The following discussion and analysis of our financial condition and results of
operations should be read in conjunction with our condensed consolidated
financial statements and related notes included elsewhere in this quarterly
report and in our 2020 Form 10-K. The discussion below contains forward-looking
statements that are based upon current expectations and are subject to
uncertainty and changes in circumstances. Actual results may differ materially
from these expectations. See "Cautionary Note Regarding Forward-Looking
Statements."
Introduction and Business Overview
____________________________________________________________________________________________
We are a premier consumer financial services company delivering a wide range of
specialized financing programs, as well as innovative consumer banking products,
across key industries including digital, retail, home, auto, travel, health and
pet. We provide a range of credit products through our financing programs which
we have established with a diverse group of national and regional retailers,
local merchants, manufacturers, buying groups, industry associations and
healthcare service providers, which we refer to as our "partners." For the three
months ended March 31, 2021, we financed $34.7 billion of purchase volume and
had 66.3 million average active accounts, and at March 31, 2021, we had $76.9
billion of loan receivables.
We offer our credit products primarily through our wholly-owned subsidiary, the
Bank. In addition, through the Bank, we offer, directly to retail and commercial
customers, a range of deposit products insured by the Federal Deposit Insurance
Corporation ("FDIC"), including certificates of deposit, individual retirement
accounts ("IRAs"), money market accounts and savings accounts. We also take
deposits at the Bank through third-party securities brokerage firms that offer
our FDIC-insured deposit products to their customers. We have significantly
expanded our online direct banking operations in recent years and our deposit
base serves as a source of stable and diversified low cost funding for our
credit activities. At March 31, 2021, we had $62.7 billion in deposits, which
represented 81% of our total funding sources.
Our Sales Platforms
_________________________________________________________________
We conduct our operations through a single business segment. Profitability and
expenses, including funding costs, credit losses and operating expenses, are
managed for the business as a whole. Substantially all of our operations are
within the United States. We offer our credit products through three sales
platforms (Retail Card, Payment Solutions and CareCredit). Those platforms are
organized by the types of products we offer and the partners we work with, and
are measured on interest and fees on loans, loan receivables, active accounts
and other sales metrics.
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[[Image Removed: syf-20210331_g2.jpg]]
Retail Card
Retail Card is a leading provider of private label credit cards, and also
provides Dual Cards, general purpose co-branded credit cards and small and
medium-sized business credit products. We offer one or more of these products
primarily through 24 national and regional retailers with which we have ongoing
program agreements. The average length of our relationship with these Retail
Card partners is 23 years. Retail Card's revenue primarily consists of interest
and fees on our loan receivables. Other income primarily consists of interchange
fees earned when our Dual Card or general purpose co-branded cards are used
outside of our partners' sales channels and fees paid to us by customers who
purchase our debt cancellation products, less loyalty program payments. In
addition, the majority of our retailer share arrangements, which provide for
payments to our partner if the economic performance of the program exceeds a
contractually-defined threshold, are with partners in the Retail Card sales
platform. Substantially all of the credit extended in this platform is on
standard terms.
Payment Solutions
Payment Solutions is a leading provider of promotional financing for major
consumer purchases, offering consumer choice for financing at the point of sale,
including primarily private label credit cards, Dual Cards and installment
loans. Payment Solutions offers these products through participating partners
consisting of national and regional retailers, manufacturers, buying groups and
industry associations. Credit extended in this platform, other than for our oil
and gas retail partners, is primarily promotional financing. Payment Solutions'
revenue primarily consists of interest and fees on our loan receivables,
including "merchant discounts," which are fees paid to us by our partners in
almost all cases to compensate us for all or part of foregone interest income
associated with promotional financing.
CareCredit
CareCredit is a leading provider of promotional financing to consumers for
health, veterinary and personal care procedures, services and products. We have
a network of CareCredit providers and health-focused retailers, the vast
majority of which are individual or small groups of independent healthcare
providers, through which we offer a CareCredit branded private label credit card
and our CareCredit Dual Card offering, along with complementary products such as
Pets Best pet insurance. Substantially all of the credit extended in this
platform is promotional financing. CareCredit's revenue primarily consists of
interest and fees on our loan receivables, including merchant discounts.
                                       7

