SEC Filing | SLM Corporation

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slm-20200630

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 10-Q

(Mark One)

☑ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended June 30, 2020

☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from to

Commission File Number: 001-13251

SLM Corporation

(Exact name of registrant as specified in its charter)

Delaware

52-2013874

(State or other jurisdiction of
incorporation or organization)

(I.R.S. Employer
Identification No.)

300 Continental Drive

Newark,

Delaware

19713

(Address of principal executive offices)

(Zip Code)

(302) 451-0200

(Registrant’s telephone number, including area code)

(Former name, former address and former fiscal year, if changed since last report)

Securities registered pursuant to Section 12(b) of the Act:


Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common stock, par value $.20 per share	SLM	The NASDAQ Global Select Market
Floating Rate Non-Cumulative Preferred Stock, Series B, par value $.20 per share	SLMBP	The NASDAQ Global Select Market

Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes þ No ¨

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes þ No ¨

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer

☑

Accelerated filer

☐

Non-accelerated filer

☐

(Do not check if a smaller reporting company)

Smaller reporting company

☐

Emerging growth company

☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No þ

As of June 30, 2020, there were 375,235,787 shares of common stock outstanding.

SLM CORPORATION

CONSOLIDATED FINANCIAL STATEMENTS

INDEX

Part I. Financial Information

Item 1.

Financial Statements

Item 1.

Notes to the Financial Statements

Item 2.

Management’s Discussion and Analysis of Financial Condition and Results of Operations

Item 3.

Quantitative and Qualitative Disclosures about Market Risk

106

Item 4.

Controls and Procedures

110

PART II. Other Information

Item 1.

Item 1A.

Item 2.

Unregistered Sales of Equity Securities and Use of Proceeds

112

Item 3.

Defaults Upon Senior Securities

112

Item 4.

Mine Safety Disclosures

Item 5.

Item 6.

SLM CORPORATION

CONSOLIDATED BALANCE SHEETS

(In thousands, except share and per share amounts)

(Unaudited)


	June 30,		December 31,
	2020		2019
Assets
Cash and cash equivalents	$	4,988,961	$	5,563,877
Investments:
Trading investments at fair value (cost of $12,551)	14,261		—
Available-for-sale investments at fair value (cost of $2,013,021 and $485,756, respectively)	2,020,948		487,669
Other investments	81,967		84,420
Total investments	2,117,176		572,089
Loans held for investment (net of allowance for losses of $1,929,323 and $441,912, respectively)	21,163,931		24,667,792
Restricted cash	115,192		156,883
Other interest-earning assets	74,902		52,564
Accrued interest receivable	1,392,677		1,392,725
Premises and equipment, net	147,738		134,749
Income taxes receivable, net	340,779		88,844
Tax indemnification receivable	28,125		27,558
Other assets	42,629		29,398
Total assets	$	30,412,110	$	32,686,479

Liabilities
Deposits	$	23,592,119	$	24,283,983
Short-term borrowings	—		289,230
Long-term borrowings	4,449,767		4,354,037

Upromise member accounts	—		192,662
Other liabilities	353,305		254,731
Total liabilities	28,395,191		29,374,643

Commitments and contingencies

Equity
Preferred stock, par value $0.20 per share, 20 million shares authorized:
Series B: 4 million and 4 million shares issued, respectively, at stated value of $100 per share	400,000		400,000
Common stock, par value $0.20 per share, 1.125 billion shares authorized: 456.5 million and 453.6 million shares issued, respectively	91,317		90,720
Additional paid-in capital	1,234,450		1,307,630
Accumulated other comprehensive loss (net of tax benefit of ($14,314) and ($3,995), respectively)	(44,071)		(12,367)
Retained earnings	1,133,269		1,850,512
Total SLM Corporation stockholders’ equity before treasury stock	2,814,965		3,636,495
Less: Common stock held in treasury at cost: 81.3 million and 32.5 million shares, respectively	(798,046)		(324,659)
Total equity	2,016,919		3,311,836
Total liabilities and equity	$	30,412,110	$	32,686,479

See accompanying notes to consolidated financial statements.

SLM CORPORATION

CONSOLIDATED STATEMENTS OF OPERATIONS

(In thousands, except per share amounts)

(Unaudited)


	Three Months Ended						Six Months Ended
	June 30,						June 30,
	2020		2019		2020		2019
Interest income:
Loans	$	480,170	$	553,905	$	1,035,447	$	1,107,384
Investments	2,489		1,706		5,006		3,127
Cash and cash equivalents	2,136		18,111		19,275		29,664
Total interest income	484,795		573,722		1,059,728		1,140,175
Interest expense:
Deposits	100,246		136,597		235,358		262,584
Interest expense on short-term borrowings	3,399		1,135		7,616		2,300
Interest expense on long-term borrowings	32,375		39,122		67,863		76,142

Total interest expense	136,020		176,854		310,837		341,026
Net interest income	348,775		396,868		748,891		799,149
Less: provisions for credit losses	351,887		93,375		413,145		157,165
Net interest income (loss) after provisions for credit losses	(3,112)		303,493		335,746		641,984
Non-interest income (loss):
Gains (losses) on sales of loans, net	(369)		—		238,566		—

Gains on derivatives and hedging activities, net	3,751		16,736		49,423		19,499
Other income	25,412		2,655		32,899		16,033
Total non-interest income	28,794		19,391		320,888		35,532
Non-interest expenses:
Compensation and benefits	72,448		66,495		156,670		145,233
FDIC assessment fees	7,163		7,356		16,053		14,974
Other operating expenses	61,946		64,955		116,132		118,746



Total non-interest expenses	141,557		138,806		288,855		278,953
Income (loss) before income tax expense (benefit)	(115,875)		184,078		367,779		398,563
Income tax expense (benefit)	(30,664)		33,801		90,817		90,097
Net income (loss)	(85,211)		150,277		276,962		308,466
Preferred stock dividends	2,478		4,331		5,942		8,799
Net income (loss) attributable to SLM Corporation common stock	$	(87,689)	$	145,946	$	271,020	$	299,667
Basic earnings (loss) per common share attributable to SLM Corporation	$	(0.23)	$	0.34	$	0.69	$	0.69
Average common shares outstanding	375,009		429,278		392,397		431,911
Diluted earnings (loss) per common share attributable to SLM Corporation	$	(0.23)	$	0.34	$	0.69	$	0.69
Average common and common equivalent shares outstanding	375,009		432,253		395,191		435,233
Declared dividends per common share attributable to SLM Corporation	$	0.06	$	0.06	$	0.09	$	0.09

See accompanying notes to consolidated financial statements.

SLM CORPORATION

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

(In thousands)

(Unaudited)


	Three Months Ended						Six Months Ended
	June 30,						June 30,
	2020		2019		2020		2019
Net income (loss)	$	(85,211)	$	150,277	$	276,962	$	308,466
Other comprehensive income (loss):
Unrealized gains on investments	1,211		3,164		6,014		6,102
Unrealized losses on cash flow hedges	(2,343)		(24,013)		(48,037)		(38,130)
Total unrealized losses	(1,132)		(20,849)		(42,023)		(32,028)
Income tax benefit	335		5,093		10,319		7,826
Other comprehensive loss, net of tax benefit	(797)		(15,756)		(31,704)		(24,202)
Total comprehensive income (loss)	$	(86,008)	$	134,521	$	245,258	$	284,264

See accompanying notes to consolidated financial statements.

SLM CORPORATION

CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY

(In thousands, except share and per share amounts)

(Unaudited)


		Common Stock Shares
	Preferred Stock Shares	Issued	Treasury	Outstanding	Preferred Stock		Common Stock		Additional Paid-In Capital		Accumulated Other Comprehensive Income (Loss)		Retained Earnings		Treasury Stock		Total Equity
Balance at March 31, 2019	4,000,000	453,326,885	(20,899,600)	432,427,285	$	400,000	$	90,666	$	1,290,683	$	2,177	$	1,480,718	$	(216,710)	$	3,047,534
Net income	—	—	—	—	—		—		—		—		150,277		—		150,277
Other comprehensive loss, net of tax	—	—	—	—	—		—		—		(15,756)		—		—		(15,756)
Total comprehensive income	—	—	—	—	—		—		—		—		—		—		134,521



Cash dividends declared:
Common stock ($0.06 per share)	—	—	—	—	—		—		—		—		(25,804)		—		(25,804)
Preferred Stock, Series B ($1.08 per share)	—	—	—	—	—		—		—		—		(4,331)		—		(4,331)

Dividend equivalent units related to employee stock-based compensation plans	—	—	—	—	—		—		5		—		(5)		—		—
Issuance of common shares	—	181,020	—	181,020	—		36		139		—		—		—		175
Stock-based compensation expense	—	—	—	—	—		—		5,582		—		—		—		5,582
Common stock repurchased	—	—	(5,989,279)	(5,989,279)	—		—		—		—		—		(60,120)		(60,120)
Shares repurchased related to employee stock-based compensation plans	—	—	(24,036)	(24,036)	—		—		—		—		—		(241)		(241)
Balance at June 30, 2019	4,000,000	453,507,905	(26,912,915)	426,594,990	$	400,000	$	90,702	$	1,296,409	$	(13,579)	$	1,600,855	$	(277,071)	$	3,097,316

See accompanying notes to consolidated financial statements.

SLM CORPORATION

CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY

(In thousands, except share and per share amounts)

(Unaudited)


		Common Stock Shares
	Preferred Stock Shares	Issued	Treasury	Outstanding	Preferred Stock		Common Stock		Additional Paid-In Capital		Accumulated Other Comprehensive Loss		Retained Earnings		Treasury Stock		Total Equity
Balance at March 31, 2020	4,000,000	456,437,488	(81,348,528)	375,088,960	$	400,000	$	91,288	$	1,226,886	$	(43,274)	$	1,243,722	$	(798,039)	$	2,120,583
Net loss	—	—	—	—	—		—		—		—		(85,211)		—		(85,211)
Other comprehensive loss, net of tax	—	—	—	—	—		—		—		(797)		—		—		(797)
Total comprehensive loss	—	—	—	—	—		—		—		—		—		—		(86,008)



Cash dividends declared:
Common stock ($0.06 per share)	—	—	—	—	—		—		—		—		(22,749)		—		(22,749)
Preferred Stock, Series B ($0.62 per share)	—	—	—	—	—		—		—		—		(2,478)		—		(2,478)

Dividend equivalent units related to employee stock-based compensation plans	—	—	—	—	—		—		15		—		(15)		—		—
Issuance of common shares	—	147,735		147,735	—		29		(30)		—		—		—		(1)
Stock-based compensation expense	—	—	—	—	—		—		7,579		—		—		—		7,579
Common stock repurchased	—	—	—	—	—		—		—		—		—		—		—
Shares repurchased related to employee stock-based compensation plans	—	—	(908)	(908)	—		—		—		—		—		(7)		(7)
Balance at June 30, 2020	4,000,000	456,585,223	(81,349,436)	375,235,787	$	400,000	$	91,317	$	1,234,450	$	(44,071)	$	1,133,269	$	(798,046)	$	2,016,919

See accompanying notes to consolidated financial statements.

SLM CORPORATION

CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY

(In thousands, except share and per share amounts)

(Unaudited)


		Common Stock Shares
	Preferred Stock Shares	Issued	Treasury	Outstanding	Preferred Stock		Common Stock		Additional Paid-In Capital		Accumulated Other Comprehensive Income (Loss)		Retained Earnings		Treasury Stock		Total Equity
Balance at December 31, 2018	4,000,000	449,856,221	(14,174,733)	435,681,488	$	400,000	$	89,972	$	1,274,635	$	10,623	$	1,340,017	$	(142,591)	$	2,972,656
Net income	—	—	—	—	—		—		—		—		308,466		—		308,466
Other comprehensive loss, net of tax	—	—	—	—	—		—		—		(24,202)		—		—		(24,202)
Total comprehensive income	—	—	—	—	—		—		—		—		—		—		284,264



Cash dividends declared:
Common stock ($0.09 per share)	—	—	—	—	—		—		—		—		(38,824)		—		(38,824)
Preferred Stock, Series B ($2.20 per share)	—	—	—	—	—		—		—		—		(8,799)		—		(8,799)

Dividend equivalent units related to employee stock-based compensation plans	—	—	—	—	—		—		5		—		(5)		—		—
Issuance of common shares	—	3,651,684	—	3,651,684	—		730		2,296		—		—		—		3,026
Stock-based compensation expense	—	—	—	—	—		—		19,473		—		—		—		19,473
Common stock repurchased	—	—	(11,424,755)	(11,424,755)	—		—		—		—		—		(120,120)		(120,120)
Shares repurchased related to employee stock-based compensation plans	—	—	(1,313,427)	(1,313,427)	—		—		—		—		—		(14,360)		(14,360)
Balance at June 30, 2019	4,000,000	453,507,905	(26,912,915)	426,594,990	$	400,000	$	90,702	$	1,296,409	$	(13,579)	$	1,600,855	$	(277,071)	$	3,097,316

See accompanying notes to consolidated financial statements.

SLM CORPORATION

CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY

(In thousands, except share and per share amounts)

(Unaudited)


		Common Stock Shares
	Preferred Stock Shares	Issued	Treasury	Outstanding	Preferred Stock		Common Stock		Additional Paid-In Capital		Accumulated Other Comprehensive Loss		Retained Earnings		Treasury Stock		Total Equity
Balance at December 31, 2019	4,000,000	453,599,926	(32,506,562)	421,093,364	$	400,000	$	90,720	$	1,307,630	$	(12,367)	$	1,850,512	$	(324,659)	$	3,311,836
Net income	—	—	—	—	—		—		—		—		276,962		—		276,962
Other comprehensive loss, net of tax	—	—	—	—	—		—		—		(31,704)		—		—		(31,704)
Total comprehensive income	—	—	—	—	—		—		—		—		—		—		245,258
Cumulative adjustment for the adoption of ASU No. 2016-13 (CECL)	—	—	—	—	—		—		—		—		(952,639)		—		(952,639)

Cash dividends declared:
Common Stock ($0.09 per share)	—	—	—	—	—		—		—		—		(35,344)		—		(35,344)
Preferred Stock, Series B ($1.49 per share)	—	—	—	—	—		—		—		—		(5,942)		—		(5,942)
Dividend equivalent units related to employee stock-based compensation plans	—	—	—	—	—		—		270		—		(280)		—		(10)
Issuance of common shares	—	2,985,297		2,985,297	—		597		2,284		—		—		—		2,881

Stock-based compensation expense	—	—	—	—	—		—		21,189		—		—		—		21,189
Common stock repurchased	—	—	(47,736,847)	(47,736,847)	—		—		(96,923)		—		—		(461,244)		(558,167)
Shares repurchased related to employee stock-based compensation plans	—	—	(1,106,027)	(1,106,027)	—		—		—		—		—		(12,143)		(12,143)
Balance at June 30, 2020	4,000,000	456,585,223	(81,349,436)	375,235,787	$	400,000	$	91,317	$	1,234,450	$	(44,071)	$	1,133,269	$	(798,046)	$	2,016,919

See accompanying notes to consolidated financial statements.

SLM CORPORATION

CONSOLIDATED STATEMENTS OF CASH FLOWS

(In thousands)

(Unaudited)


	Six Months Ended
	June 30,
	2020		2019
Operating activities
Net income	$	276,962	$	308,466
Adjustments to reconcile net income to net cash provided by (used in) operating activities:
Provisions for credit losses	413,145		157,165
Income tax expense	90,817		90,097
Amortization of brokered deposit placement fee	10,128		7,625
Amortization of Secured Borrowing Facility upfront fee	1,346		559
Amortization of deferred loan origination costs and loan premium/(discounts), net	16,220		6,426
Net amortization of discount on investments	2,551		493
Unrealized gain on investments	(1,710)		—
(Increase) reduction in tax indemnification receivable	(567)		282
Depreciation of premises and equipment	7,677		6,968

Stock-based compensation expense	21,009		19,473
Unrealized gains on derivatives and hedging activities, net	(34,752)		(21,950)
Gains on sales of loans, net	(238,566)		—

Gain on sale of Upromise subsidiary, net	(11,331)		—
Other adjustments to net income, net	3,812		3,851
Changes in operating assets and liabilities:
Increase in accrued interest receivable	(464,291)		(478,886)

Increase in other interest-earning assets	(22,338)		(38,030)

Increase in other assets	(62,497)		(28,297)
Decrease in income taxes payable, net	(23,597)		(132,250)
(Decrease) increase in accrued interest payable	(11,912)		7,037
Decrease in Upromise member accounts due to sale	(193,840)		—
Increase in other liabilities	159,589		27,927
Total adjustments	(339,107)		(371,510)
Total net cash used in operating activities	(62,145)		(63,044)
Investing activities
Loans acquired and originated	(2,824,850)		(2,919,389)
Net proceeds from sales of loans held for investment	3,283,039		—
Proceeds from claim payments	17,308		21,356
Net decrease in loans held for investment	2,035,613		2,004,272
Purchases of available-for-sale securities	(1,556,084)		(160,317)
Proceeds from sales and maturities of available-for-sale securities	105,073		10,629
Proceeds from sale of Upromise subsidiary, net	16,922		—
Total net cash provided by (used in) investing activities	1,077,021		(1,043,449)
Financing activities

Brokered deposit placement fee	(3,305)		(15,380)
Net (decrease) increase in certificates of deposit	(1,059,731)		1,787,511
Net increase in other deposits	220,047		373,452

Borrowings collateralized by loans in securitization trusts - issued	633,305		1,105,594
Borrowings collateralized by loans in securitization trusts - repaid	(541,365)		(530,765)



Repayment of borrowings under Secured Borrowing Facility	(289,230)		—
Fees paid on Secured Borrowing Facility	(3,251)		(1,116)

Common stock dividends paid	(23,844)		(25,824)
Preferred stock dividends paid	(5,942)		(8,799)
Common stock repurchased	(558,167)		(120,120)
Net cash (used in) provided by financing activities	(1,631,483)		2,564,553


Net (decrease) increase in cash, cash equivalents and restricted cash	(616,607)		1,458,060
Cash, cash equivalents and restricted cash at beginning of period	5,720,760		2,681,895
Cash, cash equivalents and restricted cash at end of period	$	5,104,153	$	4,139,955
Cash disbursements made for:
Interest	$	304,119	$	323,278
Income taxes paid	$	27,661	$	132,036
Income taxes refunded	$	(4,016)	$	(718)
Reconciliation of the Consolidated Statements of Cash Flows to the Consolidated Balance Sheets:
Cash and cash equivalents	$	4,988,961	$	3,998,514
Restricted cash	115,192		141,441
Total cash, cash equivalents and restricted cash	$	5,104,153	$	4,139,955

See accompanying notes to consolidated financial statements.

SLM CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Dollars in thousands, unless otherwise noted)

1. Significant Accounting Policies

Basis of Presentation

The accompanying unaudited, consolidated financial statements of SLM Corporation (“Sallie Mae,” “SLM,” the “Company,” “we,” or “us”) have been prepared in accordance with generally accepted accounting principles in the United States of America (“GAAP”) for interim financial information. Accordingly, they do not include all the information and footnotes required by GAAP for complete consolidated financial statements. The consolidated financial statements include the accounts of SLM Corporation and its majority-owned and controlled subsidiaries after eliminating the effects of intercompany accounts and transactions. In the opinion of management, all adjustments considered necessary for a fair statement of the results for the interim periods have been included. The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the amounts reported in the consolidated financial statements and accompanying notes. Actual results could differ from those estimates. Operating results for the three and six months ended June 30, 2020 are not necessarily indicative of the results for the year ending December 31, 2020 or for any other period. These unaudited financial statements should be read in conjunction with the audited financial statements and related notes included in our Annual Report on Form 10-K for the year ended December 31, 2019 (the “2019 Form 10-K”).

Consolidation

The consolidated financial statements include the accounts of the Company and its majority-owned and controlled subsidiaries after eliminating the effects of intercompany accounts and transactions.

We consolidate any variable interest entity (“VIE”) where we have determined we are the primary beneficiary. The primary beneficiary is the entity which has both: (i) the power to direct the activities of the VIE that most significantly impact the VIE’s economic performance and (ii) the obligation to absorb losses or receive benefits of the entity that could potentially be significant to the VIE.

Allowance for Credit Losses

We maintain an allowance for credit losses for the lifetime expected credit losses on loans in our portfolios, as well as for future loan commitments, at the reporting date.

In determining the lifetime expected credit losses on our Private Education Loan and Personal Loan portfolios, we use a discounted cash flow model. This method requires us to project future principal and interest cash flows on our loans in those portfolios.

To estimate the future expected cash flows, we use a vintage-based model that considers life of loan loss expectations, prepayments (both voluntary and involuntary), defaults, recoveries, and any other adjustments deemed necessary, to determine the adequacy of the allowance at each balance sheet date. These cash flows are discounted at the loan’s effective interest rate to calculate the present value of those cash flows. Management adjusts the effective interest rate used to discount expected cash flows to incorporate expected prepayments. The difference between the present value of those cash flows and the amortized cost basis of the underlying loans is the allowance for loan losses. Entities that measure credit losses based on the present value of expected future cash flows are permitted to report the entire change in present value as credit loss expense, but may alternatively report the change in present value due to the passage of time as interest income. We have elected to report the entire change in present value as credit loss expense.

