred income, of $(53) million and $(212) million, respectively.(c)At December 31, 2025 and 2024, $18.3 billion and $20.7 billion, respectively, of loan receivables were pledged by the Bank as collateral to the Federal Reserve to secure Federal Reserve discount window advances.Disposition of Loan Receivables In October 2025, we sold $0.2 billion of loan receivables associated with one of our retailer program agreements.Allowance for Credit Losses(a) ($ in millions)Balance at January 1, 2025Provision charged to operations(b)Gross charge-offsRecoveriesOther(c)Balance at December 31, 2025Credit cards$10,259 $4,750 $(6,673)$1,452 $1 $9,789 Consumer installment loans542 326 (386)61 - 543 Commercial credit products127 99 (127)10 - 109 Other1 1 (1)- - 1 Total$10,929 $5,176 $(7,187)$1,523 $1 $10,442 ($ in millions)Balance at January 1, 2024Provision charged to operations(b)Gross charge-offsRecoveriesOther(c)Balance at December 31, 2024Credit cards$10,156 $6,005 $(7,133)$1,224 $7 $10,259 Consumer installment loans279 595 (416)45 39 542 Commercial credit products131 135 (147)8 - 127 Other5 (3)(1)- - 1 Total$10,571 $6,732 $(7,697)$1,277 $46 $10,929 ($ in millions)Balance at January 1, 2023Impact of ASU 2022-02 AdoptionPost-Adoption Balance at January 1, 2023Provision charged to operations(b)Gross charge-offsRecoveriesBalance at December 31, 2023Credit cards$9,225 $(294)$8,931 $5,536 $(5,263)$952 $10,156 Consumer installment loans208 1 209 259 (218)29 279 Commercial credit products87 (1)86 164 (128)9 131 Other7 - 7 (1)(1)- 5 Total$9,527 $(294)$9,233 $5,958 $(5,610)$990 $10,571 _______________________(a)Excluded from the tables above are allowance for credit losses for loan receivables acquired and immediately written off within the period presented.(b)Provision for credit losses in the Consolidated Statements of Earnings also includes amounts associated with off-balance sheet credit exposures recorded in Accrued expenses and other liabilities in the Consolidated Statements of Financial Position. Such amounts in the year ended December 31, 2025 include those associated with our commitment to purchase a loan portfolio.(c)Primarily represents allowance for credit losses for purchased credit deteriorated assets.The reasonable and supportable forecast period used in our estimate of credit losses at December 31, 2025 was 12 months, consistent with the forecast period utilized since the adoption of CECL. Beyond the reasonable and supportable forecast period, we revert to historical loss information at the loan receivables segment level over a 6-month period, and utilize historical loss information thereafter for the remaining life of the portfolio.Losses on loan receivables, including those which are modified for borrowers experiencing financial difficulty, are estimated and recognized upon origination of the loan, and updated based on expected credit losses for the life of the loan balance at the period end date. Expected credit loss estimates are developed using both quantitative models and qualitative adjustments, and incorporates a macroeconomic forecast, as described within Note 2. Basis of Presentation and Summary of Significant Accounting Policies. The current and forecasted economic conditions at the balance sheet date are reflected in our current estimate of expected credit losses, which includes consideration of the decrease in delinquent balances as a percentage of loan receivables, compared to the prior year period, as well as expectations of the macroeconomic environment. Our allowance for credit losses decreased to $10.4 billion during the year ended December 31, 2025, compared to $10.9 billion at December 31, 2024, primarily reflecting these conditions. See Note 2. Basis of Presentation and Summary of Significant Accounting Policies for additional information on our significant accounting policies related to our allowance for credit losses.Delinquent and Non-accrual LoansThe following table provides information on our delinquent and non-accrual loans:At December 31, 2025 ($ in millions)30-89 days delinquent90 or more days delinquentTotal past due90 or more days delinquent and accruingTotal non-accruingCredit cards$2,223 $2,181 $4,404 $2,181 $- Consumer installment loans144 31 175 - 31 Commercial credit products45 36 81 36 - Total delinquent loans$2,412 $2,248 $4,660 $2,217 $31 Percentage of total loan receivables2.3 %2.2 %4.5 %2.1 %- %At December 31, 2024 ($ in millions)30-89 days delinquent90 or more days delinquentTotal past due90 or more days delinquent and accruingTotal non-accruingCredit cards$2,229 $2,431 $4,660 $2,431 $- Consumer installment loans139 39 178 - 39 Commercial credit products45 42 87 42 - Total delinquent loans$2,413 $2,512 $4,925 $2,473 $39 Percentage of total loan receivables2.3 %2.4 %4.7 %2.4 %- %
Credit Quality IndicatorsOur loan receivables portfolio includes both secured and unsecured loans. Secured loan receivables are largely comprised of consumer installment loans secured by equipment. Unsecured loan receivables are largely comprised of our open-end consumer and commercial revolving credit card loans. As part of our credit risk management activities, on an ongoing basis, we assess overall credit quality by reviewing information related to the performance of a customer's account with us, including delinquency information, as well as information from credit bureaus relating to the customer's broader credit performance. We utilize VantageScore credit data and scores to assist in our assessment of consumer credit quality. VantageScore credit data and scores are obtained at origination of the account and are refreshed, at a minimum quarterly, but could be as often as weekly, to assist in predicting customer behavior. We categorize these credit scores into the following three credit score categories: (i) 651 or higher, which are considered the strongest credits; (ii) 591 to 650, considered moderate credit risk; and (iii) 590 or less, which are considered weaker credits. There are certain customer accounts, including for our commercial credit products, for which a VantageScore credit score may not be available where we use alternative sources to assess their credit quality and predict behavior. The following table provides the most recent VantageScore credit scores, or equivalent, available for our revolving credit card and commercial credit product customers at December 31, 2025 and 2024, respectively, as a percentage of each class of loan receivables. The table below excludes 0.4% and 0.3% of our total loan receivables balance for our credit cards and commercial credit products at December 31, 2025 and 2024, respectively, which represents those customer accounts for which a VantageScore credit score, or equivalent, is not available. At December 3120252024651 or591 to590 or651 or591 to590 orhigher650 lesshigher650 lessCredit cards74 %18 %8 %73 %19 %8 %Commercial credit products 83 %11 %6 %83 %7 %10 %Consumer Installment LoansDelinquency trends are the primary credit quality indicator for our consumer installment loans, which we use to monitor credit quality and risk within the portfolio. The tables below include information on our consumer installment loans by origination year.Consumer Installment Loans by Origination YearBy origination yearAt December 31, 2025 ($ in millions)20252024202320222021PriorTotalAmortized cost basis$1,959 $1,524 $1,091 $655 $241 $78 $5,548 30-89 days delinquent$37 $37 $35 $23 $9 $3 $144 90 or more days delinquent$9 $9 $7 $4 $1 $1 $31 By origination yearAt December 31, 2024 ($ in millions)20242023202220212020PriorTotalAmortized cost basis$2,581 $1,761 $1,005 $424 $166 $34 $5,971 30-89 days delinquent$47 $44 $30 $12 $5 $1 $139 90 or more days delinquent$13 $13 $9 $3 $1 $- $39 Gross Charge-offs for Consumer Installment Loans by Origination YearBy origination yearFor the years ended ($ in millions)20252024202320222021PriorTotalDecember 31, 2025$26 $129 $117 $78 $27 $9 $386 December 31, 2024$- $55 $178 $117 $46 $20 $416