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Our Credit Products
____________________________________________________________________________________________
Through our platforms, we offer three principal types of credit products: credit
cards, commercial credit products and consumer installment loans. We also offer
a debt cancellation product.
The following table sets forth each credit product by type and indicates the
percentage of our total loan receivables that are under standard terms only or
pursuant to a promotional financing offer at March 31, 2021.
                                                                                     Promotional Offer
Credit Product                             Standard Terms Only         Deferred Interest           Other Promotional                Total
Credit cards                                           61.4  %                     17.9  %                      16.0  %                  95.3  %
Commercial credit products                              1.6                           -                            -                      1.6
Consumer installment loans                                -                         0.1                          3.0                      3.1
Other                                                     -                           -                            -                        -
Total                                                  63.0  %                     18.0  %                      19.0  %                 100.0  %


Credit Cards
We typically offer the following principal types of credit cards:
•Private Label Credit Cards. Private label credit cards are partner-branded
credit cards (e.g., Lowe's or Amazon) or program-branded credit cards (e.g.,
Synchrony Car Care or CareCredit) that are used primarily for the purchase of
goods and services from the partner or within the program network. In addition,
in some cases, cardholders may be permitted to access their credit card accounts
for cash advances. In Retail Card, credit under our private label credit cards
typically is extended on standard terms only, and in Payment Solutions and
CareCredit, credit under our private label credit cards typically is extended
pursuant to a promotional financing offer.
•Dual Cards and General Purpose Co-Branded Cards. Our patented Dual Cards are
credit cards that function as private label credit cards when used to purchase
goods and services from our partners, and as general purpose credit cards when
used to make purchases from other retailers wherever cards from those card
networks are accepted or for cash advance transactions. We also offer general
purpose co-branded credit cards that do not function as private label credit
cards, as well as, in limited circumstances, a Synchrony-branded general purpose
credit card. Credit extended under our Dual Cards and general purpose co-branded
credit cards typically is extended on standard terms only. We offer either Dual
Cards or general purpose co-branded credit cards across all of our sales
platforms, spanning 21 ongoing credit partners and our CareCredit Dual Card, of
which the majority are Dual Cards. Consumer Dual Cards and Co-Branded cards
totaled 23% of our total loan receivables portfolio at March 31, 2021.
Commercial Credit Products
We offer private label cards and Dual Cards for commercial customers that are
similar to our consumer offerings. We also offer a commercial pay-in-full
accounts receivable product to a wide range of business customers. We offer our
commercial credit products primarily through our Retail Card platform to the
commercial customers of our Retail Card partners.
Installment Loans
We originate installment loans to consumers (and a limited number of commercial
customers) in the United States, primarily in the power products market
(motorcycles, ATVs and lawn and garden). Installment loans are closed-end credit
accounts where the customer pays down the outstanding balance in installments.
Installment loans are assessed periodic finance charges using fixed interest
rates.
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Business Trends and Conditions
____________________________________________________________________________________________
We believe our business and results of operations will be impacted in the future
by various trends and conditions. For a discussion of certain trends and
conditions, see "Management's Discussion and Analysis of Financial Condition and
Results of Operations-Business Trends and Conditions" in our 2020 Form 10-K. For
a discussion of how certain trends and conditions impacted the three months
ended March 31, 2021, see "-Results of Operations."
Seasonality
____________________________________________________________________________________________
In our Retail Card and Payment Solutions platforms, we experience fluctuations
in transaction volumes and the level of loan receivables as a result of higher
seasonal consumer spending and payment patterns that typically result in an
increase of loan receivables from August through a peak in late December, with
reductions in loan receivables occurring over the first and second quarters of
the following year as customers pay their balances down.
The seasonal impact to transaction volumes and the loan receivables balance
typically results in fluctuations in our results of operations, delinquency
metrics and the allowance for credit losses as a percentage of total loan
receivables between quarterly periods.
In addition to the seasonal variance in loan receivables discussed above, we
also typically experience a seasonal increase in delinquency rates and
delinquent loan receivables balances during the third and fourth quarters of
each year due to lower customer payment rates resulting in higher net charge-off
rates in the first and second quarters. Our delinquency rates and delinquent
loan receivables balances typically decrease during the subsequent first and
second quarters as customers begin to pay down their loan balances and return to
current status resulting in lower net charge-off rates in the third and fourth
quarters. Because customers who were delinquent during the fourth quarter of a
calendar year have a higher probability of returning to current status when
compared to customers who are delinquent at the end of each of our interim
reporting periods, we expect that a higher proportion of delinquent accounts
outstanding at an interim period end will result in charge-offs, as compared to
delinquent accounts outstanding at a year end. Consistent with this historical
experience, we generally experience a higher allowance for credit losses as a
percentage of total loan receivables at the end of an interim period, as
compared to the end of a calendar year. In addition, despite improving credit
metrics such as declining past due amounts, we may experience an increase in our
allowance for credit losses at an interim period end compared to the prior year
end, reflecting these same seasonal trends.
The seasonal trends discussed above are most evident between the fourth quarter
and the first quarter of the following year. In addition to these seasonal
trends, we continue to experience improvements in customer payment behavior,
which include the effects of recent governmental stimulus actions. Customer
payments as a percentage of beginning-of-period loan receivables for the three
months ended March 31, 2021 were approximately 200 basis points higher than our
prior five-year historical average for the first quarter. Loan receivables
decreased by $5.0 billion, or 6.1%, to $76.9 billion at March 31, 2021 compared
to December 31, 2020, primarily due to the effects of customers paying down
their balances and past due balances declined to $2.2 billion at March 31, 2021
from $2.5 billion at December 31, 2020, primarily due to collections from
customers that were previously delinquent. Our allowance for credit losses as a
percentage of total loan receivables increased to 12.88% at March 31, 2021, from
12.54% at December 31, 2020. The increase in the allowance for credit losses as
a percentage of loan receivables at March 31, 2021 compared to December 31,
2020, despite a decrease in our past due balances, primarily reflects these same
seasonal trends.
                                       9