In determining the loss rates used for the vintage-based approach, we start with our historical loss rates, stratify the loans within each vintage, and then adjust the loss rates based upon exogenous factors over a reasonable and supportable period. The reasonable and supportable period is meant to represent the period in which we believe we can estimate the impact of forecasted economic variables in our expected losses. At the end of the reasonable and supportable period, we immediately revert our forecast of expected losses to our historical averages. We use a two-year reasonable and supportable period, although this

SLM CORPORATION

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1.			Significant Accounting Policies (Continued)

period is subject to change as our view evolves on our ability to reasonably estimate future losses based upon economic forecasts.

In estimating our current expected credit losses, we use a combination of an expected base-case economic scenario coupled with our historical experience to derive a base case adjusted for any qualitative factors (as described below). We also develop an adverse and favorable economic scenario as well. At each reporting date, we determine the appropriate weighting of these alternate scenarios based upon the current economic conditions and our view of the risks of alternate outcomes. This weighting of expectations is used in calculating our current expected credit losses recorded each period.

In estimating recoveries, we use both estimates of what we would receive from the sale of defaulted loans as well as historical borrower payment behavior to estimate the timing and amount of future recoveries on charged-off loans.

Our prepayment estimates include the effect of voluntary prepayments and consolidation (if the loans are consolidated to third parties), both of which shorten the lives of loans. Constant Prepayment Rate (“CPR”) estimates also consider the utilization of deferment, forbearance, and extended repayment plans, which lengthen the lives of loans. We regularly evaluate the assumptions used to estimate the CPRs. We use economic forecasts to help in the estimation of future CPRs. As with our loss forecasts, at the end of the two-year reasonable and supportable forecast for CPRs, we immediately revert to our historical long-term CPR rates.

In addition to the above modeling approach, we also take certain other qualitative factors into consideration when calculating the allowance for loan losses. These qualitative factors include, but are not limited to, changes in lending policies and procedures, including changes in underwriting standards and collection, charge-off and recovery practices not already included in the analysis, and the effect of other external factors such as legal and regulatory requirements on the level of estimated current expected credit losses.

The evaluation of the allowance for loan losses is inherently subjective, as it requires material estimates that may be susceptible to significant changes. If actual future performance in delinquency, charge-offs, and recoveries is significantly different than estimated, or management assumptions or practices were to change, this could materially affect the estimate of the allowance for loan losses, the timing of when losses are recognized, and the related provision for credit losses on our consolidated statements of operations.

Below we describe in further detail our policies and procedures for the allowance for credit losses as they relate to our Private Education Loan, Personal Loan, Credit Card, and FFELP Loan portfolios.

Allowance for Private Education Loan Losses

We collect on defaulted loans through a mix of in-house collectors, third-party collectors and sales to third-parties. For June 30, 2020 and December 31, 2019, we used both an estimate of recovery rates from in-house collections as well as expectations of future sales of defaulted loans to estimate the timing and amount of future recoveries on charged-off loans.

In addition to the key assumptions/estimates described above, some estimates are unique to our Private Education Loan portfolio. Estimates are made on our Private Education Loans regarding when each borrower will separate from school. The cash flow timing of when a borrower will begin making full principal and interest payments is dependent upon when the student either graduates or leaves school. These dates can change based upon many factors. We receive information regarding projected graduation dates from a third-party clearinghouse. The separation from school date will be updated quarterly based on updated information received from the clearinghouse.

Additionally, when we have a contractual obligation to fund a loan or a portion of a loan at a later date, we make an estimate regarding the percentage of this obligation that will be funded. This estimate is based on historical experience. For unfunded commitments, we recognize the related life of loan allowance as a liability. Once the loan is funded, that liability transfers to the allowance for Private Education Loan losses.

SLM CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Dollars in thousands, unless otherwise noted)


1.			Significant Accounting Policies (Continued)

Key Credit Quality Indicators - Private Education Loans

We determine the collectability of our Private Education Loan portfolio by evaluating certain risk characteristics. We consider credit score at original approval and periodically refreshed/updated credit scores through the loan’s term, existence of a cosigner, loan status, and loan seasoning as the key credit quality indicators because they have the most significant effect on the determination of the adequacy of our allowance for loan losses. Credit scores are an indicator of the creditworthiness of borrowers and the higher the credit scores the more likely it is the borrowers will be able to make all of their contractual payments. Loan status affects the credit risk because a past due loan is more likely to result in a credit loss than a current loan. Additionally, loans in the deferred payment status have different credit risk profiles compared with those in current pay status. Loan seasoning affects credit risk because a loan with a history of making payments generally has a lower incidence of default than a loan with a history of making infrequent or no payments. The existence of a cosigner lowers the likelihood of default as well. We monitor and update these credit quality indicators in the analysis of the adequacy of our allowance for loan losses on a quarterly basis.

Private Education Loans generally do not require borrowers to begin principal and interest repayment until at least six months after the borrowers have graduated or otherwise separated from school. Consequently, the loss estimates for these loans are generally low while the borrower is in school and then increase upon the end of the grace period after separation from school. At June 30, 2020 and December 31, 2019, 26 percent and 25 percent, respectively, of the principal balance of the Private Education Loan portfolio was related to borrowers who are in an in-school (fully deferred), grace, or other deferment status and not required to make payments.

Our collection policies for Private Education Loans allow for periods of nonpayment for certain borrowers requesting an extended grace period upon leaving school or experiencing temporary difficulty meeting payment obligations. This is referred to as forbearance and is considered in estimating the allowance for loan losses.

As part of concluding on the adequacy of the allowance for loan losses for Private Education Loans, we review key allowance and loan metrics. The most relevant of these metrics considered are the allowance as a percentage of ending total loans, delinquency percentages, and forbearance percentages.

We consider a Private Education Loan to be delinquent 31 days after the last payment was contractually due.

Troubled Debt Restructurings (“TDRs”)

In estimating the expected defaults for our Private Education Loans that are considered TDRs, we follow the same discounted cash flow process described above but use the historical loss rates related to past TDR loans. The appropriate gross loss rates are determined for each individual loan by evaluating loan maturity, risk characteristics, and macroeconomic conditions.

The allowance for our TDR portfolio is included in our overall allowance for Private Education Loans. Our TDR portfolio is comprised mostly of loans with interest rate reductions and loans with forbearance usage greater than three months, as further described below.

We adjust the terms of loans for certain borrowers when we believe such changes will help our customers manage their student loan obligations, achieve better student outcomes, and increase the collectability of the loans. These changes generally take the form of a temporary forbearance of payments, a temporary interest rate reduction, a temporary interest rate reduction with a permanent extension of the loan term, and/or a short-term extended repayment alternative. When we give a borrower facing financial difficulty an interest rate reduction, we temporarily reduce the rate (currently to 4.0 percent) for a two-year period and, in the vast majority of cases, permanently extend the final maturity of the loan. The combination of these two loan term changes helps reduce the monthly payment due from the borrower and increases the likelihood the borrower will remain current during the interest rate modification period as well as when the loan returns to its original contractual interest rate.

SLM CORPORATION

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1.			Significant Accounting Policies (Continued)

six months of forbearance received during that period against the three-month policy limit. The second step is to evaluate the creditworthiness of the loan by examining its most recent refreshed FICO score. Loans that have met the criteria in the first test and have a FICO score above a certain threshold (based on the most recent quarterly FICO score refresh) will not be classified as TDRs. Loans that have met the criteria in the first test and have a FICO score under the threshold (based on the most recent quarterly FICO score refresh) will be classified as TDRs.

A loan also becomes a TDR when it is modified to reduce the interest rate on the loan (regardless of when such modification occurs and/or whether such interest rate reduction is temporary). Once a loan qualifies for TDR status, it remains a TDR for allowance purposes for the remainder of its life. About half our loans that are considered TDRs involve a temporary forbearance of payments and do not change the contractual interest rate of the loan. As of June 30, 2020 and December 31, 2019, approximately 47 percent and 50 percent, respectively, of TDRs were classified as such due to their forbearance status. For additional information, see Note 6, “Allowance for Loan Losses” in our 2019 Form 10-K.

On March 27, 2020, President Trump signed into law the Coronavirus Aid, Relief, and Economic Security Act (the “CARES Act”), which, among other things, allows us to (i) elect to suspend the requirements under GAAP for loan modifications related to COVID-19 that would otherwise be categorized as TDRs, and (ii) suspend any determination of a loan modified as a result of the effects of COVID-19 as being a TDR, including impairment for accounting purposes.

We have elected to suspend TDR accounting for both forbearance and interest rate modifications of loans that occur as a result of COVID-19 for the applicable period of the CARES Act relief. The relief from TDR guidance applies to modifications of loans that were not more than 30 days past due as of December 31, 2019, and that occur during the period beginning on March 1, 2020, and ending on the earlier of (i) sixty days after the date on which the national emergency related to the COVID-19 outbreak is terminated, or (ii) December 31, 2020.

Off-Balance Sheet Exposure for Contractual Loan Commitments

When we approve a Private Education Loan at the beginning of an academic year, that approval may cover the borrowing for the entire academic year. As such, we do not always disburse the full amount of the loan at the time of such approval, but instead have a commitment to fund a portion of the loan at a later date (usually the start of the second semester or subsequent trimesters). We estimate expected credit losses over the contractual period in which we are exposed to credit risk via a contractual obligation to extend credit, unless that obligation is unconditionally cancellable by us. The discounted cash flow approach described above includes expected future contractual disbursements. The portion of the allowance for loan losses related to future disbursements is shown as a liability on the face of the balance sheet, and related provision for credit losses is reflected on the income statement.

Uncollectible Interest

The majority of the total accrued interest receivable on our Private Education Loan portfolio represents accrued interest on deferred loans where no payments are due while the borrower is in school and on fixed-pay loans where the borrower makes a $25 monthly payment that is smaller than the interest accrued on the loan in that month. The accrued interest on these loans will be capitalized and increase the unpaid principal balance of the loans when the borrower exits the grace period after separation from school. The discounted cash flow approach described above considers both the collectability of principal as well as this portion of accrued interest that is expected to capitalize to the balance of the loan. Therefore, the allowance for this portion of accrued interest balance is included in our allowance for loan losses. The discounted cash flow approach does not consider interest accrued on loans that are in a full principal and interest repayment status or in interest-only repayment status. We separately capture the amount of expected uncollectible interest associated with these loans using historical experience to estimate the uncollectible interest for the next four months at each period-end date. This amount is recorded as a reduction of interest income. Accrued interest receivable is separately disclosed on the face of the balance sheet.

SLM CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Dollars in thousands, unless otherwise noted)


1.			Significant Accounting Policies (Continued)

Allowance for Personal Loans

From late 2016 through mid-2018, we acquired newly-originated Personal Loans from a marketplace lender. In 2018, we began to originate Personal Loans. We ceased originating these loans at the end of 2019. We maintain an allowance for Personal Loan losses at an amount sufficient to absorb lifetime expected credit losses using the same discounted cash flow approach described above for Private Education Loans. The difference between the amortized cost basis and the present value of expected cash flows on our Personal Loan portfolio equals the allowance related to this portfolio. At June 30, 2020 and December 31, 2019, we held $609 million and $984 million, respectively, in Personal Loans, net of allowance. At June 30, 2020, there were no Personal Loans classified as TDRs.

We collect on defaulted Personal Loans through a mix of in-house collectors, third-party collectors, and sales to third-parties. For June 30, 2020 and December 31, 2019, we used both an estimate of recovery rates from in-house collections as well as expectations of future sales of defaulted Personal Loans to estimate the timing and amount of future recoveries on charged-off Personal Loans.

Key Credit Quality Indicators - Personal Loans

For Personal Loans, we consider FICO scores at original approval and periodically refreshed/updated credit scores through the loan’s term, loan seasoning, and loan delinquency status to be our key credit quality indicators for the same reasons discussed above under “— Key Credit Quality Indicators — Private Education Loans.”

As part of concluding on the adequacy of the allowance for Personal Loan losses, we review key allowance and loan metrics. The most relevant of these metrics considered are the allowance as a percentage of ending total loans, delinquency percentages, and forbearance percentages. We consider a Personal Loan to be delinquent 31 days after the last payment was contractually due.

Allowance for Credit Card Loans

We use the gross loss approach when estimating the allowance for loan losses for our Credit Card portfolio. Because our Credit Card portfolio is new and we do not have historical loss experience, we use estimated loss rates reported by other financial institutions to estimate our allowance for loan losses for credit cards, net of expected recoveries. In addition, we use a model that utilizes purchased credit card information with risk characteristics similar to those of our own portfolio as a challenger model. We then consider any qualitative factors that may change our future expectations of losses.

As all of our Credit Card loans are unconditionally cancelable by us, the issuer, we do not record any estimate of credit losses for unused portions of our Credit Card commitments.

Allowance for FFELP Loan Losses

FFELP Loans are insured as to their principal and accrued interest in the event of default, subject to a risk-sharing level based on the date of loan disbursement. These insurance obligations are supported by contractual rights against the United States. For loans disbursed on or after July 1, 2006, we receive 97 percent reimbursement on all qualifying default claims. For loans disbursed after October 1, 1993, and before July 1, 2006, we receive 98 percent reimbursement on all qualifying claims. For loans disbursed prior to October 1, 1993, we receive 100 percent reimbursement. Because we bear a maximum of three percent loss exposure due to this federal guarantee, our allowance for loan losses for FFELP loans and related periodic provision expense are relatively small.

We use the gross loss approach when estimating the allowance for loan losses for our FFELP Loans. We maintain an allowance for loan losses for our FFELP Loans at a level sufficient to cover lifetime expected credit losses. The allowance for FFELP Loan losses uses historical experience of customer default behavior. We apply the default rate projections, net of applicable risk sharing, to our FFELP Loans for the current period to perform our quantitative calculation. Once the quantitative calculation is performed, we review the adequacy of the allowance for loan losses and determine if qualitative adjustments need to be considered.

SLM CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Dollars in thousands, unless otherwise noted)


1.			Significant Accounting Policies (Continued)

Loan Interest Income

For all loans, including impaired loans, classified as held for investment, we recognize interest income as earned, adjusted for the amortization of deferred direct origination and acquisition costs. Deferred fees or costs are required to be recognized as yield adjustments over the life of the related loans and are recognized by the interest method. The objective of the interest method is to arrive at periodic interest income (including recognition of fees and costs) at a constant effective yield on the net investment in the receivable (i.e., the principal amount of the receivable adjusted by unamortized fess or costs, purchase premium or discount, and any hedging activity—these unamortized costs will collectively be referred to as “basis adjustments”). The difference between the periodic interest income so determined and the interest income determined by applying the stated interest rate to the outstanding principal amount of the receivable is the amount of periodic amortization.

For the amortization of the basis adjustments, we determine the constant effective yield necessary to apply the interest method based upon the contractual terms of the loan contract, with no consideration given to expected prepayments.

For fixed-rate loans, when a prepayment occurs the unamortized balance of the basis adjustments is adjusted so that future amortization (based upon the contractual terms of the loan) will result in a constant effective yield equal to the original effective interest rate. Prepayments do not result in a change in the effective interest rate of the loan. We determine the contractual payments on a pool basis; as such, when a prepayment occurs, future contractual payments will be determined assuming the pool will make smaller payments through the original term of the contract. The adjustment to the unamortized basis adjustment balance is recorded in interest income.

For variable-rate loans, the effective interest rate at the time of origination is the loan’s effective interest rate assuming all future contractual payments. The effective interest rate remains the same for that loan until the loan rate changes. If there is no prepayment and no change in the stated interest rate, the periodic amortization of the basis adjustments is equal to the difference between the effective interest rate multiplied by the book basis and the contractual interest due. We determine the contractual payments on a pool basis; as such, when a prepayment occurs, future contractual payments will be determined assuming the pool will make smaller payments through the original term of the contract. The adjustment to the unamortized basis adjustment balance is recorded in interest income.

When the interest rate on a variable-rate loan changes, the effective interest rate is recalculated using the same methodology described in the previous paragraph; however, the future contractual payments are changed to reflect the new interest rate. There is no forecasting of future expected changes in interest rates. The accounting basis used to determine the effective interest rate of the cash flows is equal to the balances of the unpaid principal balance and unamortized basis adjustments at the time of the rate change.

We also pay to the U.S. Department of Education (the “DOE”) an annual 105 basis point Consolidation Loan Rebate Fee on FFELP consolidation loans, which is netted against loan interest income. Additionally, interest earned on education loans and Personal Loans reflects potential non-payment adjustments in accordance with our uncollectible interest recognition policy. We do not amortize any adjustments to the basis of loans when they are classified as held-for-sale.

With the adoption of CECL on January 1, 2020, we continue to analyze the collectability of accrued interest associated with loans not currently in full principal and interest repayment status or interest-only repayment status as discussed above; however, we will change the recognition of the allowance for this portion of uncollectible interest (amounts to be capitalized after separation from school and the expiration of the grace period) to the provision for loan losses from our historical practice of recording it as a reduction of interest income, as well as classifying this allowance as part of our allowance for loan losses as opposed to our historical practice of recording it as a reduction of accrued interest income receivable.

The allowance for the portion of uncollectible interest on loans making full interest payments will continue to be recorded as a reduction of interest income.

We recognize certain fee income (primarily late fees) on all loans when earned according to the contractual provisions of the promissory notes, as well as our expectation of collectability. Fee income is recorded when earned in “other non-interest income” in the accompanying consolidated statements of operations.

SLM CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Dollars in thousands, unless otherwise noted)


1.			Significant Accounting Policies (Continued)

Recently Issued and Adopted Accounting Pronouncements

ASU No. 2016-13, “Financial Instruments-Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments”

In June 2016, Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2016-13, “Financial Instruments-Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments,” which became effective for us on January 1, 2020 (“CECL”). This ASU eliminated the previous accounting guidance for the recognition of credit impairment. Under the new guidance, for all loans carried at amortized cost, upon loan origination we are required to measure our allowance for loan losses based on our estimate of all current expected credit losses over the remaining contractual term of the assets. Updates to that estimate each period will be recorded through provision expense. The estimate of loan losses must be based on historical experience, current conditions, and reasonable and supportable forecasts. The ASU does not mandate the use of any specific method for estimating credit loss, permitting companies to use judgment in selecting the approach that is most appropriate in their circumstances.

In addition, Topic 326 made changes to the accounting for available-for-sale debt securities. One such change is to require an assessment of unrealized losses on available-for-sale debt securities that we have the ability and intent to hold for a period of time sufficient to recover the amortized cost of the security, for the purpose of determining credit impairment. If any credit impairment exists, an allowance for losses must be established for the amount of the unrealized loss that is determined to be credit-related.

Adoption of the standard had a material impact on how we record and report our financial condition and results of operations, and on regulatory capital. The following table illustrates the impact of the cumulative effect adjustment made upon adoption of CECL:


	January 1, 2020
	As reported under CECL		Pre-CECL Adoption		Impact of CECL Adoption
Assets:
Allowance for loan losses:
Private Education Loans	$	1,435,130	$	374,300	$	1,060,830
FFELP Loans	4,485		1,633		2,852
Personal Loans	145,060		65,877		79,183
Credit Cards	290		102		188
Total	$	1,584,965	$	441,912	$	1,143,053

Deferred tax asset	$	415,540	$	109,369	$	306,171

Liabilities:
Allowance for loan losses:
Off-balance sheet exposures	$	118,239	$	2,481	$	115,758

Equity:
Retained Earnings	$	897,873	$	1,850,512	$	(952,639)

SLM CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Dollars in thousands, unless otherwise noted)


1.			Significant Accounting Policies (Continued)

This transition adjustment is inclusive of qualitative adjustments incorporated into our CECL allowance as necessary, to address any limitations in the models used.

We also elected to use the relief offered in the interim final rule recently issued by the Federal Deposit Insurance Corporation (the “FDIC”) and other federal banking agencies that provides those banking organizations adopting CECL in the 2020 calendar year with the option to delay for two years, and then phase in over the following three years, the effects on regulatory capital of CECL relative to the incurred loss methodology. We have elected to use this option. Under this interim final rule, because we have elected to use the deferral option, the regulatory capital impact of our transition adjustments recorded on January 1, 2020 from the adoption of CECL will be deferred for two years. In addition, from January 1, 2020 through the end of the two-year deferral period, 25 percent of the ongoing impact of CECL on our allowance for loan losses, retained earnings, and average total consolidated assets, each as reported for regulatory capital purposes, will be added to the deferred transition amounts (“adjusted transition amounts”) and deferred for the two-year period. At the conclusion of the two-year period (i.e., beginning January 1, 2022), the adjusted transition amounts will be phased in for regulatory capital purposes at a rate of 25 percent per year, with the phased-in amounts included in regulatory capital at the beginning of each year. For additional information, see Note 12, “Regulatory Capital.”

Sale of Upromise

On May 31, 2020, we sold our Upromise Inc. (“Upromise”) subsidiary to a third-party, which resulted in a gain of $11 million, recorded in “other income” on the consolidated statements of operations.

SLM CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Dollars in thousands, unless otherwise noted)

2. Investments

Trading Investments

In March 2020, we sold approximately $1.7 billion of Private Education Loans through securitization transactions where we were required to retain a 5 percent vertical risk retention interest (i.e., 5 percent of each class issued in the securitizations). We classified those vertical risk retention interests related to the transactions as available-for-sale investments, except for the interest in the residual classes, which we classified as trading investments recorded at fair value with changes recorded through earnings. At June 30, 2020, we had $14 million classified as trading investments.