Loan Modifications to Borrowers Experiencing Financial DifficultyThe following table provides information on our loan modifications made to borrowers experiencing financial difficulty during the periods presented, which do not include loans that are classified as loan receivables held for sale:For the years ended December 31202520242023($ in millions)Amount(a)% of Total Class of Loan ReceivablesAmount(a)% of Total Class of Loan ReceivablesAmount(a)% of Total Class of Loan ReceivablesLong-term modificationsCredit cards$1,608 1.7 %$1,743 1.8 %$1,573 1.6 %Consumer installment loans- - %- - %- - %Commercial credit products9 0.5 %10 0.5 %6 0.3 %Short-term modificationsCredit cards867 0.9 %948 1.0 %628 0.6 %Consumer installment loans- - %- - %- - %Commercial credit products2 - %1 - %1 - %Total$2,486 2.4 %$2,702 2.6 %$2,208 2.1 %_______________________(a)Represents balance at enrollment date.Financial Effects of Loan Modifications to Borrowers Experiencing Financial DifficultyAs part of our loan modifications to borrowers experiencing financial difficulty, we may provide multiple concessions to minimize our economic loss and improve long-term loan performance and collectability.For long-term modifications made in the years ended December 31, 2025, 2024 and 2023, the financial effect of these modifications reduced the weighted-average interest rates by 97% for all periods. For short-term modifications made in the years ended December 31, 2025, 2024 and 2023, unpaid balances of $296 million, $316 million and $186 million, respectively, were forgiven related to borrowers who successfully exited the program. Additionally, beginning in late 2024, for borrowers that newly enroll in our short-term loan modification programs, we no longer charge interest and penalty fees during the term of the program and also typically waive accrued and unpaid interest and fees at the time of enrollment.
Performance of Loans Modified to Borrowers Experiencing Financial DifficultyThe following tables provide information on the performance of loans modified to borrowers experiencing financial difficulty which have been modified within the previous 12 months from the applicable balance sheet date and remained in a modification program at the periods presented:Amortized cost basisAt December 31, 2025 ($ in millions)Current30-89 days delinquent90 or more days delinquentTotal past due(a)Long-term modificationsCredit cards$935 $157 $112 $269 Consumer installment loans- - - - Commercial credit products4 1 1 2 Short-term modificationsCredit cards54 30 36 66 Consumer installment loans- - - - Commercial credit products- - - - Total loans modified $993 $188 $149 $337 Percentage of total loan receivables1.0 %0.2 %0.1 %0.3 %Amortized cost basisAt December 31, 2024 ($ in millions)Current30-89 days delinquent90 or more days delinquentTotal past due(a)Long-term modificationsCredit cards$987 $169 $136 $305 Consumer installment loans- - - - Commercial credit products4 1 1 2 Short-term modificationsCredit cards65 37 45 82 Consumer installment loans- - - - Commercial credit products- - - - Total loans modified$1,056 $207 $182 $389 Percentage of total loan receivables1.0 %0.2 %0.2 %0.4 %Amortized cost basisAt December 31, 2023 ($ in millions)Current30-89 days delinquent90 or more days delinquentTotal past due(a)Long-term modificationsCredit cards$861 $180 $141 $321 Consumer installment loans- - - - Commercial credit products2 1 1 2 Short-term modificationsCredit cards53 32 41 73 Consumer installment loans- - - - Commercial credit products- - - - Total loans modified $916 $213 $183 $396 Percentage of total loan receivables0.9 %0.2 %0.2 %0.4 %___________________(a) Once a loan has been modified, it only returns to current status if the borrower pays the total minimum payment due or if the loan is re-aged after three consecutive monthly program payments are received post the modification date.
Payment DefaultsThe following table presents loans to borrowers experiencing financial difficulty that enrolled in a long-term modification program within the previous 12 months from the applicable balance sheet date, and experienced a payment default and charged-off during the periods presented:For the years ended December 31 ($ in millions)202520242023Credit cards$212 $268 $233 Consumer installment loans- - - Commercial credit products1 2 2 Total$213 $270 $235 Of the loans modified to borrowers experiencing financial difficulty that enrolled in a short-term modification program within the previous 12 months from the applicable balance sheet date, 63%, 61% and 54% had fully completed all required payments and successfully exited the program during the years ended December 31, 2025, 2024 and 2023, respectively.Unfunded Lending Commitments We manage the potential risk in credit commitments by limiting the total amount of credit, both by individual customer and in total, by monitoring the size and maturity of our portfolios and by applying a consistent underwriting approach for all of our credit products. Unused credit card lines available to our customers totaled approximately $440 billion and $433 billion at December 31, 2025 and 2024, respectively. While these amounts represented the total available unused credit card lines, we have not experienced and do not anticipate that all of our customers will access their entire available line at any given point in time. Interest Income by ProductThe following table provides additional information about our interest and fees on loans, including merchant discounts, from our loan receivables, including held for sale: For the years ended December 31 ($ in millions)202520242023Credit cards(a)$20,683 $20,554 $19,341 Consumer installment loans824 854 401 Commercial credit products186 179 150 Other5 9 10 Total(b)$21,698 $21,596 $19,902 _______________________(a)Interest income on credit cards that was reversed related to accrued interest and fees receivables written off was $2.4 billion, $2.4 billion and $1.8 billion for the years ended December 31, 2025, 2024 and 2023, respectively.(b)Deferred merchant discounts to be recognized in interest income at both December 31, 2025 and December 31, 2024, was $1.8 billion, which are included in Accrued expenses and other liabilities in our Consolidated Statements of Financial Position.