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Results of Operations
____________________________________________________________________________________________
Highlights for the Three Months Ended March 31, 2021
Below are highlights of our performance for the three months ended March 31,
2021 compared to the three months ended March 31, 2020, as applicable, except as
otherwise noted.
•Net earnings increased 258.4% to $1.0 billion for the three months ended
March 31, 2021 primarily driven by lower provision for credit losses and a
decrease in other expense, partially offset by lower net interest income.
•Loan receivables decreased 6.8% to $76.9 billion at March 31, 2021 compared to
March 31, 2020, primarily driven by the impacts of the 2020 shutdowns and
improvements in customer payment behavior, partially offset by higher purchase
volume.
•Net interest income decreased 11.6% to $3.4 billion for the three months ended
March 31, 2021 primarily due to a decrease in interest and fees on loans driven
by an increase in payment rates and lower delinquencies, partially offset by a
decrease in interest expense reflecting lower benchmark interest rates.
•Retailer share arrangements increased 6.8% to $989 million for the three months
ended March 31, 2021, primarily due to lower net charge-offs.
•Over-30 day loan delinquencies as a percentage of period-end loan receivables
decreased 141 basis points to 2.83% at March 31, 2021, and the net charge-off
rate decreased 174 basis points to 3.62% for the three months ended March 31,
2021.
•Provision for credit losses decreased by $1.3 billion, or 80.1% for the three
months ended March 31, 2021. The decrease was primarily driven by lower reserves
and lower net charge-offs. Our allowance coverage ratio (allowance for credit
losses as a percent of period-end loan receivables) increased to 12.88% at
March 31, 2021, as compared to 11.13% at March 31, 2020, primarily due to the
impact of the prior year pandemic shutdowns.
•Other expense decreased by $70 million, or 7.0%, for the three months ended
March 31, 2021 primarily driven by lower operational losses and lower marketing
and business development costs, partially offset by higher employee costs.
•At March 31, 2021, deposits represented 81% of our total funding sources. Total
deposits were flat at $62.7 billion at March 31, 2021, compared to December 31,
2020.
•During the three months ended March 31, 2021, we declared and paid cash
dividends on our Series A 5.625% non-cumulative preferred stock of $14.06 per
share, or $11 million.
•During the three months ended March 31, 2021, we repurchased $200 million of
our outstanding common stock, and declared and paid cash dividends of $0.22 per
share, or $128 million.
•In February 2021 in our CareCredit sales platform, we completed our acquisition
of Allegro Credit, a leading provider of point-of-sale consumer financing for
audiology products and dental services.
2021 Partner Agreements
•In our Retail Card sales platform, we extended our program agreement with
American Eagle. In April 2021, we announced that we will not be renewing our
program agreement with Gap Inc. when it expires on April 30, 2022. We expect our
strategic options will be accretive to dilutive earnings per share relative to
renewal terms and if the portfolio is sold we expect to recognize a gain on sale
of the portfolio and redeploy approximately $1 billion of capital.
                                       10