Available-for-Sale Investments

The amortized cost and fair value of securities available for sale are as follows:


	June 30, 2020
	Amortized Cost		Allowance for credit losses⁽¹⁾		Gross Unrealized Gains		Gross Unrealized Losses		Estimated Fair Value
Available-for-sale:
Mortgage-backed securities	$	312,549	$	—	$	5,832	$	(378)	$	318,003
Utah Housing Corporation bonds	15,931		—		224		—		16,155
U.S. government-sponsored enterprises and Treasuries	1,608,837		—		4,073		(6)		1,612,904
Other securities	75,704		—		—		(1,818)		73,886
Total	$	2,013,021	$	—	$	10,129	$	(2,202)	$	2,020,948

	December 31, 2019
	Amortized Cost		Allowance for credit losses⁽¹⁾		Gross Unrealized Gains		Gross Unrealized Losses		Estimated Fair Value
Available-for-sale:
Mortgage-backed securities	$	215,888	$	—	$	1,895	$	(658)	$	217,125
Utah Housing Corporation bonds	19,474		—		145		(83)		19,536
U.S. government-sponsored enterprises	250,394		—		635		(21)		251,008
Total	$	485,756	$	—	$	2,675	$	(762)	$	487,669

___________

⁽¹⁾ Represents the amount of impairment that has resulted from credit related factors, and that was recognized in the consolidated balance sheets (as a credit loss expense on available-for-sale securities). The amount excludes unrealized losses related to non-credit factors.

SLM CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Dollars in thousands, unless otherwise noted)


2.			Investments (Continued)

The following table summarizes the amount of gross unrealized losses for our available-for-sale securities and the estimated fair value for securities having gross unrealized loss positions, categorized by length of time the securities have been in an unrealized loss position:


	Less than 12 months						12 months or more						Total
	Gross Unrealized Losses		Estimated Fair Value		Gross Unrealized Losses		Estimated Fair Value		Gross Unrealized Losses		Estimated Fair Value
As of June 30, 2020:
Mortgage-backed securities	$	(378)	$	123,612	$	—	$	—	$	(378)	$	123,612
Utah Housing Corporation bonds	—		—		—		—		—		—
U.S. government-sponsored enterprises and Treasuries	(6)		174,867		—		—		(6)		174,867
Other securities	(1,818)		73,886		—		—		(1,818)		73,886
Total	$	(2,202)	$	372,365	$	—	$	—	$	(2,202)	$	372,365

As of December 31, 2019:
Mortgage-backed securities	$	(218)	$	25,624	$	(440)	$	42,448	$	(658)	$	68,072
Utah Housing Corporation bonds	—		—		(83)		11,097		(83)		11,097
U.S. government-sponsored enterprises	(21)		14,977		—		—		(21)		14,977
Total	$	(239)	$	40,601	$	(523)	$	53,545	$	(762)	$	94,146

For available-for-sale debt securities in an unrealized loss position, we first assess whether we intend to sell, or it is more likely than not that we will be required to sell the security before recovery of its amortized cost basis. If either of these criteria is met, the security’s amortized cost basis is written down to fair value through income. For securities in an unrealized loss position that do not meet these criteria, we evaluate whether the decline in fair value has resulted from credit loss or other factors. In making this assessment, we consider the extent to which fair value is less than amortized cost, any changes to the rating of the security by a rating agency, adverse conditions specifically related to the security, as well as any guarantees (e.g., guarantees by the U.S. Government) that may be applicable to the security. If this assessment indicates a credit loss exists, the credit-related portion of the loss is recorded as an allowance for losses on the security.

Our investment portfolio contains mortgage-backed securities issued by Ginnie Mae, Fannie Mae, and Freddie Mac, with amortized costs of $44 million, $173 million, and $96 million, respectively, at June 30, 2020. We own these securities to meet our requirements under the Community Reinvestment Act (“CRA”). As of June 30, 2020, 9 of the separate mortgage-backed securities in our investment portfolio had unrealized losses. Approximately 33 percent of our mortgage-backed securities were issued under Ginnie Mae programs that carry a full faith and credit guarantee from the U.S. Government. The remaining securities in our portfolio carry a principal and interest guarantee by Fannie Mae or Freddie Mac, respectively. We have the ability and the intent to hold each of these securities for a period of time sufficient for the market price to recover to at least the adjusted amortized cost of the security. As of December 31, 2019, 33 of the 107 separate mortgage-backed securities in our investment portfolio had unrealized losses, and 18 of the 33 securities in a net loss position were issued under Ginnie Mae programs that carry a full faith and credit guarantee from the U.S. Government. The remainder carried a principal and interest guarantee by Fannie Mae or Freddie Mac, respectively.

SLM CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Dollars in thousands, unless otherwise noted)


2.			Investments (Continued)

We also invest in Utah Housing Corporation bonds for the purpose of complying with the CRA. As of June 30, 2020, none of the three separate bonds was in a net loss position. These bonds are rated Aa3 by Moody’s Investors Service, and the majority of the underlying assets are insured by the Federal Housing Administration or the Department of Veterans Affairs. Based on this qualitative analysis, we have determined that no credit impairment exists.

We also invest in U.S. government-sponsored enterprise securities issued by the Federal Home Loan Bank, Freddie Mac, and the Federal Farm Credit Bank. As of June 30, 2020, 2 of the 32 securities had unrealized losses. We have the intent and ability to hold each of these bonds for a period of time sufficient for the market price to recover to at least the adjusted amortized cost of the security. These bonds are rated AA+ by Moody’s Investors Service. Based on this qualitative analysis, we have determined that no credit impairment exists.

In March 2020, we sold approximately $1.7 billion of Private Education Loans through a securitization transaction where we were required to retain a 5 percent vertical risk retention interest. We classify the non-residual vertical retention interests as available-for-sale investments. As of June 30, 2020, 10 out of 10 of these investments had unrealized losses. We have the intent and ability to hold each of these bonds for a period of time sufficient for the market price to recover to at least the adjusted amortized cost of the security. We expect to receive all contractual cash flows related to these investments and do not consider a credit impairment to exist.

As of June 30, 2020, the amortized cost and fair value of securities, by contractual maturities, are summarized below. Contractual maturities versus actual maturities may differ due to the effect of prepayments.


Year of Maturity	Amortized Cost		Estimated Fair Value
2020	$	416,977	$	417,051
2021	354,463		356,542
2022	814,700		816,138
2023	22,696		23,173
2038	173		196
2039	2,301		2,530
2042	6,922		7,016
2043	10,804		11,342
2044	14,552		15,093
2045	13,909		14,358
2046	22,838		23,480
2047	34,843		35,351
2048	8,824		9,190
2049	67,357		69,867
2050	145,958		145,735
2054	75,704		73,886
Total	$	2,013,021	$	2,020,948

Some mortgage-backed and U.S. government securities have been pledged to the Federal Reserve Bank (the “FRB”) as collateral against any advances and accrued interest under the Primary Credit lending program sponsored by the FRB. We had $557 million and $252 million par value of securities pledged to this borrowing facility at June 30, 2020 and December 31, 2019, respectively, as discussed further in Note 6, “Borrowings.”

SLM CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Dollars in thousands, unless otherwise noted)


2.			Investments (Continued)

Other Investments

Investments in Non-Marketable Securities

We hold investments in non-marketable securities and account for these investments at cost, less impairment, plus or minus observable price changes of identical or similar securities of the same issuer. In the third quarter of 2019, we funded an additional investment in an issuer whose equity securities we purchased in the past. We used the valuation associated with the more recent securities investment to adjust the valuation of our previous investments and, as a result, recorded a gain of $8 million on our earlier equity securities investments. As of June 30, 2020 and December 31, 2019, our total investment in the securities of this issuer was $26 million and $26 million, respectively.

Low Income Housing Tax Credit Investments

We invest in affordable housing projects that qualify for the low income housing tax credit (“LIHTC”), which is designed to promote private development of low income housing. These investments generate a return mostly through realization of federal tax credits. Total carrying value of the LIHTC investments was $56 million at June 30, 2020 and $58 million at December 31, 2019. We are periodically required to provide additional financial support during the investment period. Our liability for these unfunded commitments was $23 million at June 30, 2020 and $29 million at December 31, 2019.

Related to these investments, we recognized tax credits and other tax benefits through tax expense of $1 million at June 30, 2020 and $6 million at December 31, 2019. Tax credits and other tax benefits are recognized as part of our annual effective tax rate used to determine tax expense in a given quarter. Accordingly, the portion of a year’s expected tax benefits recognized in any given quarter may differ from 25 percent.

3. Loans Held for Investment

Loans held for investment consist of Private Education Loans, FFELP Loans, Personal Loans, and Credit Cards. We use “Private Education Loans” to mean education loans to students or their families that are not made, insured, or guaranteed by any state or federal government. Private Education Loans do not include loans insured or guaranteed under the previously existing Federal Family Education Loan Program (“FFELP”). We use “Personal Loans” to mean those unsecured loans to individuals that may be used for non-educational purposes. We use “Credit Cards” to refer to our suite of cash-back Credit Cards with bonus rewards.

Our Private Education Loans are made largely to bridge the gap between the cost of higher education and the amount funded through financial aid, government loans, and customers’ resources. Private Education Loans bear the full credit risk of the customer. We manage this risk through risk-performance underwriting strategies and qualified cosigners. Private Education Loans may be fixed-rate or may carry a variable interest rate indexed to LIBOR, the London interbank offered rate. As of June 30, 2020 and December 31, 2019, 54 percent and 58 percent, respectively, of all of our Private Education Loans were indexed to LIBOR. We provide incentives for customers to include a cosigner on the loan, and the vast majority of Private Education Loans in our portfolio are cosigned. We also encourage customers to make payments while in school.

FFELP Loans are insured as to their principal and accrued interest in the event of default, subject to a risk-sharing level based on the date of loan disbursement. These insurance obligations are supported by contractual rights against the United States. For loans disbursed on or after July 1, 2006, we receive 97 percent reimbursement on all qualifying claims. For loans disbursed after October 1, 1993, and before July 1, 2006, we receive 98 percent reimbursement on all qualifying claims. For loans disbursed prior to October 1, 1993, we receive 100 percent reimbursement on all qualifying claims.

In the first quarter of 2020, we recognized a $239 million gain from the sale of approximately $3.1 billion of our Private Education Loans, including $2.9 billion of principal, $199 million in capitalized interest, and $12 million in accrued interest, to unaffiliated third parties. There were VIEs created in the execution of certain of these loan sales; however, based on our

SLM CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Dollars in thousands, unless otherwise noted)


3.			Loans Held for Investment (Continued)

consolidation analysis, we are not the primary beneficiary of these VIEs. These transactions qualified for sale treatment and removed the balance of the loans from our balance sheet on the respective settlement dates. We remained the servicer of these loans pursuant to applicable servicing agreements executed in connection with the sales.

Loans held for investment are summarized as follows:


	June 30,		December 31,
	2020		2019
Private Education Loans:
Fixed-rate	$	9,822,370	$	9,830,301
Variable-rate	11,663,095		13,359,290
Total Private Education Loans, gross	21,485,465		23,189,591
Deferred origination costs and unamortized premium/(discount)	67,609		81,224
Allowance for loan losses	(1,760,559)		(374,300)
Total Private Education Loans, net	19,792,515		22,896,515

FFELP Loans	754,340		783,306
Deferred origination costs and unamortized premium/(discount)	2,066		2,143
Allowance for loan losses	(4,385)		(1,633)
Total FFELP Loans, net	752,021		783,816

Personal Loans (fixed-rate)	772,086		1,049,007
Deferred origination costs and unamortized premium/(discount)	302		513
Allowance for loan losses	(163,337)		(65,877)
Total Personal Loans, net	609,051		983,643

Credit Cards (fixed-rate)	10,706		3,884
Deferred origination costs and unamortized premium/(discount)	680		36
Allowance for loan losses	(1,042)		(102)
Total Credit Cards, net	10,344		3,818

Loans held for investment, net	$	21,163,931	$	24,667,792

The estimated weighted average life of education loans in our portfolio was approximately 5.3 years and 5.4 years at June 30, 2020 and December 31, 2019, respectively.

SLM CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Dollars in thousands, unless otherwise noted)


3.			Loans Held for Investment (Continued)

The average balance and the respective weighted average interest rates of loans in our portfolio are summarized as follows:


	Three Months Ended
	June 30,
	2020						2019
	Average Balance		Weighted Average Interest Rate		Average Balance		Weighted Average Interest Rate
Private Education Loans	$	21,590,905	8.33	%	$	21,748,247	9.39	%
FFELP Loans	761,469		3.82		821,138		5.01
Personal Loans	836,342		12.54		1,149,247		12.00
Total portfolio	$	23,188,716			$	23,718,632


	Six Months Ended
	June 30,
	2020						2019
	Average Balance		Weighted Average Interest Rate		Average Balance		Weighted Average Interest Rate
Private Education Loans	$	22,546,874	8.60	%	$	21,740,579	9.44	%
FFELP Loans	768,897		4.06		829,497		4.98
Personal Loans	905,007		12.31		1,162,782		11.90
Total portfolio	$	24,220,778			$	23,732,858

Certain Collection Tools - Private Education Loans

Forbearance allows a borrower to temporarily not make scheduled payments or to make smaller than scheduled payments, in each case for a specified period of time. Using forbearance extends the original term of the loan by the term of forbearance taken. Forbearance does not grant any reduction in the total principal or interest repayment obligation. While a loan is in forbearance status, interest continues to accrue and is capitalized to principal when the loan re-enters repayment status (except as described below in the case of disaster forbearance).

SLM CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Dollars in thousands, unless otherwise noted)


3.			Loans Held for Investment (Continued)

We grant forbearance through our servicing centers to borrowers who are current in their payments and through our collections centers to certain borrowers who are delinquent. Our forbearance policies and practices vary depending upon whether a borrower is current or delinquent at the time forbearance is requested, generally with stricter payment requirements for delinquent borrowers. We view the population of borrowers that use forbearance positively because the borrowers are either proactively reaching out to us to obtain assistance in managing their obligations or are working with our collections center to bring their loans current.

Forbearance may be granted through our servicing centers to customers who are exiting their grace period, which generally is the six-month period after the borrower separates from school and during which the borrower is not required to make full principal and interest payments, and to other customers who are current in their payments, to provide temporary payment relief. In these circumstances, a customer’s loan is placed into a forbearance status in limited monthly increments and is reflected in the forbearance status at month-end during this time. At the end of the forbearance period, the customer will enter repayment status as current and is expected to begin making scheduled monthly payments. Currently, we generally grant forbearance in our servicing centers if a borrower who is current requests it for increments of up to three months at a time, for up to 12 months.

Forbearance may also be granted through our collections centers to customers who are delinquent in their payments. If specific payment requirements are met, the forbearance can cure the delinquency and the customer is returned to a current repayment status. Forbearance as a collection tool is used most effectively when applying historical experience and our judgment to a customer’s unique situation. We leverage updated customer information and other decision support tools to best determine who will be granted forbearance based on our expectations as to a customer’s ability and willingness to repay their obligation. This strategy is aimed at assisting customers while mitigating the risks of delinquency and default as well as encouraging resolution of delinquent loans. In all instances, we require one or more payments before granting forbearance to delinquent borrowers.

The COVID-19 pandemic is having far reaching, negative impacts on individuals, businesses, and, consequently, the overall economy. Specifically, COVID-19 has materially disrupted business operations throughout the country, resulting in significantly higher levels of unemployment or underemployment. As a result, we expect many of our individual customers will experience financial hardship, making it difficult, if not impossible, to meet their payment obligations to us without temporary assistance. We are monitoring key metrics as early warning indicators of financial hardship, including changes in weekly unemployment claims, enrollment in auto-debit payments, requests for new forbearances, enrollment in hardship payment plans, and early delinquency metrics.

As a result of the negative impact on employment from COVID-19, our customers are experiencing higher levels of financial hardship, which we expect will lead to higher levels of forbearance, delinquency, and defaults. We expect that, left unabated, this deterioration in forbearance, delinquency, and default rates will persist until such time as the economy and employment return to relatively normal levels.

We assist customers with an array of payment programs during periods of financial hardship as standard operating convention, including: forbearance, which defers payments during a short-term hardship; our Graduated Repayment Plan (“GRP”), which is an interest-only payment for 12 months; or a loan modification that, in the event of long-term hardship, reduces the interest rate on a loan to 4 percent for 24 months and/or permanently extends the maturity date of the loan. Historically, we have utilized disaster forbearance for material events, including hurricanes, wildfires, and floods. Disaster forbearance defers payments for as much as 90 days upon enrollment. We have invoked this same disaster forbearance program to assist our customers through COVID-19 and offer this program across our operations, including through mobile app and self-service channels such as chat and interactive voice response (“IVR”). Customers who receive a disaster forbearance will not progress in delinquency and will not be assessed late fees or other fees. During a disaster forbearance, a customer’s credit file will continue to reflect the status of the loan as it was immediately prior to granting the disaster forbearance. During the period of the disaster forbearance, interest will continue to accrue, but is not capitalized to the loan balance after the loan returns to repayment status. The first wave of disaster forbearance was granted primarily in 90-day increments. As these

SLM CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Dollars in thousands, unless otherwise noted)


3.			Loans Held for Investment (Continued)

forbearances end, we will reduce the disaster forbearance to one-month increments and implement additional discussions between our servicing agents and borrowers to encourage borrowers/cosigners to enter repayment. In addition, for borrowers exiting disaster forbearance and not eligible for GRP, we may allow them to make interest only payments for 12 months before reverting to full principal and interest payments. If the financial hardship extends beyond 90 days, additional assistance will be available for eligible customers. These programs are applied across our Private Education Loan and Personal Loan portfolios.

Management continually monitors our credit administration practices and may periodically modify these practices based upon performance, industry conventions, and/or regulatory feedback. In light of these considerations, we previously announced that we plan to implement certain changes to our credit administration practices in the future. As discussed below, however, we have postponed until the fourth quarter of 2020 the implementation of the announced credit administration practices changes due to the COVID-19 pandemic.

Specifically, we previously announced that we plan to revise our credit administration practices limiting the number of forbearance months granted consecutively and the number of times certain extended or reduced repayment alternatives may be granted. For example, we currently grant forbearance to borrowers without requiring any period of prior principal and interest payments, meaning that, if a borrower satisfies all eligibility requirements, forbearance increments may be granted consecutively. We previously announced that, beginning in the second quarter of 2020, we would phase in a required six-month period between successive grants of forbearance and between forbearance grants and certain other repayment alternatives. We announced this required period will not apply, however, to forbearances granted during the first six months following a borrower’s grace period and will not be required for a borrower to receive a contractual interest rate reduction. In addition, we announced we would limit the participation of delinquent borrowers in certain short-term extended or interest-only repayment alternatives to once in 12 months and twice in five years.

As previously announced, prior to full implementation of the credit administration practices changes described above, management will conduct a controlled testing program on randomly selected borrowers to measure the impact of the changes on our customers, our credit operations, and key credit metrics. The testing commenced in October 2019 for some of the planned changes on a very small percentage of our total portfolio and we originally expected to expand the number of borrowers in repayment who would be subject to the new credit administration practices. However, due to the COVID-19 pandemic, we have postponed our efforts to roll out in a methodical approach the implementation of the credit administration practices changes and related testing until the fourth quarter of 2020 so that we can be more flexible in dealing with our customers’ financial hardship. Management now expects to have completed implementation of the planned credit administration practices changes by year-end 2022. However, we may modify or delay the contemplated practice changes, the proposed timeline, or the method of implementation as we learn more about the impacts of the program on our customers.

We also offer rate and term modifications to customers experiencing more severe hardship. Currently, we temporarily reduce the contractual interest rate on a loan to 4.0 percent (previously, to 2.0 percent) for a two-year period and, in the vast majority of cases, permanently extend the final maturity date of the loan. As part of demonstrating the ability and willingness to pay, the customer must make three consecutive monthly payments at the reduced payment to qualify for the program. The combination of the rate reduction and maturity extension helps reduce the monthly payment due from the borrower and increases the likelihood the borrower will remain current during the interest rate modification period as well as when the loan returns to its original contractual interest rate. At June 30, 2020 and December 31, 2019, 8.9 percent and 7.2 percent, respectively, of our loans then currently in full principal and interest repayment status were subject to interest rate reductions made under our rate modification program. We currently have no plans to change the basic elements of the rate and term modifications we offer to our customers experiencing more severe hardship.

SLM CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Dollars in thousands, unless otherwise noted)


3.			Loans Held for Investment (Continued)

we are planning to implement and expect may partly offset or moderate any acceleration of or increase in defaults will be greater focus on the risk assessment process to ensure borrowers are mapped to the appropriate program, better utilization of existing programs (e.g., GRP and rate modifications), and the introduction of a new program offering short-term payment reductions (permitting interest-only payments for up to six months) for certain early stage delinquencies.

The full impact of these changes to our collections practices described above may only be realized over the longer term, however. In particular, when we calculate the allowance for loan losses under CECL, which became effective on January 1, 2020, our loan loss reserves increased materially because we expect the life of loan defaults on our overall Private Education Loan portfolio to increase, in part as a result of the planned changes to our credit administration practices. As we progress with the controlled testing program of the planned changes to our credit administration practices, we expect to learn more about how our borrowers are reacting to these changes and, as we analyze such reactions, we will continue to refine our estimates of the impact of those changes on our allowance for loan losses.

4. Allowance for Loan Losses

Our provision for credit losses represents the periodic expense of maintaining an allowance sufficient to absorb lifetime expected credit losses in the held-for-investment loan portfolios. The evaluation of the allowance for loan losses is inherently subjective, as it requires material estimates that may be susceptible to significant changes. We believe the allowance for loan losses is appropriate to cover lifetime expected losses incurred in the loan portfolios. See Note 1, “Significant Accounting Policies — Allowance for Credit Losses — Allowance for Private Education Loan Losses, — Allowance for Personal Loans, — Allowance for FFELP Loan Losses, and — Allowance for Credit Card Loans” in this Form 10-Q for additional details.