Debt & Financing - Risk 4
Note 6. Variable interest entities
We use VIEs to securitize loan receivables and arrange public and private asset-backed financing in the ordinary course of business through Synchrony Card Issuance Trust, as well as private asset-backed financing through Synchrony Credit Card Master Note Trust and Synchrony Sales Finance Master Trust. Investors in these entities only have recourse to the assets owned by the entity and not to our general credit. We do not have implicit support arrangements with any VIE and we did not provide non-contractual support for previously transferred loan receivables to any of these VIEs in the years ended December 31, 2025 and 2024. Our VIEs are able to accept new loan receivables and arrange new asset-backed financings, consistent with the requirements and limitations on such activities placed on the VIE by existing investors. Once an account has been designated to a VIE, the contractual arrangements we have require all existing and future loan receivables originated under such account to be transferred to the VIE. The amount of loan receivables held by our VIEs in excess of the minimum amount required under the asset-backed financing arrangements with investors may be removed by us under removal of accounts provisions. All loan receivables held by a VIE are subject to claims of third-party investors. The loan receivables in these entities have risks and characteristics similar to our other loan receivables and were underwritten to the same standard. Accordingly, the performance of these assets has been similar to our other comparable loan receivables, and the blended performance of the pools of receivables in these entities reflects the eligibility criteria that we apply to determine which receivables are selected for transfer. Contractually, the cash flows from these loan receivables must first be used to pay third-party debt holders, as well as other expenses of the entity. Excess cash flows, if any, are available to us. The creditors of these entities have no claim on our other assets. The table below summarizes the assets and liabilities of our consolidated securitization VIEs described above.At December 31 ($ in millions)20252024Assets Loan receivables, net(a)$20,457 $19,439 Other assets(b)46 44 Total$20,503 $19,483 LiabilitiesBorrowings$8,415 $7,842 Other liabilities28 27 Total$8,443 $7,869 _______________________(a) Includes $1.9 billion and $1.9 billion of related allowance for credit losses resulting in gross restricted loan receivables of $22.4 billion and $21.3 billion at December 31, 2025 and 2024, respectively.(b) Includes $42 million and $40 million of segregated funds held by the VIEs at December 31, 2025 and 2024, respectively, which are classified as restricted cash and equivalents and included as a component of Other assets in our Consolidated Statements of Financial Position. The balances presented above are net of intercompany balances and transactions that are eliminated in our consolidated financial statements, including amounts related to servicing of the loan receivables held by our VIEs. We provide servicing for all of our consolidated VIEs. Collections are required to be placed into segregated accounts owned by each VIE in amounts that meet contractually specified minimum levels. These segregated funds are invested in cash and cash equivalents and are restricted as to their use, principally to pay maturing principal and interest on debt and the related servicing fees. Collections above these minimum levels are remitted to us on a daily basis.
The table below summarizes selected financial metrics of our consolidated securitization VIEs described above:For the years ended December 31 ($ in millions)202520242023Interest and fees on loans$4,377 $4,358 $3,930 Provision for credit losses$973 $963 $857 Interest expense$417 $427 $340 These amounts do not include intercompany transactions, which are eliminated in our consolidated financial statements. Non-consolidated VIEsAs part of our community reinvestment initiatives, we invest in funds that invest in affordable housing properties and receive affordable housing tax credits for these investments. We account for these investments using the proportional amortization method, where the costs of the investment are amortized in proportion to the income tax credits and other income tax benefits received. These investments are included in Other assets within our Consolidated Statements of Financial Position and totaled $943 million and $776 million at December 31, 2025 and December 31, 2024, respectively. At December 31, 2025, we are committed to provide funding related to these investments of $507 million, which is expected to be paid between 2026 and 2042, and is reported within Other liabilities within our Consolidated Statements of Financial Position.The table below summarizes amortization expense and tax credits and other tax benefits associated with investments in affordable housing properties included in Provision for income taxes in our Consolidated Statements of Earnings:For the years ended December 31 ($ in millions)202520242023Amortization expense$143 $90 $71 Tax credits and other benefits$(171)$(108)$(90)Our other investments in non-consolidated VIEs totaled $301 million and $274 million at December 31, 2025 and 2024, respectively, and are included in Other assets within our Consolidated Statements of Financial Position. At December 31, 2025, the Company also had investment commitments of $194 million related to these investments. We may be required to fund these commitments between 2026 and 2046.
Debt & Financing - Risk 5
Note 16. Parent company financial information
The following tables present parent company financial statements for Synchrony Financial. At December 31, 2025, restricted net assets of our subsidiaries were $14.7 billion.Condensed Statements of EarningsFor the years ended December 31 ($ in millions)202520242023Interest income:Interest income from subsidiaries$300 $365 $355 Interest on cash and debt securities19 41 34 Total interest income319 406 389 Interest expense:Interest on senior and subordinated unsecured notes325 319 335 Total interest expense325 319 335 Net interest income (expense)(6)87 54 Dividends from bank subsidiaries2,700 600 1,450 Dividends from nonbank subsidiaries375 147 102 Other income160 1,214 135 Other expense243 236 202 Earnings before expense/(benefit) from income taxes2,986 1,812 1,539 Expense/(benefit) from income taxes(18)259 (16)Equity in undistributed net earnings (loss) of subsidiaries548 1,946 683 Net earnings$3,552 $3,499 $2,238 Comprehensive income$3,563 $3,508 $2,295 Condensed Statements of Financial PositionAt December 31 ($ in millions)20252024AssetsCash and equivalents$2,465 $2,680 Debt securities28 37 Investments in and amounts due from subsidiaries(a)20,240 19,938 Goodwill62 30 Other assets975 945 Total assets$23,770 $23,630 Liabilities and EquityAmounts due to subsidiaries$217 $351 Senior and subordinated unsecured notes6,168 6,123 Accrued expenses and other liabilities 619 576 Total liabilities7,004 7,050 Equity:Total equity16,766 16,580 Total liabilities and equity$23,770 $23,630 _____________(a) Includes investments in and amounts due from bank subsidiaries of $16.3 billion and $15.7 billion at December 31, 2025 and 2024, respectively.