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•Excluding our program agreement with Gap Inc., our five largest programs based
upon interest and fees on loans for the year ended December 31, 2020 were
Amazon, JCPenney, Lowe's, PayPal and Sam's Club.
•In our Payment Solutions sales platform, we announced our new partnerships with
Family Farm & Home and BoxDrop and extended our program agreements with Ashley
HomeStores LTD, CITGO, Phillips 66 and Tacony Corporation.
•In our CareCredit sales platform, we expanded our network through our new
partnerships with Emory Healthcare, Mercy Health, Prime Health and Southern
Veterinary Partners. In addition, we also made our CareCredit patient financing
app available in the Epic App Orchard, further expanding the availability of
CareCredit to healthcare organizations using Epic.
Information About Our Executive Officers and Board of Directors
•The following events were effective April 1, 2021:
•Margaret Keane, 61, Synchrony's Chief Executive Officer ("CEO"), transitioned
roles from CEO to Executive Chair of the Board.
•Brian Doubles, 45, Synchrony's President, succeeded Ms. Keane to become
President and CEO, and joined the Board as a director.
•Rick Hartnack, 75, Non-Executive Chair of the Board, retired.
•Jeffrey Naylor, 62, became Lead Independent Director of the Board.
Summary Earnings
The following table sets forth our results of operations for the periods
indicated.
                                                                     Three months ended March 31,
($ in millions)                                                        2021                  2020
Interest income                                                  $        3,742          $    4,407
Interest expense                                                            303                 517
Net interest income                                                       3,439               3,890
Retailer share arrangements                                                (989)               (926)

Provision for credit losses                                                 334               1,677
Net interest income, after retailer share arrangements and
provision for credit losses                                               2,116               1,287
Other income                                                                131                  97
Other expense                                                               932               1,002
Earnings before provision for income taxes                                1,315                 382
Provision for income taxes                                                  290                  96
Net earnings                                                     $        1,025          $      286
Net earnings available to common stockholders                    $        

1,014 $ 275




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Other Financial and Statistical Data
The following table sets forth certain other financial and statistical data for
the periods indicated.
                                                                              At and for the
                                                                       Three months ended March 31,
($ in millions)                                                          2021                  2020
Financial Position Data (Average):
Loan receivables, including held for sale                          $      78,358           $   84,428
Total assets                                                       $      96,455           $  100,722
Deposits                                                           $      63,070           $   64,665
Borrowings                                                         $      15,659           $   18,793
Total equity                                                       $      13,071           $   12,592
Selected Performance Metrics:
Purchase volume(1)(2)                                              $      34,749           $   32,042
Retail Card                                                        $      26,540           $   24,008
Payment Solutions                                                  $       5,561           $    5,375
CareCredit                                                         $       2,648           $    2,659
Average active accounts (in thousands)(2)(3)                              66,280               72,078
Net interest margin(4)                                                     13.98   %            15.15  %
Net charge-offs                                                    $         699           $    1,125
Net charge-offs as a % of average loan receivables, including held
for sale                                                                    3.62   %             5.36  %
Allowance coverage ratio(5)                                                12.88   %            11.13  %
Return on assets(6)                                                          4.3   %              1.1  %
Return on equity(7)                                                         31.8   %              9.1  %
Equity to assets(8)                                                        13.55   %            12.50  %
Other expense as a % of average loan receivables, including held
for sale                                                                    4.82   %             4.77  %
Efficiency ratio(9)                                                         36.1   %             32.7  %
Effective income tax rate                                                   22.1   %             25.1  %
Selected Period-End Data:
Loan receivables                                                   $      76,858           $   82,469
Allowance for credit losses                                        $       9,901           $    9,175
30+ days past due as a % of period-end loan receivables(10)                 2.83   %             4.24  %
90+ days past due as a % of period-end loan receivables(10)                 1.52   %             2.10  %
Total active accounts (in thousands)(2)(3)                                65,219               68,849