SLM CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Dollars in thousands, unless otherwise noted)


4.			Allowance for Loan Losses (Continued)

Allowance for Loan Losses Metrics


	Allowance for Loan Losses
	Three Months Ended June 30, 2020
	FFELP Loans			Private Education Loans			Personal Loans			Credit Cards			Total
Allowance for Loan Losses
Beginning balance	$	4,296		$	1,515,781		$	152,673		$	574		$	1,673,324

Transfer from unfunded commitment liability⁽¹⁾	—			42,490			—			—			42,490
Provisions:
Provision for current period	173			228,535			23,929			509			253,146
Loan sale reduction to provision	—			—			—			—			—
Total provision⁽²⁾	173			228,535			23,929			509			253,146
Net charge-offs:
Charge-offs	(84)			(31,779)			(14,601)			(41)			(46,505)
Recoveries	—			5,532			1,336			—			6,868
Net charge-offs	(84)			(26,247)			(13,265)			(41)			(39,637)

Ending Balance	$	4,385		$	1,760,559		$	163,337		$	1,042		$	1,929,323
Allowance:
Ending balance: individually evaluated for impairment	$	—		$	160,234		$	—		$	—		$	160,234
Ending balance: collectively evaluated for impairment	$	4,385		$	1,600,325		$	163,337		$	1,042		$	1,769,089
Loans:
Ending balance: individually evaluated for impairment	$	—		$	1,520,240		$	—		$	—		$	1,520,240
Ending balance: collectively evaluated for impairment	$	754,340		$	19,965,225		$	772,086		$	10,706		$	21,502,357
Net charge-offs as a percentage of average loans in repayment (annualized)⁽³⁾	0.07		%	0.75		%	6.87		%	1.77		%
Allowance as a percentage of the ending total loan balance	0.58		%	8.19		%	21.16		%	9.73		%
Allowance as a percentage of the ending loans in repayment⁽²⁾	0.97		%	12.13		%	22.46		%	9.73		%
Allowance coverage of net charge-offs (annualized)	13.05			16.77			3.08			6.35
Ending total loans, gross	$	754,340		$	21,485,465		$	772,086		$	10,706
Average loans in repayment⁽³⁾	$	513,418		$	14,011,841		$	772,137		$	9,265
Ending loans in repayment⁽³⁾	$	452,617		$	14,512,723		$	727,214		$	10,706

____________

⁽¹⁾See Note 5, “Unfunded Loan Commitments,” for a summary of the activity in the allowance for and balance of unfunded loan commitments, respectively.

⁽²⁾ Below is a reconciliation of the provision for credit losses reported in the consolidated statements of operations. When a new loan commitment is made, we record the CECL allowance as a liability for unfunded commitments by recording a provision for credit losses. When the loan is funded, we transfer that liability to the allowance for loan losses.


Consolidated Statements of Operations Provisions for Credit Losses Reconciliation
	Three Months Ended June 30, 2020
Provisions for credit losses for new loan commitments made during the quarter	$	98,741
Total provision for allowance for loan losses	253,146
Provisions for credit losses reported in consolidated statements of operations	$	351,887

⁽³⁾Loans in repayment include loans on which borrowers are making interest only or fixed payments, as well as loans that have entered full principal and interest repayment status after any applicable grace period.

SLM CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Dollars in thousands, unless otherwise noted)


4.			Allowance for Loan Losses (Continued)


	Allowance for Loan Losses
	Three Months Ended June 30, 2019
	FFELP Loans			Private Education Loans			Personal Loans			Total
Allowance for Loan Losses
Beginning balance	$	1,760		$	285,946		$	70,619		$	358,325
Total provision	145			71,296			21,474			92,915
Net charge-offs:
Charge-offs	(171)			(55,382)			(19,074)			(74,627)
Recoveries	—			6,108			1,276			7,384
Net charge-offs	(171)			(49,274)			(17,798)			(67,243)

Ending Balance	$	1,734		$	307,968		$	74,295		$	383,997
Allowance:
Ending balance: individually evaluated for impairment	$	—		$	146,403		$	—		$	146,403
Ending balance: collectively evaluated for impairment	$	1,734		$	161,565		$	74,295		$	237,594
Loans:
Ending balance: individually evaluated for impairment	$	—		$	1,411,189		$	—		$	1,411,189
Ending balance: collectively evaluated for impairment	$	812,500		$	20,217,658		$	1,134,637		$	22,164,795
Net charge-offs as a percentage of average loans in repayment (annualized)⁽¹⁾	0.11		%	1.29		%	6.20		%
Allowance as a percentage of the ending total loan balance	0.21		%	1.42		%	6.55		%
Allowance as a percentage of the ending loans in repayment⁽¹⁾	0.28		%	2.01		%	6.55		%
Allowance coverage of net charge-offs (annualized)	2.54			1.56			1.04
Ending total loans, gross	$	812,500		$	21,628,847		$	1,134,637
Average loans in repayment⁽¹⁾	$	634,932		$	15,241,574		$	1,148,444
Ending loans in repayment⁽¹⁾	$	620,292		$	15,332,251		$	1,134,637

____________

⁽¹⁾ Loans in repayment include loans on which borrowers are making interest only or fixed payments, as well as loans that have entered full principal and interest repayment status after any applicable grace period.

SLM CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Dollars in thousands, unless otherwise noted)


4.			Allowance for Loan Losses (Continued)


	Allowance for Loan Losses
	Six Months Ended June 30, 2020
	FFELP Loans			Private Education Loans			Personal Loans			Credit Cards			Total
Allowance for Loan Losses
Beginning balance	$	1,633		$	374,300		$	65,877		$	102		$	441,912
Day 1 adjustment for the adoption of CECL	2,852			1,060,830			79,183			188			1,143,053
Transfer from unfunded commitment liability⁽¹⁾	—			179,085			—			—			179,085
Provisions:
Provision for current period	210			377,877			49,247			800			428,134
Loan sale reduction to provision	—			(161,793)			—			—			(161,793)
Total provision⁽²⁾	210			216,084			49,247			800			266,341
Net charge-offs:
Charge-offs	(310)			(83,248)			(33,848)			(48)			(117,454)
Recoveries	—			13,508			2,878			—			16,386
Net charge-offs	(310)			(69,740)			(30,970)			(48)			(101,068)

Ending Balance	$	4,385		$	1,760,559		$	163,337		$	1,042		$	1,929,323
Allowance:
Ending balance: individually evaluated for impairment	$	—		$	160,234		$	—		$	—		$	160,234
Ending balance: collectively evaluated for impairment	$	4,385		$	1,600,325		$	163,337		$	1,042		$	1,769,089
Loans:
Ending balance: individually evaluated for impairment	$	—		$	1,520,240		$	—		$	—		$	1,520,240
Ending balance: collectively evaluated for impairment	$	754,340		$	19,965,225		$	772,086		$	10,706		$	21,502,357
Net charge-offs as a percentage of average loans in repayment (annualized)⁽³⁾	0.11		%	0.91		%	7.13		%	1.31		%
Allowance as a percentage of the ending total loan balance	0.58		%	8.19		%	21.16		%	9.73		%
Allowance as a percentage of the ending loans in repayment⁽³⁾	0.97		%	12.13		%	22.46		%	9.73		%
Allowance coverage of net charge-offs (annualized)	7.07			12.62			2.64			10.85
Ending total loans, gross	$	754,340		$	21,485,465		$	772,086		$	10,706
Average loans in repayment⁽³⁾	$	553,402		$	15,306,349		$	869,133		$	7,326
Ending loans in repayment⁽³⁾	$	452,617		$	14,512,723		$	727,214		$	10,706

____________

⁽¹⁾See Note 5, “Unfunded Loan Commitments,” for a summary of the activity in the allowance for and balance of unfunded loan commitments, respectively.


Consolidated Statements of Operations Provisions for Credit Losses Reconciliation
	Six Months Ended June 30, 2020
Provisions for credit losses for new loan commitments made during the period	$	146,804
Total provision for allowance for loan losses	266,341
Provisions for credit losses reported in consolidated statements of operations	$	413,145

SLM CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Dollars in thousands, unless otherwise noted)


4.			Allowance for Loan Losses (Continued)


	Allowance for Loan Losses
	Six Months Ended June 30, 2019
	FFELP Loans			Private Education Loans			Personal Loans			Total
Allowance for Loan Losses
Beginning balance	$	977		$	277,943		$	62,201		$	341,121
Total provision	1,162			113,179			44,234			158,575
Net charge-offs:
Charge-offs	(405)			(94,959)			(34,325)			(129,689)
Recoveries	—			11,805			2,185			13,990
Net charge-offs	(405)			(83,154)			(32,140)			(115,699)

Ending Balance	$	1,734		$	307,968		$	74,295		$	383,997
Allowance:
Ending balance: individually evaluated for impairment	$	—		$	146,403		$	—		$	146,403
Ending balance: collectively evaluated for impairment	$	1,734		$	161,565		$	74,295		$	237,594
Loans:
Ending balance: individually evaluated for impairment	$	—		$	1,411,189		$	—		$	1,411,189
Ending balance: collectively evaluated for impairment	$	812,500		$	20,217,658		$	1,134,637		$	22,164,795
Net charge-offs as a percentage of average loans in repayment (annualized)⁽¹⁾	0.13		%	1.09		%	5.53		%
Allowance as a percentage of the ending total loan balance	0.21		%	1.42		%	6.55		%
Allowance as a percentage of the ending loans in repayment⁽¹⁾	0.28		%	2.01		%	6.55		%
Allowance coverage of net charge-offs (annualized)	2.14			1.85			1.16
Ending total loans, gross	$	812,500		$	21,628,847		$	1,134,637
Average loans in repayment⁽¹⁾	$	642,693		$	15,188,003		$	1,161,761
Ending loans in repayment⁽¹⁾	$	620,292		$	15,332,251		$	1,134,637

____________

SLM CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Dollars in thousands, unless otherwise noted)


4.			Allowance for Loan Losses (Continued)

Troubled Debt Restructurings (“TDRs”)

All of our loans are collectively assessed for impairment, except for loans classified as TDRs (where we conduct individual assessments of impairment). We adjust the terms of loans for certain borrowers when we believe such changes will help our customers manage their student loan obligations, achieve better student outcomes, and increase the collectability of the loan. These changes generally take the form of a temporary forbearance of payments, a temporary interest rate reduction, a temporary interest rate reduction with a permanent extension of the loan term, and/or a short-term extended repayment alternative.

When we give a borrower facing financial difficulty an interest rate reduction, we temporarily reduce the contractual interest rate on a loan to 4.0 percent (previously, to 2.0 percent) for a two-year period and, in the vast majority of cases, permanently extend the final maturity date of the loan. The combination of these two loan term changes helps reduce the monthly payment due from the borrower and increases the likelihood the borrower will remain current during the interest rate modification period as well as when the loan returns to its original contractual interest rate. At June 30, 2020 and June 30, 2019, 8.9 percent and 7.7 percent, respectively, of our loans then currently in full principal and interest repayment status were subject to interest rate reductions made under our rate modification program.

Once a loan qualifies for TDR status, it remains a TDR for allowance purposes for the remainder of its life. As of June 30, 2020 and December 31, 2019, approximately 47 percent and 50 percent, respectively, of TDRs were classified as such due to their forbearance status. For additional information, see Note 2, “Significant Accounting Policies —Allowance for Loan Losses — Troubled Debt Restructurings,” and Note 6, “Allowance for Loan Losses” in our 2019 Form 10-K.

Within the Private Education Loan portfolio, loans greater than 90 days past due are nonperforming. FFELP Loans are at least 97 percent guaranteed as to their principal and accrued interest by the federal government in the event of default and, therefore, we do not deem FFELP Loans as nonperforming from a credit risk perspective at any point in their life cycle prior to claim payment and continue to accrue interest on those loans through the date of claim.

At June 30, 2020 and December 31, 2019, all of our TDR loans had a related allowance recorded. The following table provides the recorded investment, unpaid principal balance and related allowance for our TDR loans.


	Recorded Investment		Unpaid Principal Balance		Allowance

June 30, 2020
TDR Loans	$	1,560,124	$	1,520,240	$	160,234

December 31, 2019
TDR Loans	$	1,612,896	$	1,581,966	$	186,697

SLM CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Dollars in thousands, unless otherwise noted)


4.			Allowance for Loan Losses (Continued)

The following table provides the average recorded investment and interest income recognized for our TDR loans.


	Three Months Ended June 30,
	2020						2019
	Average Recorded Investment		Interest Income Recognized		Average Recorded Investment		Interest Income Recognized

TDR Loans	$	1,556,278	$	24,071	$	1,395,756	$	22,954


	Six Months Ended June 30,
	2020						2019
	Average Recorded Investment		Interest Income Recognized		Average Recorded Investment		Interest Income Recognized

TDR Loans	$	1,591,081	$	50,559	$	1,354,467	$	44,520

SLM CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Dollars in thousands, unless otherwise noted)


4.			Allowance for Loan Losses (Continued)

The following table provides information regarding the loan status and aging of TDR loans.


	June 30,						December 31,
	2020						2019
	Balance		%		Balance		%
TDR loans in in-school/grace/deferment⁽¹⁾	$	80,591			$	87,749
TDR loans in forbearance⁽²⁾ and percentage of each status:
TDR loans in forbearance - current⁽²⁾⁽⁴⁾	233,871		90.7	%	99,054		100.0	%
TDR loans in forbearance - delinquent 31-60 days⁽²⁾⁽⁴⁾	11,797		4.6		—		—
TDR loans in forbearance - delinquent 61-90 days⁽²⁾⁽⁴⁾	7,906		3.1		—		—
TDR loans in forbearance - delinquent greater than 90 days⁽²⁾⁽⁴⁾	4,087		1.6		—		—
Total TDR loans in forbearance⁽²⁾	257,661		100.0	%	99,054		100.0	%
TDR loans in repayment⁽³⁾ and percentage of each status:
Loans current	1,070,807		90.6	%	1,230,954		88.2	%
Loans delinquent 31-60 days⁽⁴⁾	49,098		4.2		85,555		6.1
Loans delinquent 61-90 days⁽⁴⁾	35,544		3.0		49,626		3.6
Loans delinquent greater than 90 days⁽⁴⁾	26,539		2.2		29,028		2.1
Total TDR loans in repayment	1,181,988		100.0	%	1,395,163		100.0	%
Total TDR loans, gross	$	1,520,240			$	1,581,966

_____

⁽¹⁾Deferment includes customers who have returned to school or are engaged in other permitted educational activities and are not yet required to make payments on the loans (e.g., residency periods for medical students or a grace period for bar exam preparation).

⁽²⁾Loans for customers who have requested extension of grace period generally during employment transition or who have temporarily ceased making full payments due to hardship or other factors, consistent with established loan program servicing policies and procedures.

⁽⁴⁾The period of delinquency is based on the number of days scheduled payments are contractually past due.

SLM CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Dollars in thousands, unless otherwise noted)


4.			Allowance for Loan Losses (Continued)

The following table provides the amount of modified loans (which include forbearance and reductions in interest rates) that became TDRs in the periods presented. Additionally, for the periods presented, the table summarizes charge-offs occurring in the TDR portfolio, as well as TDRs for which a payment default occurred in the relevant period presented and within 12 months of the loan first being designated as a TDR. We define payment default as 60 days past due for this disclosure.


	Three Months Ended June 30, 2020										Three Months Ended June 30, 2019
	Modified Loans⁽¹⁾		Charge-offs		Payment- Default		Modified Loans⁽¹⁾		Charge-offs		Payment- Default

TDR Loans	$	36,666	$	8,623	$	17,910	$	131,273	$	17,076	$	30,309


	Six Months Ended June 30, 2020										Six Months Ended June 30, 2019
	Modified Loans⁽¹⁾		Charge-offs		Payment- Default		Modified Loans⁽¹⁾		Charge-offs		Payment- Default

TDR Loans	$	169,481	$	27,998	$	49,002	$	242,481	$	33,081	$	55,755

_____

⁽¹⁾Represents the principal balance of loans that have been modified during the period and resulted in a TDR.

Private Education Loan Key Credit Quality Indicators

FFELP Loans are at least 97 percent guaranteed as to their principal and accrued interest in the event of default; therefore, there are no key credit quality indicators associated with FFELP Loans.

For Private Education Loans, the key credit quality indicators are FICO scores, the existence of a cosigner, the loan status, and loan seasoning. The FICO scores are assessed at original approval and periodically refreshed/updated through the loan’s term. The following tables highlight the gross principal balance of our Private Education Loan portfolio, by year of origination, stratified by key credit quality indicators.

SLM CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Dollars in thousands, unless otherwise noted)


4.			Allowance for Loan Losses (Continued)


	Private Education Loans Credit Quality Indicators
	June 30, 2020
Year of Origination	2020⁽¹⁾		2019⁽¹⁾		2018⁽¹⁾		2017⁽¹⁾		2016⁽¹⁾		2015 and Prior⁽¹⁾		Total⁽¹⁾		% of Balance

Cosigners:
With cosigner	$	985,808	$	4,513,841	$	3,244,267	$	2,790,768	$	2,434,473	$	5,072,593	$	19,041,750	89	%
Without cosigner	231,032		671,312		470,339		340,709		258,451		471,872		2,443,715		11
Total	$	1,216,840	$	5,185,153	$	3,714,606	$	3,131,477	$	2,692,924	$	5,544,465	$	21,485,465	100	%

FICO at Origination⁽²⁾:
Less than 670	$	86,008	$	363,637	$	271,480	$	233,371	$	193,171	$	431,144	$	1,578,811	7	%
670-699	181,178		758,383		547,683		492,944		423,603		920,255		3,324,046		16
700-749	398,370		1,685,282		1,218,105		1,039,210		907,291		1,854,579		7,102,837		33
Greater than or equal to 750	551,284		2,377,851		1,677,338		1,365,952		1,168,859		2,338,487		9,479,771		44
Total	$	1,216,840	$	5,185,153	$	3,714,606	$	3,131,477	$	2,692,924	$	5,544,465	$	21,485,465	100	%


FICO Refreshed⁽²⁾⁽³⁾:
Less than 670	$	102,547	$	476,798	$	398,671	$	379,970	$	366,824	$	927,051	$	2,651,861	12	%
670-699	169,846		673,935		449,316		365,351		296,192		613,518		2,568,158		12
700-749	396,337		1,623,733		1,108,642		911,600		754,672		1,466,464		6,261,448		29
Greater than or equal to 750	548,110		2,410,687		1,757,977		1,474,556		1,275,236		2,537,432		10,003,998		47
Total	$	1,216,840	$	5,185,153	$	3,714,606	$	3,131,477	$	2,692,924	$	5,544,465	$	21,485,465	100	%

Seasoning⁽⁴⁾:
1-12 payments	$	684,650	$	2,718,782	$	506,754	$	542,026	$	466,704	$	695,822	$	5,614,738	26	%
13-24 payments	—		428,312		1,826,430		264,902		250,678		544,044		3,314,366		15
25-36 payments	—		—		280,873		1,394,821		243,690		528,094		2,447,478		11
37-48 payments	—		—		—		189,174		1,123,215		522,030		1,834,419		9
More than 48 payments	—		—		—		—		142,975		2,651,442		2,794,417		13
Not yet in repayment	532,190		2,038,059		1,100,549		740,554		465,662		603,033		5,480,047		26
Total	$	1,216,840	$	5,185,153	$	3,714,606	$	3,131,477	$	2,692,924	$	5,544,465	$	21,485,465	100	%

Current period⁽⁵⁾gross charge-offs	$	(99)	$	(3,325)	$	(10,513)	$	(14,602)	$	(15,397)	$	(39,312)	$	(83,248)
Current period⁽⁵⁾ recoveries	—		221		1,178		1,988		2,506		7,615		13,508
Current period⁽⁵⁾ net charge-offs	$	(99)	$	(3,104)	$	(9,335)	$	(12,614)	$	(12,891)	$	(31,697)	$	(69,740)

Total accrued interest by origination vintage	$	24,602	$	248,904	$	307,765	$	287,159	$	215,989	$	281,753	$	1,366,172
______ ⁽¹⁾Balance represents gross Private Education Loans. ⁽²⁾Represents the higher credit score of the cosigner or the borrower. ⁽³⁾Represents the FICO score updated as of the second-quarter 2020. ⁽⁴⁾Number of months in active repayment (whether interest only payment, fixed payment, or full principal and interest payment status) for which a scheduled payment was due. ⁽⁵⁾Current period refers to period from January 1, 2020 through June 30, 2020.