Condensed Statements of Cash FlowsFor the years ended December 31 ($ in millions)202520242023Cash flows - operating activities Net earnings$3,552 $3,499 $2,238 Adjustments to reconcile net earnings to cash provided from operating activitiesDeferred income taxes1 122 9 Equity in undistributed net (earnings) loss of subsidiaries(548)(1,946)(683)Gain on sale of business- (1,069)- All other operating activities163 169 101 Changes in operating assets and liabilities, net of effects of acquisitions and dispositions(Increase) decrease in other assets (39)(16)19 Increase (decrease) in accrued expenses and other liabilities34 (15)21 Cash provided from (used for) operating activities3,163 744 1,705 Cash flows - investing activities Net (increase) decrease in investments in and amounts due from subsidiaries232 95 (898)Maturity and sales of debt securities10 12 14 Proceeds from sale of business- 594 - All other investing activities(10)(5)(45)Cash provided from (used for) investing activities232 696 (929)Cash flows - financing activities Senior and subordinated unsecured notesProceeds from issuance of senior and subordinated unsecured notes1,788 745 740 Maturities and repayment of senior unsecured notes(1,750)(1,850)- Proceeds from issuance of preferred stock- 488 - Dividends paid on preferred stock(83)(72)(42)Purchases of treasury stock(2,941)(1,008)(1,112)Dividends paid on common stock(427)(398)(406)Increase (decrease) in amounts due to subsidiaries(136)82 (7)All other financing activities(61)39 (22)Cash provided from (used for) financing activities(3,610)(1,974)(849)Increase (decrease) in cash and equivalents(215)(534)(73)Cash and equivalents at beginning of year2,680 3,214 3,287 Cash and equivalents at end of year$2,465 $2,680 $3,214
Legal & Regulatory
Total Risks: 10/36 (28%)Above Sector Average
Regulation8 | 22.2%
Regulation - Risk 1
Evaluation of Disclosure Controls and Procedures
Under the direction of our Chief Executive Officer and Chief Financial Officer, we evaluated the effectiveness of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act), and based on such evaluation, our Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures were effective as of December 31, 2025.
Regulation - Risk 2
Note 11. Regulatory and capital adequacy
As a savings and loan holding company and a financial holding company, we are subject to regulation, supervision and examination by the Federal Reserve Board and subject to the capital requirements as prescribed by Basel III capital rules and the requirements of the Dodd-Frank Wall Street Reform and Consumer Protection Act. The Bank is a federally chartered savings association. As such, the Bank is subject to regulation, supervision and examination by the Office of the Comptroller of the Currency of the U.S. Treasury (the "OCC"), which is its primary regulator, and by the Consumer Financial Protection Bureau ("CFPB"). In addition, the Bank, as an insured depository institution, is supervised by the FDIC.
Failure to meet minimum capital requirements can initiate certain mandatory and, possibly, additional discretionary actions by regulators that, if undertaken, could limit our business activities and have a material adverse effect on our consolidated financial statements. Under capital adequacy guidelines, we must meet specific capital guidelines that involve quantitative measures of our assets, liabilities and certain off-balance-sheet items as calculated under regulatory accounting practices. The capital amounts and classifications are also subject to qualitative judgments by the regulators about components, risk weightings and other factors. Quantitative measures established by regulation to ensure capital adequacy require us and the Bank to maintain minimum amounts and ratios (set forth in the tables below) of Total, Tier 1 and common equity Tier 1 capital (as defined in the regulations) to risk-weighted assets (as defined), and of Tier 1 capital to average assets (as defined). For Synchrony Financial to be a well-capitalized savings and loan holding company, the Bank must be well-capitalized and Synchrony Financial must not be subject to any written agreement, order, capital directive, or prompt corrective action directive issued by the Federal Reserve Board to meet and maintain a specific capital level for any capital measure.The Company elected to adopt the option provided by the interim final rule issued by joint federal bank regulatory agencies, which largely delayed the effects of CECL on its regulatory capital. The effects were phased-in over a three-year period through 2024 and were fully phased-in beginning in the first quarter of 2025. Under the interim final rule, the amount of adjustments to regulatory capital deferred until the phase-in period included both the initial impact of our adoption of CECL at January 1, 2020 and 25% of subsequent changes in our allowance for credit losses during the two-year period ended December 31, 2021, collectively the "CECL regulatory capital transition adjustment". At December 31, 2024, 25% of the CECL regulatory capital transition adjustment was deferred in our regulatory capital amounts and ratios.At December 31, 2025 and 2024, Synchrony Financial met all applicable requirements to be deemed well-capitalized pursuant to Federal Reserve Board regulations. At December 31, 2025 and 2024, the Bank also met all applicable requirements to be deemed well-capitalized pursuant to OCC regulations and for purposes of the Federal Deposit Insurance Act. There are no conditions or events subsequent to December 31, 2025 that management believes have changed the Company's or the Bank's capital category. The actual capital amounts, ratios and the applicable required minimums of the Company and the Bank are as follows: Synchrony FinancialActualMinimum for capital adequacy purposesAt December 31, 2025 ($ in millions)AmountRatio(a)Ratio(b)Total risk-based capital$16,632 15.8 %8.0 %Tier 1 risk-based capital$14,464 13.8 %6.0 %Tier 1 leverage$14,464 12.5 %4.0 %Common equity Tier 1 capital$13,242 12.6 %4.5 %ActualMinimum for capital adequacy purposesAt December 31, 2024 ($ in millions)AmountRatio(a)Ratio(b)Total risk-based capital$17,407 16.5 %8.0 %Tier 1 risk-based capital$15,239 14.5 %6.0 %Tier 1 leverage$15,239 12.9 %4.0 %Common equity Tier 1 capital$14,017 13.3 %4.5 %
Synchrony BankActualMinimum for capital adequacy purposesMinimum to be well-capitalized under prompt corrective action provisionsAt December 31, 2025 ($ in millions)AmountRatio(a)Ratio(b)RatioTotal risk-based capital$15,844 15.8 %8.0 %10.0 %Tier 1 risk-based capital$13,731 13.7 %6.0 %8.0 %Tier 1 leverage$13,731 12.4 %4.0 %5.0 %Common equity Tier 1 capital$13,731 13.7 %4.5 %6.5 %ActualMinimum for capital adequacy purposesMinimum to be well-capitalized under prompt corrective action provisionsAt December 31, 2024 ($ in millions)AmountRatio(a)Ratio(b)RatioTotal risk-based capital$15,916 15.8 %8.0 %10.0 %Tier 1 risk-based capital$13,805 13.7 %6.0 %8.0 %Tier 1 leverage$13,805 12.4 %4.0 %5.0 %Common equity Tier 1 capital$13,805 13.7 %4.5 %6.5 %_______________________(a)Capital ratios are calculated based on the Basel III Standardized Approach rules. Capital amounts and ratios at December 31, 2024 in the above tables reflect the applicable CECL regulatory capital transition adjustment.(b)At December 31, 2025 and 2024, Synchrony Financial and the Bank also must maintain a stress capital buffer or capital conservation buffer, as applicable, in excess of minimum risk-based capital ratios, which exclude the Tier 1 leverage ratio, by at least 2.5 percentage points to avoid limits on capital distributions and certain discretionary bonus payments to executive officers and similar employees.
The Bank may pay dividends on its stock, with consent or non-objection from the OCC and the Federal Reserve Board, among other things, if its regulatory capital would not thereby be reduced below the applicable regulatory capital requirements.
Regulation - Risk 3
Our use of third-party vendors and our other ongoing third-party business relationships are subject to increasing regulatory requirements and attention.