______________________


(1)Purchase volume, or net credit sales, represents the aggregate amount of
charges incurred on credit cards or other credit product accounts less returns
during the period.
(2)Includes activity and accounts associated with loan receivables held for
sale.
(3)Active accounts represent credit card or installment loan accounts on which
there has been a purchase, payment or outstanding balance in the current month.
(4)Net interest margin represents net interest income divided by average
interest-earning assets.
(5)Allowance coverage ratio represents allowance for credit losses divided by
total period-end loan receivables.
(6)Return on assets represents net earnings as a percentage of average total
assets.
(7)Return on equity represents net earnings as a percentage of average total
equity.
(8)Equity to assets represents average total equity as a percentage of average
total assets.
(9)Efficiency ratio represents (i) other expense, divided by (ii) sum of net
interest income, plus other income, less retailer share arrangements.
(10)Based on customer statement-end balances extrapolated to the respective
period-end date.

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Average Balance Sheet
The following tables set forth information for the periods indicated regarding
average balance sheet data, which are used in the discussion of interest income,
interest expense and net interest income that follows.
                                                                         2021                                                     2020
                                                                     Interest            Average                               Interest            Average
                                                    Average          Income /            Yield /             Average            Income/           

Yield / Three months ended March 31 ($ in millions) Balance Expense

            Rate(1)             Balance            Expense           

Rate(1)

Assets


Interest-earning assets:
Interest-earning cash and equivalents(2)          $ 14,610          $      4                 0.11  %       $  12,902          $     42                 1.31  %
Securities available for sale                        6,772                 6                 0.36  %           5,954                25                 1.69  %
Loan receivables, including held for sale(3):
Credit cards                                        74,865             3,657                19.81  %          81,716             4,272                21.03  %
Consumer installment loans                           2,219                53                 9.69  %           1,432                35                 9.83  %
Commercial credit products                           1,231                21                 6.92  %           1,243                33                10.68  %
Other                                                   43                 1                      NM              37                 -                    -  %
Total loan receivables, including held for sale     78,358             3,732                19.32  %          84,428             4,340                20.67  %
Total interest-earning assets                       99,740             3,742                15.22  %         103,284             4,407                17.16  %
Non-interest-earning assets:
Cash and due from banks                              1,635                                                     1,450
Allowance for credit losses                        (10,225)                                                   (8,708)
Other assets                                         5,305                                                     4,696
Total non-interest-earning assets                   (3,285)                                                   (2,562)
Total assets                                      $ 96,455                                                 $ 100,722
Liabilities
Interest-bearing liabilities:
Interest-bearing deposit accounts                 $ 62,724          $    170                 1.10  %       $  64,366          $    356                 2.22  %
Borrowings of consolidated securitization
entities                                             7,694                51                 2.69  %           9,986                73                 2.94  %

Senior unsecured notes                               7,965                82                 4.18  %           8,807                88                 4.02  %

Total interest-bearing liabilities                  78,383               303                 1.57  %          83,159               517                 2.50  %
Non-interest-bearing liabilities:
Non-interest-bearing deposit accounts                  346                                                       299
Other liabilities                                    4,655                                                     4,672
Total non-interest-bearing liabilities               5,001                                                     4,971
Total liabilities                                   83,384                                                    88,130
Equity
Total equity                                        13,071                                                    12,592
Total liabilities and equity                      $ 96,455                                                 $ 100,722
Interest rate spread(4)                                                                     13.65  %                                                  14.66  %
Net interest income                                                 $  3,439                                                  $  3,890
Net interest margin(5)                                                                      13.98  %                                                  15.15  %


_______________________
(1)Average yields/rates are based on total interest income/expense over average
balances.
(2)Includes average restricted cash balances of $423 million and $981 million
for the three months ended March 31, 2021 and 2020, respectively.
(3)Interest income on loan receivables includes fees on loans of $514 million
and $656 million for the three months ended March 31, 2021 and 2020,
respectively.
(4)Interest rate spread represents the difference between the yield on total
interest-earning assets and the rate on total interest-bearing liabilities.
(5)Net interest margin represents net interest income divided by average total
interest-earning assets.
                                       13

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For a summary description of the composition of our key line items included in
our Statements of Earnings, see Management's Discussion and Analysis of
Financial Condition and Results of Operations in our 2020 Form 10-K.
Interest Income
Interest income decreased by $665 million, or 15.1%, for the three months ended
March 31, 2021 primarily driven by a decrease in interest and fees on loans
attributed to improvements in customer payment behavior and lower delinquencies.

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