SLM CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Dollars in thousands, unless otherwise noted)


4.			Allowance for Loan Losses (Continued)


	Private Education Loans Credit Quality Indicators
	December 31, 2019
Year of Origination	2019⁽¹⁾		2018⁽¹⁾		2017⁽¹⁾		2016⁽¹⁾		2015⁽¹⁾		2014 and Prior⁽¹⁾		Total⁽¹⁾		% of Balance

Cosigners:
With cosigner	$	3,475,256	$	4,303,772	$	3,575,973	$	3,112,873	$	2,579,214	$	3,662,547	$	20,709,635	89	%
Without cosigner	571,792		584,601		427,512		320,985		241,958		333,108		2,479,956		11
Total	$	4,047,048	$	4,888,373	$	4,003,485	$	3,433,858	$	2,821,172	$	3,995,655	$	23,189,591	100	%

FICO at Origination⁽²⁾:
Less than 670	$	283,040	$	343,613	$	285,747	$	236,457	$	203,145	$	313,587	$	1,665,589	7	%
670-699	592,376		714,779		617,676		529,575		439,050		676,569		3,570,025		16
700-749	1,319,563		1,601,904		1,325,387		1,155,253		944,135		1,324,506		7,670,748		33
Greater than or equal to 750	1,852,069		2,228,077		1,774,675		1,512,573		1,234,842		1,680,993		10,283,229		44
Total	$	4,047,048	$	4,888,373	$	4,003,485	$	3,433,858	$	2,821,172	$	3,995,655	$	23,189,591	100	%


FICO Refreshed⁽²⁾⁽³⁾:
Less than 670	$	401,979	$	515,901	$	475,007	$	449,568	$	419,308	$	717,674	$	2,979,437	13	%
670-699	582,256		645,422		497,497		397,889		308,607		451,451		2,883,122		13
700-749	1,284,867		1,506,849		1,199,564		994,309		772,205		1,048,808		6,806,602		29
Greater than or equal to 750	1,777,946		2,220,201		1,831,417		1,592,092		1,321,052		1,777,722		10,520,430		45
Total	$	4,047,048	$	4,888,373	$	4,003,485	$	3,433,858	$	2,821,172	$	3,995,655	$	23,189,591	100	%

Seasoning⁽⁴⁾:
1-12 payments	$	2,376,404	$	719,158	$	705,181	$	617,174	$	462,946	$	470,839	$	5,351,702	23	%
13-24 payments	—		2,588,702		424,953		305,078		285,513		399,905		4,004,151		17
25-36 payments	—		—		1,862,587		418,048		227,391		394,339		2,902,365		12
37-48 payments	—		—		—		1,457,760		413,508		342,676		2,213,944		10
More than 48 payments	—		—		—		—		1,056,229		1,973,795		3,030,024		13
Not yet in repayment	1,670,644		1,580,513		1,010,764		635,798		375,585		414,101		5,687,405		25
Total	$	4,047,048	$	4,888,373	$	4,003,485	$	3,433,858	$	2,821,172	$	3,995,655	$	23,189,591	100	%

2019 gross charge-offs	$	(1,697)	$	(14,650)	$	(29,119)	$	(40,576)	$	(41,141)	$	(81,795)	$	(208,978)
2019 recoveries	69		1,016		2,622		4,431		5,175		12,452		25,765
2019 net charge-offs	$	(1,628)	$	(13,634)	$	(26,497)	$	(36,145)	$	(35,966)	$	(69,343)	$	(183,213)

Total accrued interest by origination vintage	$	116,423	$	321,568	$	327,002	$	261,083	$	165,764	$	174,318	$	1,366,158

______

⁽¹⁾Balance represents gross Private Education Loans.

⁽²⁾Represents the higher credit score of the cosigner or the borrower.

⁽³⁾Represents the FICO score updated as of the fourth-quarter 2019.

⁽⁴⁾Number of months in active repayment (whether interest only payment, fixed payment, or full principal and interest payment status) for which a scheduled payment was due.

SLM CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Dollars in thousands, unless otherwise noted)


4.			Allowance for Loan Losses (Continued)

Private Education Loan Delinquencies

The following tables provide information regarding the loan status of our Private Education Loans, by year of origination. Loans in repayment include loans on which borrowers are making interest only or fixed payments, as well as loans that have entered full principal and interest repayment status after any applicable grace period (but, for purposes of the following tables, do not include those loans while they are in forbearance).


	Private Education Loan Delinquencies by Origination Vintage
	June 30, 2020
	2020			2019			2018			2017			2016			2015 and Prior			Total

Loans in-school/grace/deferment⁽¹⁾	$	532,190		$	2,038,059		$	1,100,549		$	740,554		$	465,662		$	603,033		$	5,480,047
Loans in forbearance:
Loans in forbearance - loans current⁽²⁾	17,801			123,106			222,065			248,986			248,467			560,160			1,420,585
Loans in forbearance - loans delinquent 31-60 days⁽²⁾⁽³⁾	112			1,979			4,996			6,642			7,988			18,738			40,455
Loans in forbearance - loans delinquent 61-90 days⁽²⁾⁽³⁾	56			521			2,503			3,859			4,093			10,254			21,286
Loans in forbearance - loans delinquent greater than 90 days⁽²⁾⁽³⁾	—			364			1,166			1,951			1,865			5,023			10,369
Total Private Education Loans in forbearance⁽²⁾	17,969			125,970			230,730			261,438			262,413			594,175			1,492,695
Loans in repayment:
Loans current	664,058			3,004,489			2,346,348			2,076,951			1,907,320			4,191,163			14,190,329
Loans delinquent 31-60 days⁽³⁾	1,914			10,970			19,053			26,884			28,314			79,449			166,584
Loans delinquent 61-90 days⁽³⁾	448			4,064			11,536			17,106			19,241			47,258			99,653
Loans delinquent greater than 90 days⁽³⁾	261			1,601			6,390			8,544			9,974			29,387			56,157
Total Private Education Loans in repayment	666,681			3,021,124			2,383,327			2,129,485			1,964,849			4,347,257			14,512,723
Total Private Education Loans, gross	1,216,840			5,185,153			3,714,606			3,131,477			2,692,924			5,544,465			21,485,465
Private Education Loans deferred origination costs and unamortized premium/(discount)	10,625			19,555			11,819			8,911			7,454			9,245			67,609
Total Private Education Loans	1,227,465			5,204,708			3,726,425			3,140,388			2,700,378			5,553,710			21,553,074
Private Education Loans allowance for losses	(149,416)			(408,844)			(305,239)			(260,677)			(217,161)			(419,222)			(1,760,559)
Private Education Loans, net	$	1,078,049		$	4,795,864		$	3,421,186		$	2,879,711		$	2,483,217		$	5,134,488		$	19,792,515

Percentage of Private Education Loans in repayment	54.8		%	58.3		%	64.2		%	68.0		%	73.0		%	78.4		%	67.5		%
Delinquent Private Education Loans in repayment as a percentage of Private Education Loans in repayment	0.4		%	0.6		%	1.6		%	2.5		%	2.9		%	3.6		%	2.2		%
Delinquencies as a percentage of Private Education Loans in repayment and delinquent forbearance loans	0.4		%	0.6		%	1.9		%	3.0		%	3.6		%	4.3		%	2.7		%
Loans in forbearance as a percentage of loans in repayment and forbearance	2.6		%	4.0		%	8.8		%	10.9		%	11.8		%	12.0		%	9.3		%

_______

⁽³⁾The period of delinquency is based on the number of days scheduled payments are contractually past due.

SLM CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Dollars in thousands, unless otherwise noted)


4.			Allowance for Loan Losses (Continued)


	Private Education Loan Delinquencies by Origination Vintage
	December 31, 2019
	2019		2018		2017		2016		2015		2014 and Prior		Total

Loans in-school/grace/deferment⁽¹⁾	$	1,670,644	$	1,580,513	$	1,010,764	$	635,798	$	375,585	$	414,101	$	5,687,405
Loans in forbearance:
Loans in forbearance - current⁽²⁾	21,009		108,509		142,341		146,114		127,799		168,744		714,516
Loans in forbearance - delinquent 31-60 days⁽²⁾⁽³⁾	—		—		—		—		—		—		—
Loans in forbearance - delinquent 61-90 days⁽²⁾⁽³⁾	—		—		—		—		—		—		—
Loans in forbearance - delinquent greater than 90 days⁽²⁾⁽³⁾	—		—		—		—		—		—		—
Total Private Education Loans in forbearance⁽²⁾	21,009		108,509		142,341		146,114		127,799		168,744		714,516
Loans in repayment:
Loans current	2,340,221		3,159,878		2,781,132		2,566,815		2,225,721		3,241,884		16,315,651
Loans delinquent 31-60 days⁽³⁾	11,152		26,096		44,382		51,656		54,559		100,206		288,051
Loans delinquent 61-90 days⁽³⁾	3,087		9,527		17,048		21,161		24,562		45,917		121,302
Loans delinquent greater than 90 days⁽³⁾	935		3,850		7,818		12,314		12,946		24,803		62,666
Total Private Education Loans in repayment	2,355,395		3,199,351		2,850,380		2,651,946		2,317,788		3,412,810		16,787,670
Total Private Education Loans, gross	4,047,048		4,888,373		4,003,485		3,433,858		2,821,172		3,995,655		23,189,591
Private Education Loans deferred origination costs and unamortized premium/(discount)	23,661		17,699		13,843		12,304		8,564		5,153		81,224
Total Private Education Loans	4,070,709		4,906,072		4,017,328		3,446,162		2,829,736		4,000,808		23,270,815
Private Education Loans allowance for losses	(3,013)		(19,105)		(44,858)		(71,598)		(80,974)		(154,752)		(374,300)
Private Education Loans, net	$	4,067,696	$	4,886,967	$	3,972,470	$	3,374,564	$	2,748,762	$	3,846,056	$	22,896,515

Percentage of Private Education Loans in repayment	58.2 %		65.4 %		71.2 %		77.2 %		82.2 %		85.4 %		72.4 %
Delinquent Private Education Loans in repayment as a percentage of Private Education Loans in repayment	0.6 %		1.2 %		2.4 %		3.2 %		4.0 %		5.0 %		2.8 %
Delinquencies as a percentage of Private Education Loans in repayment and delinquent forbearance loans	0.6 %		1.2 %		2.4 %		3.2 %		4.0 %		5.0 %		2.8 %
Loans in forbearance as a percentage of loans in repayment and forbearance	0.9 %		3.3 %		4.8 %		5.2 %		5.2 %		4.7 %		4.1 %

______

⁽³⁾The period of delinquency is based on the number of days scheduled payments are contractually past due.

SLM CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Dollars in thousands, unless otherwise noted)


4.			Allowance for Loan Losses (Continued)

Personal Loan Key Credit Quality Indicators

For Personal Loans, the key credit quality indicators are FICO scores, loan seasoning, and loan delinquency status. The FICO scores are assessed at original approval and periodically refreshed and updated through the loan’s term. The following tables highlight the gross principal balance of our Personal Loan portfolio, by year of origination, stratified by key credit quality indicators.


	Personal Loans Credit Quality Indicators
	June 30, 2020
Year of Origination	2020⁽¹⁾		2019⁽¹⁾		2018⁽¹⁾		2017⁽¹⁾		2016⁽¹⁾		Total⁽¹⁾		% of Balance

FICO at Origination:
Less than 670	$	—	$	6,736	$	22,258	$	3,647	$	—	$	32,641	4	%
670-699	—		63,228		109,253		15,818		33		188,332		25
700-749	39		176,293		181,925		28,432		368		387,057		50
Greater than or equal to 750	—		80,819		71,534		11,466		237		164,056		21
Total	$	39	$	327,076	$	384,970	$	59,363	$	638	$	772,086	100	%

Seasoning⁽²⁾:
1-12 payments	$	39	$	230,341	$	251	$	—	$	—	$	230,631	30	%
13-24 payments	—		96,735		243,781		—		—		340,516		44
25-36 payments	—		—		140,938		56,281		—		197,219		26
37-48 payments	—		—		—		3,082		638		3,720		—
More than 48 payments	—		—		—		—		—		—		—

Total	$	39	$	327,076	$	384,970	$	59,363	$	638	$	772,086	100	%

Current period⁽³⁾ gross charge-offs	$	—	$	(6,623)	$	(22,881)	$	(4,294)	$	(50)	$	(33,848)
Current period⁽³⁾ recoveries	—		67		2,091		701		19		2,878
Current period⁽³⁾ net charge-offs	$	—	$	(6,556)	$	(20,790)	$	(3,593)	$	(31)	$	(30,970)

Total accrued interest by origination vintage	$	—	$	3,850	$	3,977	$	397	$	3	$	8,227

______

⁽¹⁾Balance represents gross Personal Loans.

⁽²⁾Number of months in active repayment for which a scheduled payment was due.

⁽³⁾Current period refers to period from January 1, 2020 through June 30, 2020.

SLM CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Dollars in thousands, unless otherwise noted)


4.			Allowance for Loan Losses (Continued)


	Personal Loans Credit Quality Indicators
	December 31, 2019
Year of Origination	2019⁽¹⁾		2018⁽¹⁾		2017⁽¹⁾		2016⁽¹⁾		Total⁽¹⁾		% of Balance

FICO at Origination:
Less than 670	$	8,315	$	32,021	$	7,030	$	1	$	47,367	4	%
670-699	77,746		152,909		28,384		59		259,098		25
700-749	217,642		255,374		48,254		586		521,856		50
Greater than or equal to 750	101,073		100,480		18,795		338		220,686		21
Total	$	404,776	$	540,784	$	102,463	$	984	$	1,049,007	100	%

Seasoning⁽²⁾:
1-12 payments	$	404,776	$	65,164	$	—	$	—	$	469,940	45	%
13-24 payments	—		475,620		29,698		—		505,318		48
25-36 payments	—		—		72,765		984		73,749		7
37-48 payments	—		—		—		—		—		—
More than 48 payments	—		—		—		—		—		—

Total	$	404,776	$	540,784	$	102,463	$	984	$	1,049,007	100	%

2019 gross charge-offs	$	(2,350)	$	(58,134)	$	(13,693)	$	(136)	$	(74,313)
2019 recoveries	48		3,397		1,722		39		5,206
2019 net charge-offs	$	(2,302)	$	(54,737)	$	(11,971)	$	(97)	$	(69,107)

Total accrued interest by origination vintage	$	3,431	$	4,166	$	572	$	5	$	8,174

______

⁽¹⁾Balance represents gross Personal Loans.

⁽²⁾Number of months in active repayment for which a scheduled payment was due.

SLM CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Dollars in thousands, unless otherwise noted)


4.			Allowance for Loan Losses (Continued)

Personal Loan Delinquencies

The following tables provides information regarding the loan status of our Personal Loans, by vintage.


	Personal Loan Delinquencies by Origination Vintage
	June 30, 2020
	2020			2019			2018			2017			2016			Total			% of Balance

Loans in forbearance:
Loans in forbearance - current	$	—		$	17,037		$	23,214		$	3,646		$	25		$	43,922		97.9	%
Loans in forbearance - delinquent 31-60 days⁽¹⁾	—			23			70			—			—			93			0.2
Loans in forbearance - delinquent 61-90 days⁽¹⁾	—			258			130			—			—			388			0.9
Loans in forbearance - delinquent greater than 90 days⁽¹⁾	—			180			289			—			—			469			1.0
Total loans in forbearance	—			17,498			23,703			3,646			25			44,872			100.0	%
Loans in repayment:
Loans current	39			305,862			353,667			54,815			613			714,996			98.3	%
Loans delinquent 31-60 days⁽¹⁾	—			813			1,821			175			—			2,809			0.4
Loans delinquent 61-90 days⁽¹⁾	—			1,177			2,589			343			—			4,109			0.6
Loans delinquent greater than 90 days⁽¹⁾	—			1,725			3,192			383			—			5,300			0.7
Total Personal Loans in repayment	39			309,577			361,269			55,716			613			727,214			100.0	%
Total Personal Loans, gross	39			327,075			384,972			59,362			638			772,086
Personal Loans deferred origination costs and unamortized premium/(discount)	—			253			49			—			—			302
Total Personal Loans	39			327,328			385,021			59,362			638			772,388
Personal Loans allowance for loan losses	(7)			(59,623)			(92,209)			(11,419)			(79)			(163,337)
Personal Loans, net	$	32		$	267,705		$	292,812		$	47,943		$	559		$	609,051

Delinquent Personal Loans in repayment⁽²⁾ as a percentage of Personal Loans in repayment	—		%	1.2		%	2.1		%	1.6		%	—		%	1.7		%
Delinquencies as a percentage of Personal Loans in repayment and delinquent forbearance loans	—		%	1.3		%	2.2		%	1.6		%	—		%	1.8		%

_______

⁽¹⁾The period of delinquency is based on the number of days scheduled payments are contractually past due.

⁽²⁾For purposes of this table, do not include delinquent Personal Loans in forbearance.

SLM CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Dollars in thousands, unless otherwise noted)


4.			Allowance for Loan Losses (Continued)


	Personal Loan Delinquencies by Origination Vintage
	December 31, 2019
	2019			2018			2017			2016			Total			% of Balance

Loans in forbearance	$	—		$	—		$	—		$	—		$	—
Loans in repayment:
Loans current	400,216			522,778			99,581			942			1,023,517			97.6	%
Loans delinquent 31-60 days⁽¹⁾	2,164			6,213			1,045			13			9,435			0.9
Loans delinquent 61-90 days⁽¹⁾	1,074			5,148			943			7			7,172			0.7
Loans delinquent greater than 90 days⁽¹⁾	1,322			6,645			895			21			8,883			0.8
Total Personal Loans in repayment	404,776			540,784			102,464			983			1,049,007			100.0	%
Total Personal Loans, gross	404,776			540,784			102,464			983			1,049,007
Personal Loans deferred origination costs and unamortized premium/(discount)	380			133			—			—			513
Total Personal Loans	405,156			540,917			102,464			983			1,049,520
Personal Loans allowance for loan losses	(21,589)			(37,492)			(6,722)			(74)			(65,877)
Personal Loans, net	$	383,567		$	503,425		$	95,742		$	909		$	983,643

Delinquencies as a percentage of Personal Loans in repayment	1.1		%	3.3		%	2.8		%	4.2		%	2.4		%

_______

⁽¹⁾The period of delinquency is based on the number of days scheduled payments are contractually past due.

Accrued Interest Receivable

The following table provides information regarding accrued interest receivable on our Private Education Loans. The table also discloses the amount of accrued interest on loans greater than 90 days past due as compared to our allowance for uncollectible interest on loans making full interest payments. The majority of the total accrued interest receivable represents accrued interest on deferred loans where no payments are due while the borrower is in school and fixed-pay loans where the borrower makes a $25 monthly payment that is smaller than the interest accruing on the loan in that month. The accrued interest on these loans will be capitalized to the balance of the loans when the borrower exits the grace period after separation from school. The allowance for this portion of interest is included in our loan loss reserve. The allowance for uncollectible interest exceeds the amount of accrued interest on our 90 days past due Private Education Loan portfolio for all periods presented.

SLM CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Dollars in thousands, unless otherwise noted)


4.			Allowance for Loan Losses (Continued)


	Private Education Loans
	Accrued Interest Receivable
	Total Interest Receivable		Greater Than 90 Days Past Due		Allowance for Uncollectible Interest

June 30, 2020	$	1,366,172	$	3,478	$	5,012
December 31, 2019	$	1,366,158	$	2,390	$	5,309

SLM CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Dollars in thousands, unless otherwise noted)

5. Unfunded Loan Commitments

At June 30, 2020, we had $1 billion of outstanding contractual loan commitments that we expect to fund during the remainder of the 2020/2021 academic year. The tables below summarize the activity in the allowance recorded to cover lifetime expected credit losses on the unfunded commitments, which is recorded in “Other Liabilities” on the consolidated balance sheets, as well as the activity in the unfunded commitments balance.


	Three Months Ended June 30, 2020						Three Months Ended June 30, 2019
	Allowance		Unfunded Commitments		Allowance		Unfunded Commitments

Beginning Balance	$	29,707	$	449,807	$	295	$	518,248
Provision/New commitments	98,741		1,165,224		768		1,348,938
Transfer - funded loans⁽¹⁾	(42,490)		(495,989)		(308)		(531,431)
Ending Balance	$	85,958	$	1,119,042	$	755	$	1,335,755


	Six Months Ended June 30, 2020						Six Months Ended June 30, 2019
	Allowance		Unfunded Commitments		Allowance		Unfunded Commitments

Beginning Balance	$	2,481	$	1,910,603	$	2,165	$	2,010,744
Day 1 adjustment for the adoption of CECL	115,758		—		—		—
Provision/New commitments	146,804		2,000,170		2,134		1,982,240
Transfer - funded loans⁽¹⁾	(179,085)		(2,791,731)		(3,544)		(2,657,229)
Ending Balance	$	85,958	$	1,119,042	$	755	$	1,335,755

________________

⁽¹⁾ When a loan commitment is funded, its related allowance for credit losses is transferred to the allowance for loan losses.

SLM CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Dollars in thousands, unless otherwise noted)

6. Deposits

The following table summarizes total deposits at June 30, 2020 and December 31, 2019.


	June 30,		December 31,
	2020		2019
Deposits - interest bearing	$	23,590,147	$	24,282,906
Deposits - non-interest bearing	1,972		1,077
Total deposits	$	23,592,119	$	24,283,983

Our total deposits of $23.6 billion were comprised of $12.8 billion in brokered deposits and $10.8 billion in retail and other deposits at June 30, 2020, compared to total deposits of $24.3 billion, which were comprised of $13.8 billion in brokered deposits and $10.5 billion in retail and other deposits, at December 31, 2019.

Interest bearing deposits as of June 30, 2020 and December 31, 2019 consisted of retail and brokered non-maturity savings deposits, retail and brokered non-maturity money market deposits (“MMDAs”), and retail and brokered certificates of deposit (“CDs”). Interest bearing deposits include deposits from Educational 529 and Health Savings plans that diversify our funding sources and additional deposits we consider to be core. These and other large omnibus accounts, aggregating the deposits of many individual depositors, represented $7.1 billion and $6.8 billion of our deposit total as of June 30, 2020 and December 31, 2019, respectively.

Some of our deposit products are serviced by third-party providers. Placement fees associated with the brokered CDs are amortized into interest expense using the effective interest rate method. We recognized placement fee expense of $5 million and $4 million in the three months ended June 30, 2020 and 2019, respectively, and placement fee expense of $10 million and $8 million in the six months ended June 30, 2020 and 2019, respectively. Fees paid to third-party brokers related to brokered CDs were $1 million and $14 million for the three months ended June 30, 2020 and 2019, respectively, and fees paid to third-party brokers related to brokered CDs were $3 million and $15 million for the six months ended June 30, 2020 and 2019, respectively.