We regularly use third-party vendors and subcontractors as part of our business. We also have substantial ongoing business relationships with our partners and other third parties. These types of third-party relationships are subject to increasingly demanding regulatory requirements and attention by our federal bank regulators (the Federal Reserve Board, the OCC and the FDIC) and our consumer financial services regulator (the CFPB). Regulatory guidance requires us to enhance our due diligence, ongoing monitoring and control over our third-party vendors and subcontractors and other ongoing third-party business relationships, including with our partners. In certain cases, we may be required to renegotiate our agreements with these vendors and/or their subcontractors to meet these enhanced requirements, which could increase our costs. These regulatory expectations may change, and may potentially become more rigorous in certain ways. We expect that our regulators will hold us responsible for deficiencies in our oversight and control of our third-party relationships and in the performance of the parties with which we have these relationships. As a result, if our regulators conclude that we have not exercised adequate oversight and control over our third-party vendors and subcontractors or other ongoing third-party business relationships, or that such third parties have not performed appropriately, we could be subject to enforcement actions, including the imposition of civil money penalties or other administrative or judicial penalties or fines as well as requirements for customer remediation.
Regulation - Risk 4
Failure to comply with anti-money laundering and anti-terrorism financing laws could have significant adverse consequences for us.
We maintain an enterprise-wide program designed to enable us to comply with all applicable anti-money laundering and anti-terrorism financing laws and regulations, including, but not limited to, the Bank Secrecy Act and the Patriot Act. This program includes policies, procedures, processes and other internal controls designed to identify, monitor, manage and mitigate the risk of money laundering or terrorist financing posed by our products, services, customers and geographic locale. These controls include procedures and processes to detect and report suspicious transactions, perform customer due diligence, respond to requests from law enforcement, identify and verify a legal entity customer's beneficial owner(s) at the time a new account is opened and to understand the nature and purpose of the customer relationship, and meet all recordkeeping and reporting requirements related to particular transactions involving currency or monetary instruments. Our programs and controls in certain instances, have not sufficiently detected errors and omissions, and may not be effective to ensure our compliance with all applicable anti-money laundering and anti-terrorism financing laws and regulations. A failure to comply could subject us to significant sanctions, fines, penalties and reputational harm, all of which could have a material adverse effect on our business, results of operations and financial condition.
Regulation - Risk 5
We are subject to restrictions that limit our ability to pay dividends and repurchase our common stock; the Bank is subject to restrictions that limit its ability to pay dividends to us, which could limit our ability to pay dividends, repurchase our common stock or make payments on our indebtedness.
We are limited in our ability to pay dividends and repurchase our common stock by the Federal Reserve Board, which has broad authority to review our capital planning and risk management processes, and our current, projected and stressed capital levels, and to object to any capital action that the Federal Reserve Board considers to be unsafe or unsound. In addition, the declaration and amount of any future dividends to holders of our common stock or stock repurchases will be at the discretion of the Board of Directors and will depend on many factors, including our financial condition, earnings, capital and liquidity position, the Bank, applicable regulatory requirements, corporate law and contractual restrictions and other factors that the Board of Directors deems relevant. Any inability to pay dividends or repurchase our common stock could adversely affect the market price of our common stock and market perceptions of Synchrony Financial. See "Regulation-Regulation Relating to Our Business-Savings and Loan Holding Company Regulation-Dividends and Stock Repurchases."
We rely significantly on dividends and other distributions and payments from the Bank for liquidity, including to pay our obligations under our indebtedness and other future indebtedness as they become due, and federal law limits the amount of dividends and other distributions and payments that the Bank may pay to us. For example, OCC regulations limit the ability of savings associations to make distributions of capital, including payment of dividends, stock redemptions and repurchases, cash-out mergers and other transactions charged to the capital account. The Bank must obtain the OCC's approval prior to making a capital distribution in certain circumstances, including if the Bank proposes to make a capital distribution when it does not meet certain capital requirements (or will not do so as a result of the proposed capital distribution) or certain net income requirements. In addition, the Bank must file a prior written notice of a planned or declared dividend or other distribution with the Federal Reserve Board. The Federal Reserve Board or the OCC may object to a capital distribution if, among other things, the Bank is, or as a result of such dividend or distribution would be, undercapitalized or the Federal Reserve Board, or if the OCC has safety and soundness concerns. Additional restrictions on bank dividends may apply if the Bank fails the QTL test. The application of these restrictions on the Bank's ability to pay dividends involves broad discretion on the part of our regulators. Limitations on the Bank's payments of dividends and other distributions and payments that we receive from the Bank could reduce our liquidity and limit our ability to pay dividends or our obligations under our indebtedness. See "Regulation-Regulation Relating to Our Business-Savings Association Regulation-Dividends and Stock Repurchases" and "-Activities."
Regulation - Risk 6
Changed
There is ongoing uncertainty about the Consumer Financial Protection Bureau's role and potential impact on our business; the agency's past actions have had, and its future actions may have, an adverse impact on our business.
The CFPB has broad authority over our business. This includes authority to write regulations under federal consumer financial protection laws and to enforce those laws against and examine large financial institutions, such as us, for compliance. The CFPB is authorized to prevent "unfair, deceptive or abusive acts or practices" through its regulatory, supervisory and enforcement authority. The Federal Reserve Board and the OCC and state government agencies may also invoke their supervisory and enforcement authorities to prevent unfair and deceptive acts or practices. These federal and state agencies are authorized to remediate violations of consumer protection laws in a number of ways, including collecting civil money penalties and fines and providing for customer restitution. The CFPB has also engaged in consumer financial education, requested data and promoted the availability of financial services to underserved consumers and communities. In addition, the CFPB has maintained an online complaint system that has allowed consumers to log complaints with respect to various consumer finance products, including the products we offer. This system could inform future CFPB decisions with respect to its regulatory, enforcement or examination focus.
There is ongoing uncertainty about the CFPB's role, in light of the current administration's curtailment of much supervision, enforcement, and regulatory activity by the CFPB. Although the CFPB under the current administration has been less active in examination, enforcement, and rulemaking, future actions by the CFPB, including under future administrations, could result in requirements to alter or cease offering affected products and services, including deferred interest products, making them less attractive to consumers and less profitable to us and also restricting our ability to offer them. In addition, since 2013, the Bank has entered into two consent orders with the CFPB - in 2013 and 2014, both of which have since been terminated. The Bank's resolutions with the CFPB do not preclude the CFPB or other regulators or state attorneys general from seeking additional monetary or injunctive relief with respect to these or other issues, and any such relief could have a material adverse effect on our business, results of operations or financial condition. Although we have committed significant resources to enhancing our compliance programs, changes by the CFPB in regulatory expectations, interpretations or practices that are different from or stricter than ours or those adopted in the past by the CFPB or other regulators could increase cost of compliance, as well as the risk of additional enforcement actions, fines and penalties.