Interest bearing deposits at June 30, 2020 and December 31, 2019 are summarized as follows:


	June 30, 2020						December 31, 2019
	Amount		Qtr.-End Weighted Average Stated Rate⁽¹⁾		Amount		Year-End Weighted Average Stated Rate⁽¹⁾

Money market	$	9,774,119	0.99	%	$	9,616,547	2.04	%
Savings	817,229		0.97		718,616		1.71
Certificates of deposit	12,998,799		1.51		13,947,743		2.44
Deposits - interest bearing	$	23,590,147			$	24,282,906

____________

⁽¹⁾ Includes the effect of interest rate swaps in effective hedge relationships.

SLM CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Dollars in thousands, unless otherwise noted)


6.			Deposits (Continued)

As of June 30, 2020, and December 31, 2019, there were $663 million and $963 million, respectively, of deposits exceeding FDIC insurance limits. Accrued interest on deposits was $56 million and $68 million at June 30, 2020 and December 31, 2019, respectively.

7. Borrowings

Outstanding borrowings consist of unsecured debt and secured borrowings issued through our term asset-backed securitization (“ABS”) program and our Private Education Loan multi-lender secured borrowing facility (the “Secured Borrowing Facility,” which was previously called the asset-backed commercial paper facility or ABCP Facility). The following table summarizes our borrowings at June 30, 2020 and December 31, 2019.


	June 30, 2020										December 31, 2019
	Short-Term		Long-Term		Total		Short-Term		Long-Term		Total
Unsecured borrowings:
Unsecured debt (fixed-rate)	$	—	$	198,565	$	198,565	$	—	$	198,159	$	198,159
Total unsecured borrowings	—		198,565		198,565		—		198,159		198,159
Secured borrowings:
Private Education Loan term securitizations:
Fixed-rate	—		2,832,364		2,832,364		—		2,629,902		2,629,902
Variable-rate	—		1,418,838		1,418,838		—		1,525,976		1,525,976
Total Private Education Loan term securitizations	—		4,251,202		4,251,202		—		4,155,878		4,155,878
Secured Borrowing Facility	—		—		—		289,230		—		289,230
Total secured borrowings	—		4,251,202		4,251,202		289,230		4,155,878		4,445,108
Total	$	—	$	4,449,767	$	4,449,767	$	289,230	$	4,354,037	$	4,643,267

Short-term Borrowings

Secured Borrowing Facility

On February 19, 2020, we amended our Secured Borrowing Facility to, among other things, increase the amount that can be borrowed under the facility to $2 billion (from $750 million) and extend the maturity of the facility. We hold 100 percent of the residual interest in the Secured Borrowing Facility trust. Under the amended Secured Borrowing Facility, we incur financing costs on unused borrowing capacity and on outstandings. The amended Secured Borrowing Facility extended the revolving period, during which we may borrow, repay and reborrow funds, until February 17, 2021. The scheduled amortization period, during which amounts outstanding under the Secured Borrowing Facility must be repaid, ends on February 17, 2022 (or earlier, if certain material adverse events occur). At June 30, 2020, there were no borrowings outstanding under the Secured Borrowing Facility and at December 31, 2019, there were $289 million borrowings outstanding under the Secured Borrowing Facility.

SLM CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Dollars in thousands, unless otherwise noted)


7.			Borrowings (Continued)

Long-term Borrowings

Secured Financings

2020 Transactions

On February 12, 2020, we executed our $636 million SMB Private Education Loan Trust 2020-A term ABS transaction, which was accounted for as a secured financing. We sold $636 million of notes to third parties and retained a 100 percent interest in the residual certificates issued in the securitization, raising approximately $634 million of gross proceeds. The Class A and Class B notes had a weighted average life of 4.18 years and priced at a weighted average LIBOR equivalent cost of 1-month LIBOR plus 0.88 percent. At June 30, 2020, $646 million of our Private Education Loans, including $603 million of principal and $43 million in capitalized interest, were encumbered because of this transaction.

Secured Financings at Issuance

The following summarizes our secured financings issued in 2019 and through June 30, 2020:


Issue	Date Issued	Total Issued		Weighted Average Cost of Funds⁽¹⁾		Weighted Average Life (in years)

Private Education:














2019-A	March 2019	$	453,000	1-month LIBOR plus 0.92%		4.26
2019-B	June 2019	657,000		1-month LIBOR plus 1.01%		4.41
Total notes issued in 2019				$	1,110,000

Total loan and accrued interest amount securitized at inception in 2019				$	1,208,963

2020-A	February 2020	$	636,000	1-month LIBOR plus 0.88%		4.18
Total notes issued in 2020				$	636,000

Total loan and accrued interest amount securitized at inception in 2020				$	676,089

____________

⁽¹⁾ Represents LIBOR equivalent cost of funds for floating and fixed-rate bonds, excluding issuance costs.

SLM CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Dollars in thousands, unless otherwise noted)


7.			Borrowings (Continued)

Consolidated Funding Vehicles

We consolidate our financing entities that are VIEs as a result of our being the entities’ primary beneficiary. As a result, these financing VIEs are accounted for as secured borrowings. We consolidate the following financing VIEs as of June 30, 2020 and December 31, 2019, respectively:


	June 30, 2020
	Debt Outstanding										Carrying Amount of Assets Securing Debt Outstanding
	Short-Term		Long-Term		Total		Loans		Restricted Cash		Other Assets⁽¹⁾		Total
Secured borrowings:
Private Education Loan term securitizations	$	—	$	4,251,202	$	4,251,202	$	5,380,255	$	115,192	$	373,176	$	5,868,623
Secured Borrowing Facility	—		—		—		—		—		2,061		2,061
Total	$	—	$	4,251,202	$	4,251,202	$	5,380,255	$	115,192	$	375,237	$	5,870,684

____

(1) Other assets primarily represent accrued interest receivable.


	December 31, 2019
	Debt Outstanding										Carrying Amount of Assets Securing Debt Outstanding
	Short-Term		Long-Term		Total		Loans		Restricted Cash		Other Assets⁽¹⁾		Total
Secured borrowings:
Private Education Loan term securitizations	$	—	$	4,155,878	$	4,155,878	$	5,246,986	$	145,760	$	333,173	$	5,725,919
Secured Borrowing Facility	289,230		—		289,230		339,666		8,803		23,832		372,301
Total	$	289,230	$	4,155,878	$	4,445,108	$	5,586,652	$	154,563	$	357,005	$	6,098,220

____

(1) Other assets primarily represent accrued interest receivable.

Other Borrowing Sources

We maintain discretionary uncommitted Federal Funds lines of credit with various correspondent banks, which totaled $125 million at June 30, 2020. The interest rate we are charged on these lines of credit is priced at Fed Funds plus a spread at the time of borrowing and is payable daily. We did not utilize these lines of credit in the six months ended June 30, 2020 or in the year ended December 31, 2019.

We established an account at the FRB to meet eligibility requirements for access to the Primary Credit borrowing facility at the FRB’s Discount Window (the “Window”). The Primary Credit borrowing facility is a lending program available to depository institutions that are in generally sound financial condition. All borrowings at the Window must be fully collateralized. We can pledge securities, as well as FFELP Loans and Private Education Loans, to the FRB as collateral for borrowings at the Window. Generally, collateral value is assigned based on the estimated fair value of the pledged assets. At June 30, 2020 and December 31, 2019, the value of our pledged collateral at the FRB totaled $3.7 billion and $3.2 billion, respectively. The interest rate charged to us is the discount rate set by the FRB. We did not utilize this facility in the six months ended June 30, 2020 or in the year ended December 31, 2019.

SLM CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Dollars in thousands, unless otherwise noted)

8. Derivative Financial Instruments

Risk Management Strategy

We maintain an overall interest rate risk management strategy that incorporates the use of derivative instruments to reduce the economic effect of interest rate changes. Our goal is to manage interest rate sensitivity by modifying the repricing frequency and underlying index characteristics of certain balance sheet assets or liabilities so any adverse impacts related to movements in interest rates are managed within low to moderate limits. As a result of interest rate fluctuations, hedged balance sheet positions will appreciate or depreciate in market value or create variability in cash flows. Income or loss on the derivative instruments linked to the hedged item will generally offset the effect of this unrealized appreciation or depreciation or volatility in cash flows for the period the item is being hedged. We view this strategy as a prudent management of interest rate risk. Please refer to Note 10, “Derivative Financial Instruments” in our 2019 Form 10-K for a full discussion of our risk management strategy.

Title VII of the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010 (the “Dodd-Frank Act”) requires all standardized derivatives, including most interest rate swaps, to be submitted for clearing to central counterparties to reduce counterparty risk. Two of the central counterparties we use are the Chicago Mercantile Exchange (“CME”) and the London Clearing House (“LCH”). All variation margin payments on derivatives cleared through the CME and LCH are accounted for as legal settlement. As of June 30, 2020, $8.8 billion notional of our derivative contracts were cleared on the CME and $0.4 billion were cleared on the LCH. The derivative contracts cleared through the CME and LCH represent 95.1 percent and 4.9 percent, respectively, of our total notional derivative contracts of $9.2 billion at June 30, 2020.

For derivatives cleared through the CME and LCH, the net gain (loss) position includes the variation margin amounts as settlement of the derivative and not collateral against the fair value of the derivative. The amount of variation margin included as settlement as of June 30, 2020 was $(249) million and $24 million for the CME and LCH, respectively. Changes in fair value for derivatives not designated as hedging instruments will be presented as realized gains (losses).

Our exposure is limited to the value of the derivative contracts in a gain position less any collateral held and plus any collateral posted. When there is a net negative exposure, we consider our exposure to the counterparty to be zero. At June 30, 2020 and December 31, 2019, we had a net positive exposure (derivative gain positions to us, less collateral held by us and plus collateral posted with counterparties) related to derivatives of $75 million and $52 million, respectively.

Summary of Derivative Financial Statement Impact

The following tables summarize the fair values and notional amounts of all derivative instruments at June 30, 2020 and December 31, 2019, and their impact on earnings and other comprehensive income for the three and six months ended June 30, 2020 and 2019. Please refer to Note 10, “Derivative Financial Instruments” in our 2019 Form 10-K for a full discussion of cash flow hedges, fair value hedges, and trading activities.

SLM CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Dollars in thousands, unless otherwise noted)


8.			Derivative Financial Instruments (Continued)

Impact of Derivatives on the Consolidated Balance Sheets


		Cash Flow Hedges						Fair Value Hedges						Trading				Total
		June 30,		December 31,		June 30,		December 31,		June 30,		December 31,		June 30,		December 31,
		2020		2019		2020		2019		2020		2019		2020		2019
Fair Values⁽¹⁾	Hedged Risk Exposure

Derivative Assets:⁽²⁾
Interest rate swaps	Interest rate	$	157	$	715	$	—	$	—	$	28	$	—	$	185	$	715
Derivative Liabilities:⁽²⁾
Interest rate swaps	Interest rate	—		—		(179)		(896)		—		(268)		(179)		(1,164)
Total net derivatives		$	157	$	715	$	(179)	$	(896)	$	28	$	(268)	$	6	$	(449)

___________

(1) Fair values reported include variation margin as legal settlement of the derivative contract. Assets and liabilities are presented without consideration of master netting agreements. Derivatives are carried on the balance sheet based on net position by counterparty under master netting agreements and classified in other assets or other liabilities depending on whether in a net positive or negative position.

(2) The following table reconciles gross positions with the impact of master netting agreements to the balance sheet classification:


	Other Assets						Other Liabilities
	June 30,		December 31,		June 30,		December 31,
	2020		2019		2020		2019
Gross position⁽¹⁾	$	185	$	715	$	(179)	$	(1,164)
Impact of master netting agreement	(139)		(519)		139		519
Derivative values with impact of master netting agreements (as carried on balance sheet)	46		196		(40)		(645)
Cash collateral pledged⁽²⁾	74,902		52,564		—		—
Net position	$	74,948	$	52,760	$	(40)	$	(645)

__________

(1)Gross position amounts include accrued interest and variation margin as legal settlement of the derivative contract.

(2)Cash collateral pledged excludes amounts that represent legal settlement of the derivative contracts.


	Cash Flow						Fair Value						Trading				Total
	June 30,		December 31,		June 30,		December 31,		June 30,		December 31,		June 30,		December 31,
	2020		2019		2020		2019		2020		2019		2020		2019
Notional Values

Interest rate swaps	$	1,085,182	$	1,150,518	$	5,109,779	$	5,031,429	$	3,005,471	$	3,744,917	$	9,200,432	$	9,926,864

SLM CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Dollars in thousands, unless otherwise noted)


8.			Derivative Financial Instruments (Continued)

As of June 30, 2020 and December 31, 2019, the following amounts were recorded on the consolidated balance sheet related to cumulative basis adjustments for fair value hedges:


Line Item in the Balance Sheet in Which the Hedged Item is Included:	Carrying Amount of the Hedged Assets/(Liabilities)						Cumulative Amount of Fair Value Hedging Adjustment Included in the Carrying Amount of the Hedged Assets/(Liabilities)
	June 30,		December 31,		June 30,		December 31,
	2020		2019		2020		2019

Deposits	$	(5,305,798)	$	(5,085,426)	$	(204,099)	$	(63,148)

Impact of Derivatives on the Consolidated Statements of Operations


	Three Months Ended June 30,						Six Months Ended June 30,
	2020		2019		2020		2019

Fair Value Hedges
Interest rate swaps:
Interest recognized on derivatives	$	19,433	$	(4,061)	$	24,056	$	(7,888)
Hedged items recorded in interest expense	2,296		(57,717)		(140,952)		(81,703)
Derivatives recorded in interest expense	(2,855)		57,449		141,328		81,337
Total	$	18,874	$	(4,329)	$	24,432	$	(8,254)

Cash Flow Hedges
Interest rate swaps:
Amount of gain (loss) reclassified from accumulated other comprehensive income into interest expense	$	(4,219)	$	1,189	$	(5,747)	$	2,485
Total	$	(4,219)	$	1,189	$	(5,747)	$	2,485

Trading
Interest rate swaps:
Change in fair value of future interest payments recorded in earnings	$	(7,853)	$	18,242	$	34,459	$	22,444
Total	(7,853)		18,242		34,459		22,444
Total	$	6,802	$	15,102	$	53,144	$	16,675

SLM CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Dollars in thousands, unless otherwise noted)


8.			Derivative Financial Instruments (Continued)

Impact of Derivatives on the Statements of Changes in Stockholders’ Equity


	Three Months Ended						Six Months Ended
	June 30,						June 30,
	2020		2019		2020		2019

Amount of loss recognized in other comprehensive income (loss)	$	(6,562)	$	(22,824)	$	(53,784)	$	(35,645)
Less: amount of gain (loss) reclassified in interest expense	(4,219)		1,189		(5,747)		2,485
Total change in other comprehensive income (loss) for unrealized gains (losses) on derivatives, before income tax (expense) benefit	$	(2,343)	$	(24,013)	$	(48,037)	$	(38,130)

Amounts reported in accumulated other comprehensive income related to derivatives will be reclassified to interest expense as interest payments are made on our variable-rate deposits. During the next 12 months, we estimate that $20 million will be reclassified as an increase to interest expense.

Cash Collateral

As of June 30, 2020, cash collateral held and pledged excludes amounts that represent legal settlement of the derivative contracts held with the CME and LCH. There was no cash collateral held related to derivative exposure between us and our derivatives counterparties at June 30, 2020 and December 31, 2019, respectively. Cash collateral pledged related to derivative exposure between us and our derivatives counterparties was $75 million and $53 million at June 30, 2020 and December 31, 2019, respectively. Collateral pledged is recorded in “Other interest-earning assets” on the consolidated balance sheets.

SLM CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Dollars in thousands, unless otherwise noted)

9. Stockholders’ Equity

The following table summarizes our common share repurchases and issuances.


	Three Months Ended June 30,						Six Months Ended June 30,
(Shares and per share amounts in actuals)	2020		2019		2020		2019
Common stock repurchased under repurchase program⁽¹⁾⁽²⁾	—		5,989,279		47,736,847		11,424,755
Average purchase price per share⁽³⁾	$	—	$	10.04	$	9.66	$	10.51
Shares repurchased related to employee stock-based compensation plans⁽⁴⁾	908		24,036		1,106,027		1,313,427
Average purchase price per share	$	7.77	$	10.05	$	10.98	$	10.93
Common shares issued⁽⁵⁾	147,735		181,020		2,985,297		3,651,684

__________________

⁽¹⁾Common shares purchased under our share repurchase programs. $75 million of capacity under the 2020 Share Repurchase Program remained available as of June 30, 2020.

⁽²⁾For the six months ended June 30, 2020, the amount includes 44.9 million shares related to the initial delivery of shares under our accelerated share repurchase agreement, described below.

⁽³⁾Average purchase price per share includes purchase commission costs.

⁽⁴⁾Comprised of shares withheld from stock option exercises and vesting of restricted stock for employees’ tax withholding obligations and shares tendered by employees to satisfy option exercise costs.

⁽⁵⁾ Common shares issued under our various compensation and benefit plans.

The closing price of our common stock on June 30, 2020 was $7.03.

Dividend and Share Repurchases

In both June 2020 and 2019, we paid a common stock dividend of $0.03 per common share. In addition, we declared a common stock dividend of $0.03 per common share in June 2020 for payment in the third quarter of 2020 and declared a common stock dividend of $0.03 per common share in June 2019 for payment in the third quarter of 2019.

The January 23, 2019 share repurchase program (the “2019 Share Repurchase Program”), which was effective upon announcement and expires on January 22, 2021, permits us to repurchase from time to time shares of our common stock up to an aggregate repurchase price not to exceed $200 million. Under the 2019 Share Repurchase Program, we repurchased no shares of common stock in the three months ended June 30, 2020 and 6 million shares of common stock for $60 million in the three months ended June 30, 2019. Under the 2019 Share Repurchase Program, we repurchased 3 million shares of common stock for $33 million in the six months ended June 30, 2020 and 11 million share of common stock for $120 million in the six months ended June 30, 2019. We have now utilized all capacity under the 2019 Share Repurchase Program.

On January 22, 2020, we announced a new share repurchase program (the “2020 Share Repurchase Program”), which was effective upon announcement and expires on January 21, 2022, and permits us to repurchase shares of common stock from time to time up to an aggregate repurchase price not to exceed $600 million.

On March 10, 2020, we entered into an accelerated share repurchase agreement (“ASR”) with a third-party financial institution under which we paid $525 million for an upfront delivery of our common stock and a forward agreement. On March 11, 2020, the third-party financial institution delivered to us approximately 44.9 million shares. The final total actual number of shares of common stock to be delivered to us pursuant to the forward agreement will be based generally upon a discount to the

SLM CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Dollars in thousands, unless otherwise noted)


9.			Stockholders’ Equity (Continued)

Rule 10b-18 volume-weighted average price at which the shares of our common stock trade during the regular trading sessions on the Nasdaq Global Select Market during the term of the ASR. At settlement of the forward agreement, the third-party financial institution may be obligated to deliver additional shares of common stock to us or we may be obligated to make delivery of common stock or a cash payment to them, at our option. The transactions are accounted for as equity transactions and are included in treasury stock when the shares are received, at which time there is an immediate reduction in the weighted average common shares calculation for basic and diluted earnings per share. We expect final settlement of the share repurchases under the ASR to occur before or during the first quarter of 2021.

Under the 2020 Share Repurchase Program, repurchases may occur from time to time and through a variety of methods, including open market repurchases, repurchases effected through Rule 10b5-1 trading plans, negotiated block purchases, accelerated share repurchase programs, tender offers, or other similar transactions.

SLM CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Dollars in thousands, unless otherwise noted)

10. Earnings (Loss) per Common Share

Basic earnings (loss) per common share (“EPS”) are calculated using the weighted average number of shares of common stock outstanding during each period. A reconciliation of the numerators and denominators of the basic and diluted EPS calculations follows.


	Three Months Ended						Six Months Ended
	June 30,						June 30,
(In thousands, except per share data)	2020		2019		2020		2019
Numerator:
Net income (loss)	$	(85,211)	$	150,277	$	276,962	$	308,466
Preferred stock dividends	2,478		4,331		5,942		8,799
Net income (loss) attributable to SLM Corporation common stock	$	(87,689)	$	145,946	$	271,020	$	299,667
Denominator:
Weighted average shares used to compute basic EPS	375,009		429,278		392,397		431,911
Effect of dilutive securities:
Dilutive effect of stock options, restricted stock, restricted stock units, performance stock units and Employee Stock Purchase Plan (“ESPP”) ⁽¹⁾⁽²⁾	—		2,975		2,794		3,322

Weighted average shares used to compute diluted EPS	375,009		432,253		395,191		435,233

Basic earnings (loss) per common share attributable to SLM Corporation	$	(0.23)	$	0.34	$	0.69	$	0.69

Diluted earnings (loss) per common share attributable to SLM Corporation	$	(0.23)	$	0.34	$	0.69	$	0.69

________________

⁽¹⁾ Includes the potential dilutive effect of additional common shares that are issuable upon exercise of outstanding stock options, restricted stock, restricted stock units, performance stock units and the outstanding commitment to issue shares under the ESPP, determined by the treasury stock method.