Future actions by the CFPB (or other regulators) against us or our competitors that discourage the use of products we offer or suggest to consumers the desirability of other products or services could result in reputational harm and a loss of customers. If future regulatory or legislative restrictions or prohibitions are imposed that affect our ability to offer promotional financing, including deferred interest, for certain of our products or require us to make significant changes to our business practices, and we are unable to develop compliant alternatives with acceptable returns, these restrictions or prohibitions could have a material adverse impact on our business, results of operations and financial condition.
The Dodd-Frank Act authorizes state officials to enforce regulations issued by the CFPB and to enforce the Act's general prohibition against unfair, deceptive or abusive acts or practices. This could make it more difficult than in the past for federal financial regulators to declare state laws that differ from federal standards to be preempted. To the extent that states enact requirements that differ from federal standards or state officials and courts adopt interpretations of federal consumer laws that differ from those adopted by the CFPB, we may be required to alter or cease offering products or services in some jurisdictions, which would increase compliance costs and reduce our ability to offer the same products and services to consumers nationwide, and we may be subject to a higher risk of state enforcement actions.
Regulation - Risk 7
Our business is subject to government regulation, supervision, examination and enforcement, which could adversely affect our business, results of operations and financial condition.
Our business, including our relationships with our customers, is subject to regulation, supervision and examination under U.S. federal, state and foreign laws and regulations. These laws and regulations cover all aspects of our business, including lending and collection practices, treatment of our customers, safeguarding deposits, customer privacy and information security, capital structure, liquidity, dividends and other capital distributions, transactions with affiliates and conduct and qualifications of personnel. As a savings and loan holding company and financial holding company, Synchrony is subject to regulation, supervision and examination by the Federal Reserve Board. As a large provider of consumer financial services, we are also subject to regulation, supervision and examination by the CFPB. The Bank is a federally chartered savings association. As such, the Bank is subject to regulation, supervision and examination by the OCC, which is its primary regulator, and by the CFPB. In addition, the Bank, as an insured depository institution, is supervised by the FDIC. We, including the Bank, are regularly reviewed and examined by our respective regulators, which results in supervisory comments and directions relating to many aspects of our business that require response and attention. See "Regulation" for more information about the regulations applicable to us.
Banking laws and regulations are primarily intended to protect consumers, federally insured deposits, the DIF and the banking system as a whole, and are not intended to protect our stockholders, noteholders or creditors. If we (or our service providers, including our partners) fail to satisfy applicable laws and regulations, our respective regulators have broad discretion to enforce those laws and regulations, including with respect to the operation of our business, required capital levels, payment of dividends and other capital distributions, engaging in certain activities and making acquisitions and investments. Our regulators also have broad discretion with respect to the manner in which they enforce applicable laws and regulations, including through enforcement actions that could subject us to civil money penalties, customer remediation programs, increased compliance costs, and limits or prohibitions on our ability to offer certain products and services or to engage in certain activities. In addition, to the extent we undertake actions requiring regulatory approval or non-objection, our regulators may make their approval or non-objection subject to conditions or restrictions that could have a material adverse effect on our business, results of operations and financial condition. Any other actions taken by our regulators could have a material adverse impact on our business, reputation and brand, results of operations and financial condition. Moreover, some of our competitors are subject to different, and in some cases less restrictive, statutory and/or regulatory regimes, which may have the effect of providing them with a competitive advantage over us.
New laws, regulations, policies, or practical changes in enforcement of existing laws, regulations or policies applicable to our business, including as a result of changes in U.S. executive, legislative and regulatory policies and priorities, or our own reexamination of our current practices, could adversely impact our profitability, limit our ability to continue existing or pursue new business activities or acquisitions, require us to change certain of our business practices or alter our relationships with customers, affect retention of our key personnel, affect how we interact with our partners and/or service providers, or expose us to additional costs (including increased compliance costs and/or customer remediation). These changes may also require us to invest significant management attention and resources to make any necessary changes and could adversely affect our business, results of operations and financial condition. For example, the policy discussions in January 2026 regarding caps on credit card interest rates could result in certain constraints on the pricing of our credit products. Additionally, the CFPB has broad authority over our business and there continues to be uncertainty about the CFPB's role and potential impact on our business. See "-There is ongoing uncertainty about the Consumer Financial Protection Bureau's role and potential impact on our business; the agency's past actions have had, and its future actions may have, an adverse impact on our business."
We are also subject to potential enforcement and other actions that may be brought by state attorneys general or other state enforcement authorities and other governmental agencies. State authorities may be more active in pursuing enforcement actions in response to decreased enforcement and supervisory activity by the CFPB. See "-There is ongoing uncertainty about the Consumer Financial Protection Bureau's role and potential impact on our business; the agency's past actions have had, and its future actions may have, an adverse impact on our business." Any such actions could subject us to civil money penalties and fines, customer remediation programs and increased compliance costs, as well as damage our reputation and brand and limit or prohibit our ability to offer certain products and services or engage in certain business practices. For a discussion of risks related to actions or proceedings brought by regulatory agencies, see "-Risk Factors Relating to Our Business-Litigation, regulatory actions and compliance issues could subject us to significant fines, penalties, judgments, remediation costs and/or requirements resulting in increased expenses."
Regulation - Risk 8
Ongoing changes to the regulatory framework applicable to us have had, and may continue to have, a significant impact on our business, financial condition and results of operations.
Ongoing changes to the regulatory framework applicable to us have had, and may continue to have, a significant adverse impact on our business, results of operations and financial condition. For example, the Dodd-Frank Act and related regulations restrict certain business practices, and impose stringent capital, liquidity and leverage ratio requirements, as well as additional costs (including increased compliance costs and increased costs of funding raised through the issuance of asset-backed securities) on us, and impact the value of our assets. In addition, the Dodd-Frank Act requires us to serve as a source of financial strength for any insured depository institution we control, such as the Bank. Such support may be required by the Federal Reserve Board at times when we might otherwise determine not to provide it or when doing so is not otherwise in the interest of Synchrony or its stockholders, noteholders or creditors. We describe certain provisions of the Dodd-Frank Act and other legislative and regulatory developments in "Regulation-Regulation Relating to Our Business."
The Economic Growth, Regulatory Relief, and Consumer Protection Act and related regulatory reform initiatives modified many of the Dodd-Frank Act's requirements, including provisions in the Tailoring Rules that apply certain enhanced prudential standards to covered savings and loan holding companies. As a result, because we have average total consolidated assets of over $100 billion, we are subject to the Federal Reserve Board's formal capital plan submission requirements and supervisory stress tests on a biennial basis, in even calendar years, with the 2026 supervisory stress test being the first stress test in which we are required to participate. These additional requirements impose additional costs and constraints on us, including the assignment of a new stress capital buffer in 2028 that may increase our capital requirements.