⁽²⁾ For the three months ended June 30, 2020 and 2019, securities covering approximately 7 million shares and less than 1 million shares, respectively, and for the six months ended June 30, 2020 and 2019, securities covering approximately 3 million shares and less than 1 million shares, respectively, were outstanding but not included in the computation of diluted earnings per share because they were anti-dilutive.

SLM CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Dollars in thousands, unless otherwise noted)

11. Fair Value Measurements

We use estimates of fair value in applying various accounting standards for our consolidated financial statements.

We categorize our fair value estimates based on a hierarchical framework associated with three levels of price transparency utilized in measuring financial instruments at fair value. For additional information regarding our policies for determining fair value and the hierarchical framework, see Note 2, “Significant Accounting Policies - Fair Value Measurement” in our 2019 Form 10-K.

During the six months ended June 30, 2020, there were no significant transfers of financial instruments between levels or changes in our methodology or assumptions used to value our financial instruments.

The following table summarizes the valuation of our financial instruments that are marked to fair value on a recurring basis.


	Fair Value Measurements on a Recurring Basis
	June 30, 2020														December 31, 2019
	Level 1		Level 2		Level 3		Total		Level 1		Level 2		Level 3		Total

Assets
Available-for-sale investments	$	—	$	1,947,062	$	73,886	$	2,020,948	$	—	$	487,669	$	—	$	487,669
Derivative instruments	—		185		—		185		—		715		—		715
Total	$	—	$	1,947,247	$	73,886	$	2,021,133	$	—	$	488,384	$	—	$	488,384

Liabilities
Derivative instruments	$	—	$	(179)	$	—	$	(179)	$	—	$	(1,164)	$	—	$	(1,164)
Total	$	—	$	(179)	$	—	$	(179)	$	—	$	(1,164)	$	—	$	(1,164)

SLM CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Dollars in thousands, unless otherwise noted)


11.			Fair Value Measurements (Continued)

The following table summarizes the fair values of our financial assets and liabilities, including derivative financial instruments.


	June 30, 2020										December 31, 2019
	Fair Value		Carrying Value		Difference		Fair Value		Carrying Value		Difference
Earning assets:
Loans held for investment, net:
Private Education Loans	$	22,717,501	$	19,792,515	$	2,924,986	$	24,988,941	$	22,896,515	$	2,092,426
FFELP Loans	754,341		752,021		2,320		795,055		783,816		11,239
Personal Loans	663,994		609,051		54,943		1,047,119		983,643		63,476
Credit Cards	9,635		10,344		(709)		3,818		3,818		—
Cash and cash equivalents	4,988,961		4,988,961		—		5,563,877		5,563,877		—
Trading investments	14,261		14,261		—		—		—		—
Available-for-sale investments	2,020,948		2,020,948		—		487,669		487,669		—
Accrued interest receivable	1,458,363		1,392,677		65,686		1,491,471		1,392,725		98,746
Tax indemnification receivable	28,125		28,125		—		27,558		27,558		—
Derivative instruments	185		185		—		715		715		—
Total earning assets	$	32,656,314	$	29,609,088	$	3,047,226	$	34,406,223	$	32,140,336	$	2,265,887
Interest-bearing liabilities:
Money-market and savings accounts	$	10,668,905	$	10,591,348	$	(77,557)	$	10,363,691	$	10,335,163	$	(28,528)
Certificates of deposit	13,238,192		12,998,799		(239,393)		14,065,007		13,947,743		(117,264)
Short-term borrowings	—		—		—		289,230		289,230		—
Long-term borrowings	4,556,828		4,449,767		(107,061)		4,434,323		4,354,037		(80,286)
Accrued interest payable	63,246		63,246		—		75,158		75,158		—
Derivative instruments	179		179		—		1,164		1,164		—
Total interest-bearing liabilities	$	28,527,350	$	28,103,339	$	(424,011)	$	29,228,573	$	29,002,495	$	(226,078)

Excess of net asset fair value over carrying value					$	2,623,215					$	2,039,809

Please refer to Note 14, “Fair Value Measurements” in our 2019 Form 10-K for a full discussion of the methods and assumptions used to estimate the fair value of each class of financial instruments.

SLM CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Dollars in thousands, unless otherwise noted)

12. Regulatory Capital

Sallie Mae Bank (the “Bank”) is subject to various regulatory capital requirements administered by the FDIC and the Utah Department of Financial Institutions (“UDFI”). Failure to meet minimum capital requirements can initiate certain mandatory and possibly additional discretionary actions by regulators that, if undertaken, could have a direct material adverse effect on our business, results of operations and financial condition. Under the FDIC’s regulations implementing the Basel III capital framework (“U.S. Basel III”) and the regulatory framework for prompt corrective action, the Bank must meet specific capital standards that involve quantitative measures of its assets, liabilities, and certain off-balance sheet items as calculated under regulatory accounting practices. The Bank’s capital amounts and its classification under the prompt corrective action framework are also subject to qualitative judgments by the regulators about components of capital, risk weightings, and other factors.

U.S. Basel III is aimed at increasing both the quantity and quality of regulatory capital. Certain aspects of U.S. Basel III, including new deductions from and adjustments to regulatory capital and a capital conservation buffer, have been phased in over several years.

The Bank is subject to the following minimum capital ratios under U.S. Basel III: a Common Equity Tier 1 risk-based capital ratio of 4.5 percent, a Tier 1 risk-based capital ratio of 6.0 percent, a Total risk-based capital ratio of 8.0 percent, and a Tier 1 leverage ratio of 4.0 percent. In addition, as of January 1, 2019, the Bank is subject to a fully phased-in Common Equity Tier 1 capital conservation buffer of greater than 2.5 percent. (As of December 31, 2018, the Bank was subject to a Common Equity Tier 1 capital conservation buffer of greater than 1.875 percent.) Failure to maintain the buffer will result in restrictions on the Bank’s ability to make capital distributions, including the payment of dividends, and to pay discretionary bonuses to executive officers. Including the buffer, as of January 1, 2019, the Bank is required to maintain the following capital ratios under U.S. Basel III in order to avoid such restrictions: a Common Equity Tier 1 risk-based capital ratio of greater than 7.0 percent, a Tier 1 risk-based capital ratio of greater than 8.5 percent, and a Total risk-based capital ratio of greater than 10.5 percent.

To qualify as “well capitalized” under the prompt corrective action framework for insured depository institutions, the Bank must maintain a Common Equity Tier 1 risk-based capital ratio of at least 6.5 percent, a Tier 1 risk-based capital ratio of at least 8.0 percent, a Total risk-based capital ratio of at least 10.0 percent, and a Tier 1 leverage ratio of at least 5.0 percent.

On March 27, 2020, the FDIC and other federal banking agencies published an interim final rule that provides those banking organizations that adopt CECL during the 2020 calendar year with the option to delay for two years, and then phase in over the following three years, the effects on regulatory capital of CECL relative to the incurred loss methodology. We have elected to use this option. Under this interim final rule, because we have elected to use the deferral option, the regulatory capital impact of our transition adjustments recorded on January 1, 2020 from the adoption of CECL will be deferred for two years. In addition, from January 1, 2020 through the end of the two-year deferral period, 25 percent of the ongoing impact of CECL on our allowance for loan losses, retained earnings, and average total consolidated assets, each as reported for regulatory capital purposes, will be added to the deferred transition amounts (“adjusted transition amounts”) and deferred for the two-year period. At the conclusion of the two-year period (i.e., beginning January 1, 2022), the adjusted transition amounts will be phased in for regulatory capital purposes at a rate of 25 percent per year, with the phased-in amounts included in regulatory capital at the beginning of each year. Our January 1, 2020 CECL transition amounts increased the allowance for loan losses by $1.1 billion, increased the liability representing our off-balance sheet exposure for unfunded commitments by $116 million, and increased our deferred tax asset by $306 million, resulting in a cumulative effect adjustment that reduced retained earnings by $953 million. This transition adjustment was inclusive of qualitative adjustments incorporated into our CECL allowance as necessary, to address any limitations in the models used.

SLM CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Dollars in thousands, unless otherwise noted)


12.			Regulatory Capital (Continued)

The following capital amounts and ratios are based upon the Bank’s average assets and risk-weighted assets, as indicated.


	Actual						U.S. Basel III Minimum Requirements Plus Buffer⁽¹⁾⁽²⁾
	Amount		Ratio		Amount			Ratio
As of June 30, 2020:
Common Equity Tier 1 Capital (to Risk-Weighted Assets)	$	3,085,133	12.4	%	$	1,735,574	>	7.0	%
Tier 1 Capital (to Risk-Weighted Assets)	$	3,085,133	12.4	%	$	2,107,482	>	8.5	%
Total Capital (to Risk-Weighted Assets)	$	3,399,606	13.7	%	$	2,603,361	>	10.5	%
Tier 1 Capital (to Average Assets)	$	3,085,133	9.6	%	$	1,284,390	>	4.0	%

As of December 31, 2019:
Common Equity Tier 1 Capital (to Risk-Weighted Assets)	$	3,264,309	12.2	%	$	1,876,050	>	7.0	%
Tier 1 Capital (to Risk-Weighted Assets)	$	3,264,309	12.2	%	$	2,278,060	>	8.5	%
Total Capital (to Risk-Weighted Assets)	$	3,600,668	13.4	%	$	2,814,074	>	10.5	%
Tier 1 Capital (to Average Assets)	$	3,264,309	10.2	%	$	1,284,642	>	4.0	%

________________

⁽¹⁾ Reflects the U.S. Basel III minimum required ratio plus the applicable capital conservation buffer.

⁽²⁾The Bank’s regulatory capital ratios also exceeded all applicable standards for the Bank to qualify as “well capitalized” under the prompt corrective action framework.

Bank Dividends

The Bank is chartered under the laws of the State of Utah and its deposits are insured by the FDIC. The Bank’s ability to pay dividends is subject to the laws of Utah and the regulations of the FDIC. Generally, under Utah’s industrial bank laws and regulations as well as FDIC regulations, the Bank may pay dividends from its net profits without regulatory approval if, following the payment of the dividend, the Bank’s capital and surplus would not be impaired. The Bank declared $27 million and $568 million in dividends to the Company for the three and six months ended June 30, 2020, respectively, and $136 million and $221 million in dividends for the three and six months ended June 30, 2019, respectively. In the future, we expect that the Bank will pay dividends to the Company as may be necessary to enable the Company to pay any declared dividends on its Series B Preferred Stock and common stock and to consummate any common share repurchases by the Company under its share repurchase programs.

SLM CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Dollars in thousands, unless otherwise noted)

13. Commitments, Contingencies and Guarantees

Commitments

When we approve a Private Education Loan at the beginning of an academic year, that approval may cover the borrowing for the entire academic year. As such, we do not always disburse the full amount of the loan at the time of such approval, but instead have a commitment to fund a portion of the loan at a later date (usually at the start of the second semester or subsequent trimesters). We estimate expected credit losses over the contractual period that we are exposed to credit risk via a contractual obligation to extend credit, unless that obligation is unconditionally cancellable by us. At June 30, 2020, we had $1 billion of outstanding contractual loan commitments which we expect to fund during the remainder of the 2020/2021 academic year. At June 30, 2020, we had an $86 million reserve recorded in “Other Liabilities” to cover lifetime expected credit losses on these unfunded commitments. See Note 1, “Significant Accounting Policies — Allowance for Credit Losses — Off-Balance Sheet Exposure for Contractual Loan Commitments” and Note 5, “Unfunded Loan Commitments” for additional information.

Regulatory Matters

On July 17, 2018, the Mississippi Attorney General filed a lawsuit in Mississippi state court against Navient, Navient Solutions, LLC, and the Bank arising out of the Multi-State Investigation. The complaint alleges unfair and deceptive trade practices against all three defendants as to private loan origination practices from 2000 to 2009, and against the two Navient defendants as to servicing practices between 2010 and the present. The complaint further alleges that Navient assumed responsibility for these matters under the Separation and Distribution Agreement for alleged conduct that pre-dated the Spin-Off. On September 27, 2018, the Mississippi Attorney General filed an amended complaint. On October 8, 2018, the Bank moved to dismiss the Mississippi Attorney General’s action as to the Bank, arguing, among other things, that the complaint failed to allege with sufficient particularity or specificity how the Bank was responsible for any of the alleged conduct, most of which predated the Bank’s existence. On November 20, 2018, the Mississippi Attorney General filed an opposition brief and the Bank filed a reply on December 21, 2018. The court heard oral argument on the Bank’s motion to dismiss on April 11, 2019. On August 15, 2019, the court entered an order denying the Bank’s motion to dismiss. On September 5, 2019, the Bank filed with the Supreme Court of Mississippi a petition for interlocutory appeal. The Mississippi Attorney General filed an opposition to the petition for interlocutory appeal on September 19, 2019. On October 16, 2019, the Supreme Court of Mississippi granted the Bank’s petition for interlocutory appeal and stayed the trial court proceedings. The Mississippi Attorney General has since agreed to dismiss with prejudice all claims against the Bank in the underlying case. On March 31, 2020, the Mississippi Attorney General and the Bank filed a Joint Motion to Dismiss Interlocutory Appeal with the Supreme Court of Mississippi. On April 10, 2020, the Mississippi Attorney General filed with the trial court a Notice of Voluntary Dismissal with Prejudice as to the Bank.

For additional information regarding our regulatory matters, see Note 18, “Commitments, Contingencies and Guarantees” in our 2019 Form 10-K.

Contingencies

In the ordinary course of business, we and our subsidiaries are routinely defendants in or parties to pending and threatened legal actions and proceedings, including actions brought on behalf of various classes of claimants. These actions and proceedings may be based on alleged violations of consumer protection, securities, employment, and other laws. In certain of these actions and proceedings, claims for substantial monetary damages may be asserted against us and our subsidiaries.

It is common for the Company, our subsidiaries, and affiliates to receive information and document requests and investigative demands from state attorneys general, legislative committees, and administrative agencies. These requests may be for informational or regulatory purposes and may relate to our business practices, the industries in which we operate, or other companies with whom we conduct business. Our practice has been and continues to be to cooperate with these bodies and be responsive to any such requests.

SLM CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Dollars in thousands, unless otherwise noted)


13.			Commitments, Contingencies and Guarantees (Continued)

We are required to establish reserves for litigation and regulatory matters where those matters present loss contingencies that are both probable and estimable. When loss contingencies are not both probable and estimable, we do not establish reserves.

Based on current knowledge, management does not believe there are loss contingencies, if any, arising from pending investigations, litigation, or regulatory matters for which reserves should be established.

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

The following information is current as of July 22, 2020 (unless otherwise noted) and should be read in connection with SLM Corporation’s Annual Report on Form 10-K for the year ended December 31, 2019 (filed with the Securities and Exchange Commission (the “SEC”) on February 28, 2020) (the “2019 Form 10-K”), and subsequent reports filed with the SEC. Definitions for capitalized terms used in this report not defined herein can be found in the 2019 Form 10-K.

References in this Form 10-Q to “we,” “us,” “our,” “Sallie Mae,” “SLM,” and the “Company” refer to SLM Corporation and its subsidiaries, except as otherwise indicated or unless the context otherwise requires.

This report contains “forward-looking” statements and information based on management’s current expectations as of the date of this report. Statements that are not historical facts, including statements about our beliefs, opinions, or expectations and statements that assume or are dependent upon future events, are forward-looking statements. This includes, but is not limited to: statements regarding future developments surrounding COVID-19 or any other pandemic, including, without limitation, statements regarding the potential impact of COVID-19 or any other pandemic on the Company’s business, results of operations, financial condition, and/or cash flows; our expectation and ability to pay a quarterly cash dividend on our common stock in the future, subject to the determination by our Board of Directors, and based on an evaluation of our earnings, financial condition and requirements, business conditions, capital allocation determinations, and other factors, risks, and uncertainties; the Company’s 2020 guidance; the Company’s three-year horizon outlook; the Company’s expectation and ability to execute loan sales and share repurchases; the Company’s projections regarding originations, earnings, and balance sheet position; and any estimates related to accounting standard changes. Forward-looking statements are subject to risks, uncertainties, assumptions, and other factors that may cause actual results to be materially different from those reflected in such forward-looking statements. These factors include, among others, the risks and uncertainties set forth in Item 1A. “Risk Factors” and elsewhere in our 2019 Form 10-K and subsequent filings with the SEC; the societal, business, and legislative/regulatory impact of pandemics and other public heath crises; increases in financing costs; limits on liquidity; increases in costs associated with compliance with laws and regulations; failure to comply with consumer protection, banking, and other laws; changes in accounting standards and the impact of related changes in significant accounting estimates, including any regarding the measurement of our allowance for loan losses and the related provision expense; any adverse outcomes in any significant litigation to which we are a party; credit risk associated with our exposure to third-parties, including counterparties to our derivative transactions; and changes in the terms of education loans and the educational credit marketplace (including changes resulting from new laws and the implementation of existing laws). We could also be affected by, among other things: changes in our funding costs and availability; reductions to our credit ratings; cybersecurity incidents, cyberattacks, and other failures or breaches of our operating systems or infrastructure, including those of third-party vendors; damage to our reputation; risks associated with restructuring initiatives, including failures to successfully implement cost-cutting programs and the adverse effects of such initiatives on our business; changes in the demand for educational financing or in financing preferences of lenders, educational institutions, students, and their families; changes in law and regulations with respect to the student lending business and financial institutions generally; changes in banking rules and regulations, including increased capital requirements; increased competition from banks and other consumer lenders; the creditworthiness of our customers; changes in the general interest rate environment, including the rate relationships among relevant money-market instruments and those of our earning assets versus our funding arrangements; rates of prepayment on the loans that we own; changes in general economic conditions and our ability to successfully effectuate any acquisitions; and other strategic initiatives. The preparation of our consolidated financial statements also requires us to make certain estimates and assumptions, including estimates and assumptions about future events. These estimates or assumptions may prove to be incorrect. All forward-looking statements contained in this quarterly report on Form 10-Q are qualified by these cautionary statements and are made only as of the date of this report. We do not undertake any obligation to update or revise these forward-looking statements to conform such statements to actual results or changes in our expectations.

We report financial results on a GAAP basis and also provide certain non-GAAP core earnings performance measures. The difference between our “Core Earnings” and GAAP results for the periods presented were the unrealized, mark-to-fair value gains/losses on derivative contracts (excluding current period accruals on the derivative instruments), net of tax. These are recognized in GAAP, but not in “Core Earnings” results. We provide “Core Earnings” measures because this is one of several measures management uses when making management decisions regarding our performance and the allocation of corporate resources. Our “Core Earnings” are not defined terms within GAAP and may not be comparable to similarly titled measures reported by other companies. For additional information, see “—Key Financial Measures” and “—‘Core Earnings’ ” in this

Form 10-Q for the quarter ended June 30, 2020 for a further discussion and a complete reconciliation between GAAP net income and “Core Earnings.”

Through this discussion and analysis, we intend to provide the reader with some narrative context for how our management views our consolidated financial statements, additional context within which to assess our operating results, and information on the quality and variability of our earnings, liquidity, and cash flows.

Impact of COVID-19 on Sallie Mae

During the first quarter of 2020, the respiratory disease caused by coronavirus 2019 or COVID-19 (“COVID-19”) began to spread worldwide and has caused significant disruptions to the U.S. and world economies. On March 11, 2020, the World Health Organization declared the COVID-19 outbreak to be a pandemic. On March 13, 2020, President Trump declared a national emergency, which made federal funds available to respond to the crisis. Beginning on March 15, 2020, many businesses closed or reduced hours throughout the U.S. to combat the spread of COVID-19. All 50 states have reported cases of COVID-19 and each has implemented various containment efforts, including lockdowns on non-essential businesses. Early in the second quarter of 2020, severe restrictions were placed on businesses to slow the growth of COVID-19 infections. Many shut down, causing the unemployment rate to increase dramatically, while others instituted a work from home regime. In response, the company offered disaster forbearance to those customers who contacted the company and were negatively affected by COVID-19. As the second quarter of 2020 progressed, cities and states loosened their restrictions, businesses began to re-open, and unemployment rates began to decline. In the latter half of June 2020, the country experienced a significant spike in COVID-19 infections as more people left homes for work and other activities. There continues to be significant uncertainty surrounding the efficacy of measures implemented to mitigate the spread of the virus, and it is unclear how the sudden spike in infections at the end of the second quarter of 2020 will affect the economy. Economists expect the impact of COVID-19 on the U.S. economy will be significant during the remainder of 2020.

The impact of COVID-19 is felt by our colleagues, our customers, and our communities. In response to COVID-19, we implemented efforts to safeguard our team members and enable a remote work environment. In addition, we have taken steps to help our customers in this time of crisis. Further, The Sallie Mae Fund, our charitable arm, has made contributions to assist in our hometown communities. The following discussion highlights how we are responding and the expected impacts of COVID-19 on our business.

The COVID-19 crisis is unprecedented and has had a significant impact on the economic environment globally and in the U.S. While we have highlighted below how we have responded to the pandemic and described its financial impact, there is a significant amount of uncertainty as to the length and breadth of the impact to the U.S. economy and, consequently, on us. Accordingly, the information below should be read in conjunction with our COVID-19 Pandemic risk factor. See Part II, Item 1A. “Risk Factors — COVID-19 Pandemic” in the quarterly report on Form 10-Q for the quarter ended March 31, 2020 for risks associated with COVID-19. See also Part I, Item 1A. “Risk Factors” in our 2019 Form 10-K. In addition, see the forward-looking and cautionary statements discussion above. Forward-looking statements are subject to risks, uncertainties, assumptions, and other factors that may cause actual results to be materially different from those reflected in such forward-looking statements. These factors include, among others, the risks and uncertainties set forth in Item 1A. “Risk Factors” and elsewhere in the 2019 Form 10-K and in the quarterly report on Form 10-Q for the quarter ended March 31, 2020.