Additional rulemaking may impose new capital requirements and limitations on our ability to pay dividends or redeem or repurchase our stock, increase liquidity requirements, require changes to our funding strategy and/or increase our funding and operating costs. See "Regulation-Regulation Relating to Our Business-Savings and Loan Holding Company Regulation-Capital" and "Regulation-Regulation Relating to Our Business-Savings and Loan Holding Company Regulation-Resolution.
Further, the recent and possible future changes to the regulatory framework applicable to Synchrony and the Bank, and any potential additional rulemaking, make it difficult to assess the overall financial impact of the Dodd-Frank Act and related regulatory developments on us and across the industry.
Taxation & Government Incentives1 | 2.8%
Taxation & Government Incentives - Risk 1
Note 15. Income taxes
Earnings before Provision for Income TaxesFor the years ended December 31 ($ in millions)202520242023U.S.$4,574 $4,519 $2,873 Non-U.S.47 34 31 Earnings before provision for income taxes$4,621 $4,553 $2,904 Provision for Income TaxesFor the years ended December 31 ($ in millions)202520242023Current provision for income taxesU.S. federal$705 $990 $943 U.S. state and local167 155 171 Non-U.S.13 7 10 Total current provision for income taxes885 1,152 1,124 Deferred provision (benefit) for income taxesU.S. federal184 (80)(384)U.S. state and local1 (17)(73)Non-U.S.(1)(1)(1)Deferred provision (benefit) for income taxes184 (98)(458)Total provision for income taxes$1,069 $1,054 $666 Reconciliation of Our Effective Tax Rate to the U.S. Federal Statutory Income Tax RateFor the years ended December 31 ($ in millions)202520242023Rate ComponentAmountRateAmountRateAmountRateU.S. federal statutory income tax rate$970 21.0 %$956 21.0 %$610 21.0 %U.S. state and local income taxes, net of federal effect156 3.4 153 3.4 103 3.5 U.S. federalTax credits(58)(1.3)(37)(0.8)(43)(1.5)Nontaxable and nondeductible items9 0.2 18 0.4 6 0.2 Other reconciling items15 0.3 8 0.1 12 0.4 Non-U.S. tax effects1 - - - 3 0.1 Changes in prior year uncertain tax benefits(24)(0.5)(44)(1.0)(25)(0.8)Effective tax rate$1,069 23.1 %$1,054 23.1 %$666 22.9 %
State and Local Income TaxesThe jurisdictions that contributed to the majority of our U.S state and local income taxes are California, Connecticut and New York for all years presented, while Florida, Illinois, New Jersey, Pennsylvania and Texas also contributed to the majority in certain years. Income Taxes PaidFor the years ended December 31 ($ in millions)202520242023U.S. federal$559 $922 $941 U.S. state and localCalifornia43 - 26 All other states100 156 149 Non-U.S.8 9 9 Total income taxes paid$710 $1,087 $1,125 Significant Components of Our Net Deferred Income TaxesAt December 31 ($ in millions)20252024AssetsAllowance for credit losses$2,642 $2,718 Compensation and employee benefits163 133 Other assets186 216 Total deferred income tax assets before valuation allowance2,991 3,067 Valuation allowance(26)(20)Total deferred income tax assets$2,965 $3,047 LiabilitiesOriginal issue discount$(265)$(262)Goodwill and identifiable intangibles(215)(197)Investment securities(201)(193)Other liabilities(206)(105)Total deferred income tax liabilities (887)(757)Net deferred income tax assets$2,078 $2,290 Unrecognized Tax BenefitsReconciliation of Unrecognized Tax Benefits($ in millions)20252024Balance at January 1$207 $230 Additions:Tax positions of the current year40 39 Tax positions of prior years2 - Reductions:Prior year tax positions- (20)Settlements with tax authorities- (7)Expiration of the statute of limitation(31)(35)Balance at December 31$218 $207 Portion of balance that, if recognized, would impact the effective income tax rate$172 $163 The Company continued to participate voluntarily in the IRS Compliance Assurance Process ("CAP") program for the 2025 tax year. We expect that the IRS review of our 2025 return will be substantially completed prior to its filing in 2026. During the current year, the IRS completed its examination of our 2024 tax year, which was our only other year subject to current IRS audit. Additionally, we are under examination in various states going back to 2019.
We believe that there are no issues or claims that are likely to significantly impact our results of operations, financial position or cash flows. We further believe that we have made adequate provision for all income tax uncertainties that could result from such examinations.
Interest expense and penalties related to income tax liabilities recognized in our Consolidated Statements of Earnings were not material for all periods presented.
Environmental / Social1 | 2.8%
Environmental / Social - Risk 1
Regulations relating to privacy, information security and data protection could increase our costs, affect or limit how we collect and use personal information and adversely affect our business opportunities.
We are subject to various privacy, information security and data protection laws, including requirements concerning security breach notification, and we could be negatively impacted by them. For example, in the United States, certain of our businesses are subject to the GLBA and implementing regulations and guidance. Among other things, the GLBA: (i) imposes certain limitations on the ability of financial institutions to share consumers' nonpublic personal information with nonaffiliated third parties, (ii) requires that financial institutions provide certain disclosures to consumers about their information collection, sharing and security practices and affords customers the right to "opt out" of the institution's disclosure of their personal financial information to nonaffiliated third parties (with certain exceptions) and (iii) requires financial institutions to develop, implement and maintain a written comprehensive information security program containing safeguards that are appropriate to the financial institution's size and complexity, the nature and scope of the financial institution's activities, and the sensitivity of customer information processed by the financial institution as well as plans for responding to data security breaches.
Moreover, various United States federal banking regulatory agencies, states and foreign jurisdictions have enacted data security breach and cyber incident notification requirements with varying levels of individual, consumer, regulatory and/or law enforcement notification in certain circumstances in the event of a security breach. Many of these requirements also apply broadly to our partners that accept our cards. In many countries that have yet to impose data security breach notification requirements, regulators have increasingly used the threat of significant sanctions and penalties by data protection authorities to encourage voluntary notification and discourage data security breaches.
Furthermore, legislators and/or regulators in the United States and other countries in which we operate are increasingly adopting or revising privacy, information security and data protection laws that potentially could have a significant impact on our current and planned privacy, data protection and information security-related practices; our collection, use, sharing, retention and safeguarding of consumer and/or employee information; and some of our current or planned business activities. This could also increase our costs of compliance and business operations and could reduce income from certain business initiatives. In the United States, this includes increased privacy-related enforcement activity at the federal and state level (e.g., with regard to mobile applications), as well as state legislation such as the CCPA, which could increase our costs. In the European Union, this includes the General Data Protection Regulation. See "Regulation-Regulation Relating to Our Business-Privacy."
Compliance with current or future privacy, data protection and information security laws (including those regarding security breach notification and consumer privacy) affecting customer and/or employee data to which we are subject could result in higher compliance and technology costs and could adversely impact our ability to provide certain products and services (such as products or services that involve us sharing information with third parties or storing sensitive credit card information), which could materially and adversely affect our profitability. Our failure to comply with privacy, data protection and information security laws could result in potentially significant regulatory investigations and government actions, litigation, fines or sanctions, consumer or partner actions and damage to our reputation and our brand, all of which could have a material adverse effect on our business and results of operations.
Production
Total Risks: 1/36 (3%)Below Sector Average
Employment / Personnel1 | 2.8%
Employment / Personnel - Risk 1
Note 12. Employee benefit plans
The following summarizes information related to the Synchrony benefit plans and our remaining obligations to General Electric Company and its subsidiaries ("GE") related to certain of their plans.Savings PlanOur U.S. employees are eligible to participate in a qualified defined contribution savings plan that allows them to contribute a portion of their pay to the plan on a pre-tax basis. We make employer contributions to the plan equal to 3% of eligible compensation and make matching contributions of up to 4% of eligible compensation. We also provide certain additional contributions to the plan for employees who were participants in GE's pension plan at the time of Synchrony's separation from GE in November 2015 (the "Separation"). The expenses incurred associated with this plan were $93 million, $93 million and $88 million for the years ended December 31, 2025, 2024 and 2023, respectively. Health and Welfare BenefitsWe provide health and welfare benefits to our employees, including health, dental, prescription drug and vision for which we are self-insured. The expenses incurred associated with these benefits were $161 million, $139 million and $134 million for the years ended December 31, 2025, 2024 and 2023, respectively.
GE Benefit Plans and Reimbursement ObligationsPrior to the Separation, our employees participated in various GE retirement and retiree health and life insurance benefit plans. Certain of these retirement benefits vested as a result of the Separation. Under the terms of the Employee Matters Agreement between us and GE, GE will continue to pay for these benefits and we are obligated to reimburse them. The principal retirement benefits subject to this arrangement are fixed, life-time annuity payments. The estimated liability for our reimbursement obligations to GE for retiree benefits was $165 million at both December 31, 2025 and 2024, respectively, and is included in Accrued expenses and other liabilities in our Consolidated Statements of Financial Position.
See a full breakdown of risk according to category and subcategory. The list starts with the category with the most risk. Click on subcategories to read relevant extracts from the most recent report.
FAQ
What are “Risk Factors”?
Risk factors are any situations or occurrences that could make investing in a company risky.
The Securities and Exchange Commission (SEC) requires that publicly traded companies disclose their most significant risk factors. This is so that potential investors can consider any risks before they make an investment.
They also offer companies protection, as a company can use risk factors as liability protection. This could happen if a company underperforms and investors take legal action as a result.
It is worth noting that smaller companies, that is those with a public float of under $75 million on the last business day, do not have to include risk factors in their 10-K and 10-Q forms, although some may choose to do so.
How do companies disclose their risk factors?
Publicly traded companies initially disclose their risk factors to the SEC through their S-1 filings as part of the IPO process.
Additionally, companies must provide a complete list of risk factors in their Annual Reports (Form 10-K) or (Form 20-F) for “foreign private issuers”.
Quarterly Reports also include a section on risk factors (Form 10-Q) where companies are only required to update any changes since the previous report.
According to the SEC, risk factors should be reported concisely, logically and in “plain English” so investors can understand them.
How can I use TipRanks risk factors in my stock research?
Use the Risk Factors tab to get data about the risk factors of any company in which you are considering investing.
You can easily see the most significant risks a company is facing. Additionally, you can find out which risk factors a company has added, removed or adjusted since its previous disclosure. You can also see how a company’s risk factors compare to others in its sector.
Without reading company reports or participating in conference calls, you would most likely not have access to this sort of information, which is usually not included in press releases or other public announcements.
A simplified analysis of risk factors is unique to TipRanks.
What are all the risk factor categories?
TipRanks has identified 6 major categories of risk factors and a number of subcategories for each. You can see how these categories are broken down in the list below.
1. Financial & Corporate
Accounting & Financial Operations - risks related to accounting loss, value of intangible assets, financial statements, value of intangible assets, financial reporting, estimates, guidance, company profitability, dividends, fluctuating results.
Share Price & Shareholder Rights – risks related to things that impact share prices and the rights of shareholders, including analyst ratings, major shareholder activity, trade volatility, liquidity of shares, anti-takeover provisions, international listing, dual listing.
Debt & Financing – risks related to debt, funding, financing and interest rates, financial investments.
Corporate Activity and Growth – risks related to restructuring, M&As, joint ventures, execution of corporate strategy, strategic alliances.
2. Legal & Regulatory
Litigation and Legal Liabilities – risks related to litigation/ lawsuits against the company.
Regulation – risks related to compliance, GDPR, and new legislation.
Environmental / Social – risks related to environmental regulation and to data privacy.
Taxation & Government Incentives – risks related to taxation and changes in government incentives.
3. Production
Costs – risks related to costs of production including commodity prices, future contracts, inventory.
Supply Chain – risks related to the company’s suppliers.
Manufacturing – risks related to the company’s manufacturing process including product quality and product recalls.
Human Capital – risks related to recruitment, training and retention of key employees, employee relationships & unions labor disputes, pension, and post retirement benefits, medical, health and welfare benefits, employee misconduct, employee litigation.
4. Technology & Innovation
Innovation / R&D – risks related to innovation and new product development.
Technology – risks related to the company’s reliance on technology.
Cyber Security – risks related to securing the company’s digital assets and from cyber attacks.
Trade Secrets & Patents – risks related to the company’s ability to protect its intellectual property and to infringement claims against the company as well as piracy and unlicensed copying.
5. Ability to Sell
Demand – risks related to the demand of the company’s goods and services including seasonality, reliance on key customers.
Competition – risks related to the company’s competition including substitutes.
Sales & Marketing – risks related to sales, marketing, and distribution channels, pricing, and market penetration.
Brand & Reputation – risks related to the company’s brand and reputation.
6. Macro & Political
Economy & Political Environment – risks related to changes in economic and political conditions.
Natural and Human Disruptions – risks related to catastrophes, floods, storms, terror, earthquakes, coronavirus pandemic/COVID-19.
International Operations – risks related to the global nature of the company.
Capital Markets – risks related to exchange rates and trade, cryptocurrency.