Customers and Credit Performance

COVID-19 is having far reaching, negative impacts on individuals, businesses, and, consequently, the overall economy. Specifically, COVID-19 has materially disrupted business operations throughout the country, resulting in significantly higher levels of unemployment or underemployment. As a result, we expect many of our individual customers will experience financial hardship, creating a challenge to meet credit standards for new loan originations and making it difficult, if not impossible, to fulfill their payment obligations to us without temporary assistance. We are monitoring key metrics as early warning indicators of financial hardship, including changes in weekly unemployment claims, enrollment in auto-debit payments, requests for new forbearances, enrollment in hardship payment plans, and early delinquency metrics.

As a result of the negative impact on employment from COVID-19, our customers are experiencing higher levels of financial hardship, which we expect will lead to elevated levels of forbearance, delinquency, and defaults. We expect that, left unabated, this deterioration in forbearance, delinquency, and default rates will persist until such time as the economy and employment return to relatively normal levels. We maintain an allowance for credit losses that incorporates multiple economic scenarios. For the quarter ended June 30, 2020, the company considered the current economic forecasts as well as the significant uncertainty of how the recent spike in COVID-19 infections may affect future unemployment rates and the economy

in estimating the company’s allowance for loan losses. We could experience significant changes in our allowance for loan losses as the year progresses and as the economic impact of the COVID-19 pandemic becomes clearer. The process for determining our allowance contemplates material external factors that may require management adjustments. We used Moody’s Analytics economic forecasts in estimating the losses on our loan portfolio.

Historically we have utilized disaster forbearance for material events, including hurricanes, wildfires, and floods. Disaster forbearance defers payments for as many as 90 days upon enrollment. In accordance with regulatory guidance that encourages lenders to work constructively with customers who have been impacted by COVID-19, we have invoked this same disaster forbearance program to assist our customers through COVID-19 and offered this program across our operations, including through mobile and self-service channels such as chat and IVR to address initial high volumes at the onset of the pandemic. We have since returned to a policy of interacting with 100 percent of these customers through our customer care and collections personnel. Customers requesting a disaster forbearance or an extension of a disaster forbearance are required to speak with our customer care and collections personnel. The first wave of disaster forbearance was granted primarily in 90-day increments. As these forbearances end, we will reduce the disaster forbearance to one-month increments and implement additional discussions between our servicing agents and borrowers to encourage borrowers/cosigners to enter repayment. Customers who receive a disaster forbearance do not progress in delinquency and are not assessed late fees or other fees. During a disaster forbearance, a customer’s credit file will continue to reflect the status of the loan as it was immediately prior to granting the disaster forbearance. During the period of the disaster forbearance, interest will continue to accrue, but is not capitalized to the loan balance after the loan returns to repayment status. In addition, for borrowers exiting disaster forbearance and not eligible for GRP, we may allow them to make interest only payments for 12 months before reverting to full principal and interest payments. If the financial hardship extends beyond 90 days, additional assistance will be available for eligible customers. These programs are applied across our Private Education Loan and Personal Loan portfolios.

We have observed a significant increase in the use of disaster forbearance as businesses have closed in accordance with broadly adopted ‘shelter at home’ policies and unemployment has risen. While the pandemic persists, we expect to see corresponding reductions in the usage of other payment programs and defaults, given the availability of the disaster forbearance. Additionally, we expect to see lower usage of automatic direct debit payments as customers manage the uncertainty associated with the pandemic. For customers experiencing financial hardship unrelated to COVID-19, our normal collection efforts and programs are in place.

We previously disclosed that, beginning in the second quarter of 2020, we planned to revise our credit administration practices to phase in (i) a required six-month period between successive grants of forbearance and between forbearance grants and certain other repayment alternatives (with exceptions for forbearances granted during the first six months following a customer’s grace period and exceptions for contractual interest rate reductions), and (ii) a limitation on the participation of delinquent customers in certain short-term extended or interest-only repayment alternatives to once in 12 months and twice in five years.

We also disclosed that prior to full implementation of the planned credit administration practices changes, which we originally expected to have been completed by year-end 2020, we planned to conduct a controlled testing program on randomly selected customers to measure the impact of the changes on our customers, our credit operations, and key credit metrics. The testing commenced in October 2019 for some of the planned changes on a very small percentage of our total portfolio and we originally expected to expand the number of borrowers in repayment who would be subject to the new credit administration practices. However, due to the COVID-19 pandemic, we have postponed our efforts to roll out in a methodical approach the implementation of the credit administration practices changes and related testing until the fourth quarter of 2020 so that we can be more flexible in dealing with our customers’ financial hardship. Management now expects to have completed implementation of the planned credit administration practices changes by year-end 2022. However, we may modify or delay the contemplated practice changes, the proposed timeline, or the method of implementation as we learn more about the impacts of the program on our customers.

To make it as easy as possible to access the assistance they need, we have communicated to our customers multiple times and in multiple ways. At the start of the pandemic, we sent all our customers an email explaining their self-serve options and how to contact us if they need assistance. We continue to send e-mails to those customers who have enrolled for COVID-19 disaster forbearance and we regularly update our Website at www.SallieMae.com/coronavirus with the latest information on how our customers can access their account and get assistance or payment relief, if needed. We expect that, as the economic impact of COVID-19 evolves, we will continue to evaluate the measures we have put in place to assist our customers during

this unprecedented time. We continue to adapt and evolve our customer care and collections practices to meet the needs of our customers, while operating in a safe and sound manner.

Our Team Members

Our team members have been affected by COVID-19 in many ways, including disruptions due to unexpected school and day-care closings, family underemployment or unemployment, and learning how to work remotely and, in some cases, with new tools and technology to learn and support that work. Our goal has been to support our people during the present uncertainty while meeting the needs of our customers and providing business continuity. Early in the crisis, we provided our people with information about best practices to prevent the spread of COVID-19 and other viruses or illnesses. We recommended non-customer facing team members work from home and reduced office density to create space to implement social distancing protocols for those required to work in our offices. Later, we enabled substantially all of our workforce to work remotely. In addition, we have limited in-person meetings, non-employee visits to our locations, and non-essential business travel.

Based on the national and local guidelines, we are developing a principles-based, phased-in approach for returning to the office, which will differ for each of our office locations. We have gathered team members’ feedback and are considering social distancing measures, workplace layout, employee schedules, and sanitation policies for each phase. The phases are a flexible framework that may shift over time as we monitor guidelines from our national and local governments and prepare for workplace readiness. We are anticipating a limited reopening of our office locations at some point in the latter half of 2020; however, this could change and be delayed due to the uncertainty regarding the recent surge in COVID-19 cases.

To further protect the health and welfare of our people and respond to their individual circumstances, we have provided additional wellness assistance. For team members who were required to work in our offices, we provided up to five additional days of paid time off for illness or to resolve family issues. We have also encouraged team members who potentially have been exposed to COVID-19 to self-quarantine for 14 days while we continue to pay them. To ease access to medical assistance, we are waiving co-payments for COVID-19 testing and telemedicine for those team members enrolled in our health insurance plans.

Operations

We have robust pandemic and business continuity plans that include our business units and technology environments. When COVID-19 advanced to a pandemic, we activated our business continuity plan (the “Plan”). As an element of the Plan, we activated our Executive Crisis Management Team (“ECMT”), a group of the most senior managers across the enterprise. The ECMT directed a series of activities to address the health and safety of our workforce, to assist customers, to sustain business operations, and to address our management of other ongoing pandemic activities.

In response to a growing infected population across the United States, we executed plans for social-distancing in our facilities and implemented work-from-home contingencies. As the virus spread, we created remote-working capabilities for our call center agents and consulted with regulators about our plans. We also completed a series of additional steps to appropriately ensure compliance with our telecommuting policy. The policy is designed to create a secure at-home work environment that protects our customers’ information and transactions while also providing the necessary technology capabilities to enable effective remote-working for our team members.

In addition, we quickly trained more customer service agents on our chat functionality to increase their ability to work efficiently in a work-from-home environment, and we enhanced the functionality of our chatbot, IVR, mobile app, and website features to help our customers manage their accounts, make or postpone payments, and request hardship relief.

Initially there was a modest decline in productivity as our people adjusted to the significant change in their work experience. However, we largely have seen productivity return to pre-COVID-19 rates and customer satisfaction survey results also have returned to pre-crisis levels. We currently believe our technology infrastructure is sufficient to maintain a remote-working environment for the vast majority of our workforce for the foreseeable future. The level and ability of our team members to continue working from home could change, however, as conditions surrounding COVID-19 evolve and infections increase, or if there are interruptions in the internet infrastructure where our people live or if our internet service providers are otherwise adversely affected.

Liquidity and Capital

Over the course of 2019, we significantly increased our overall liquidity position for risk management purposes and enhanced our liquidity stress testing regime. As a result of these efforts and the activities that occurred in the first quarter of 2020, described below, we currently believe our liquidity position is stable and we expect to be able to fund our business operations in 2020. However, because of disruptions in the capital markets, we have implemented our Contingency Funding

Plan, which entails monitoring and reporting to management our liquidity position and the health of deposit and asset-backed securities markets. In times of financial distress, we often see a flight to quality, where investors seek safer places to invest their money, such as banks and in guaranteed securities such as U.S. Treasuries and government- sponsored debt and mortgage-backed securities. We are currently seeing similar trends in the marketplace during this crisis and expect that as a well-capitalized insured depository institution, we will have ample access to deposit markets. Maintaining our focus on earnings quality as well as prudent liquidity management, we have actively managed the cost of our retail deposits downward in response to the rapid downturn in short-term interest rates in the first half of 2020. Despite the lower deposit rates, we have experienced only moderate retail deposit outflows, primarily in term CDs, that are within the outflow targets our Asset and Liability Committee approved. We manage our capital position through a rigorous capital stress testing regime. As a result, we believe that, given the high quality of our Private Education Loan portfolio, we have sufficient capital to withstand our current estimate of the expected downturn. If circumstances surrounding COVID-19 continue to change in a significantly adverse way, however, it is possible our liquidity and regulatory capital position could be materially and adversely affected, which could materially and adversely impact our business operations and our overall financial condition.

Regulatory agencies have also provided regulatory capital relief to financial institutions as a result of the crisis. See “ — Financial Results” for additional discussion regarding the regulatory relief.

2020-A Securitization

On February 12, 2020, we executed the $636 million SMB Private Education Loan Trust 2020-A term ABS transaction, which was accounted for as a secured financing. We sold $636 million of notes to third parties and retained a 100 percent interest in the residual certificates issued in the securitization, raising approximately $634 million of gross proceeds. The Class A and Class B notes had a weighted average life of 4.18 years and priced at a weighted average LIBOR equivalent cost of 1- month LIBOR plus 0.88 percent.

We elected not to execute a securitization transaction in the second quarter of 2020, in light of the relatively unattractive credit spreads pervasive in the ABS market at the time. We saw improvement in these spreads at the end of the second quarter of 2020 and we will evaluate the attractiveness of issuance in the future in the context of other funding sources.

Amended and Increased Secured Borrowing Facility

On February 19, 2020, we amended and extended the maturity of our Secured Borrowing Facility, discussed in Note 6, “Borrowings.” The amended Secured Borrowing Facility is a $2 billion Secured Borrowing Facility (previously $750 million before the amendment), under which the full $2 billion is available for us to draw. Under the amended Secured Borrowing Facility, we incur financing costs on unused borrowing capacity and on outstanding advances. The amended Secured Borrowing Facility extended the revolving period, during which we may borrow, repay, and reborrow funds, until February 17, 2021. The scheduled amortization period, during which amounts outstanding under the Secured Borrowing Facility must be repaid, ends on February 17, 2022 (or earlier, if certain material adverse events occur).

2020 Loan Sales

In the first quarter of 2020, we sold $3.1 billion of our Private Education Loans, including $2.9 billion of principal, $199 million in capitalized interest, and $12 million in accrued interest, to unaffiliated third parties. There were VIEs created in the execution of certain of these loans sales; however, based on our consolidation analysis, we are not the primary beneficiary of these VIEs. These transactions qualified for sale treatment and removed the balance of the loans from our balance sheet on the respective settlement dates, and we recognized a $239 million gain from the sale of these loans. We remained the servicer of these loans pursuant to applicable servicing agreements executed in connection with the sales.

Share Repurchase Programs and Common Stock Dividends

Under the 2019 Share Repurchase Program, we repurchased 3 million shares in the first quarter of 2020 with the $33 million of remaining capacity under the 2019 Share Repurchase Program that was available as of December 31, 2019.

On January 22, 2020, we announced the 2020 Share Repurchase Program, which was effective upon announcement and expires on January 21, 2022, and permits us to repurchase shares of our common stock from time to time up to an aggregate repurchase price not to exceed $600 million.

On March 10, 2020, we entered into an ASR with a third-party financial institution under which we paid $525 million for an upfront delivery of our common stock and a forward agreement. On March 11, 2020, the third-party financial institution delivered to us approximately 44.9 million shares. The final total actual number of shares of common stock to be delivered to us pursuant to the forward agreement will be based generally upon a discount to the Rule 10b-18 volume-weighted average price

at which the shares of our common stock trade during the regular trading sessions on the Nasdaq Global Select Market during the term of the ASR. At settlement of the forward agreement, the third-party financial institution may be obligated to deliver additional shares of common stock to us or we may be obligated to make delivery of common stock or a cash payment to them, at our option. The transactions are accounted for as equity transactions and are included in treasury stock when the shares are received, at which time there is an immediate reduction in the weighted average common shares calculation for basic and diluted earnings per share. We expect final settlement of the share repurchases under the ASR to occur before or during the first quarter of 2021.

We expect that the Bank will pay dividends to the Company as may be necessary to enable the Company to pay any declared dividends on its Series B Preferred Stock and common stock and to consummate any common share repurchases by the Company under its share repurchase programs. The Bank declared $27 million in dividends for the quarter ended June 30, 2020, and $568 million in dividends for the six months ended June 30, 2020, with the proceeds from the six months ended June 30, 2020 primarily used to fund the 2020 Share Repurchase Program and stock dividends.

Regulatory

We are regulated by the FDIC, the UDFI and the Consumer Financial Protection Bureau. These agencies have encouraged regulated entities to work constructively with customers affected by COVID-19 and have provided guidance regarding loan modifications.

The federal banking regulators have stated that working with customers who are current on existing loans, either individually or as part of a program for creditworthy customers who are experiencing short-term financial or operational problems as a result COVID-19, generally would not be considered TDRs. For modification programs, such as forbearance, designed to provide temporary relief for current customers affected by COVID-19, we may presume that customers who are current on payments are not experiencing financial difficulties at the time of the modification for purposes of determining TDR status, and thus no further TDR analysis is required for each loan modification in the program.

In addition, the regulators have indicated their examiners will exercise judgment in reviewing loan modifications, including TDRs, and will not automatically adversely risk-rate credits that are affected by COVID-19, including those considered TDRs. Regardless of whether modifications result in loans being considered TDRs or adversely classified, bank examiners have indicated they will not criticize prudent efforts to modify the terms of existing loans to affected customers.

We have briefed our regulators on the actions taken to date, including the vast majority of our employees working from home and the exceptions we have granted to our existing policies, and on privacy and security issues and how these risks have been mitigated in a work-from-home environment.

Community

We understand that the communities in which our employees live, work, and serve are also suffering financial distress as a result of COVID-19. Due to the growing needs of our neighbors, many of the organizations in place to provide assistance are overburdened. In March 2020, The Sallie Mae Fund donated a total of $1 million to local food banks in states home to Sallie Mae facilities. Each of the five organizations received a $200,000 grant from The Sallie Mae Fund to support emergency response efforts to combat food insecurity for those in the community impacted by the COVID-19 pandemic.

Financial Results

We estimate that the expected losses related to the financial crisis caused by COVID-19 have resulted in an increase in our provision for credit losses by approximately $243 million in the second quarter of 2020 and $397 million for the six months ended June 30, 2020. Offsetting the increase in the provision for credit losses for the six months ended June 30, 2020 was a $162 million negative provision for credit losses from the sale of $3.1 billion in loans in the first quarter of 2020.

Loans in forbearance as a percentage of loans in repayment and forbearance was 9.3 percent at June 30, 2020, compared to 3.6 percent at June 30, 2019. The majority of our disaster forbearances were entered into during March and April of 2020 because of COVID-19 and the resulting shelter-at-home guidance that caused many businesses to shut down during the early part of the pandemic. When these disaster forbearances expire (many of which did in June 2020), they are no longer considered in forbearance until the borrower requests and is granted an additional forbearance. We expect these borrowers to begin to request these additional disaster forbearances in July as they approach their next scheduled payment. Higher forbearance rates in the second quarter and first half of 2020 compared with the year-ago periods are primarily a result of our working with customers affected by COVID-19.

Colleges, universities, and trade schools continue to announce their academic year 2020-2021 plans, and their plans for in-person learning for the fall semester. A majority of campuses have announced hybrid learning, which includes a mix of online and in-person classes and scaled back campus options, including limiting the number of students in dormitories. Other campuses will deliver classes primarily online with virtually no face-to-face campus experience. Our application volumes have begun to decrease, and our current expectation is that our Private Education Loan origination volumes will decline in 2020 compared with 2019 originations. The size of the expected decline in loan originations depends upon many factors, including the economic impact caused by the continued spread of the virus, student interest to enroll this fall, updates to our pricing and underwriting strategies, and the competitive environment

On March 27, 2020, President Trump signed into law the CARES Act, which, among other things, allows us to (i) elect to suspend the requirements under GAAP for loan modifications related to COVID-19 that would otherwise be categorized as TDRs, and (ii) suspend any determination of a loan modified as a result of the effects of COVID-19 as being a TDR, including impairment for accounting purposes.

We have elected to suspend TDR accounting for modifications of loans that occur as a result of COVID-19 for the applicable period of the CARES Act relief. The relief from TDR guidance applies to modifications of loans that were not more than 30 days past due as of December 31, 2019, and that occur during the period beginning on March 1, 2020, and ending on the earlier of (i) sixty days after the date on which the national emergency related to the COVID-19 outbreak is terminated, or (ii) December 31, 2020.

On March 27, 2020, the federal banking agencies published an interim final rule that provides those banking organizations that adopt CECL during the 2020 calendar year with the option to delay for two years, and then phase in over the following three years, the effects on regulatory capital of CECL relative to the incurred loss methodology. We have elected to use this option. Under this interim final rule, because we have elected to use the deferral option, the regulatory capital impact of our transition adjustments recorded on January 1, 2020 from the adoption of CECL will be deferred for two years. In addition, from January 1, 2020 through the end of the two-year deferral period, 25 percent of the ongoing impact of CECL on our allowance for loan losses, retained earnings, and average total consolidated assets, each as reported for regulatory capital purposes, will be added to the deferred transition amounts (“adjusted transition amounts”) and deferred for the two-year period. At the conclusion of the two-year period (i.e., beginning January 1, 2022), the adjusted transition amounts will be phased in for regulatory capital purposes at a rate of 25 percent per year, with the phased-in amounts included in regulatory capital at the beginning of each year. Our January 1, 2020 CECL transition amounts increased the allowance for loan losses by $1.1 billion, increased the liability representing our off-balance sheet exposure for unfunded commitments by $116 million, and increased our deferred tax asset by $306 million, resulting in a cumulative effect adjustment that reduced retained earnings by $953 million. This transition adjustment was inclusive of qualitative adjustments incorporated into our CECL allowance as necessary, to address any limitations in the models used.

At June 30, 2020, the adjusted transition amounts, subject to changes over the two-year phase-in period, that will be deferred for regulatory capital purposes are as follows:


	Transition Amounts		Adjustments for the Six Months Ended		Adjusted Transition Amounts
(Dollars in thousands)	January 1, 2020		June 30, 2020		June 30, 2020

Retained earnings	$	952,639	$	78,019	$	1,030,658
Allowance for loan losses	1,143,053		86,090		1,229,143
Liability for unfunded commitments	115,758		(8,070)		107,688
Deferred tax asset	306,171		—		306,171

Selected Financial Information and Ratios


	Three Months Ended June 30,									Six Months Ended June 30,
(In thousands, except per share data and percentages)	2020			2019			2020			2019

Net income (loss) attributable to SLM Corporation common stock	$	(87,689)		$	145,946		$	271,020		$	299,667
Diluted earnings (loss) per common share attributable to SLM Corporation	$	(0.23)		$	0.34		$	0.69		$	0.69
Weighted average shares used to compute diluted earnings per share	375,009			432,253			395,191			435,233
Return on assets⁽¹⁾	(1.1)		%	2.1		%	1.8		%	2.2		%


Other Operating Statistics
Ending Private Education Loans, net	$	19,792,515		$	21,394,781		$	19,792,515		$	21,394,781
Ending FFELP Loans, net	752,021			813,028			752,021			813,028
Ending total education loans, net	$	20,544,536		$	22,207,809		$	20,544,536		$	22,207,809

Ending Personal Loans, net	$	609,051		$	1,060,837		$	609,051		$	1,060,837
Ending Credit Cards, net	$	10,344		$	—		$	10,344		$	—

Average education loans	$	22,352,374		$	22,569,385		$	23,315,771		$	22,570,076
Average Personal Loans	$	836,342		$	1,149,247		$	905,007		$	1,162,782
__________
(1) We calculate and report our Return on Assets as the ratio of (a) GAAP net income (loss) numerator (annualized) to (b) the GAAP total average assets denominator.

Overview

The following discussion and analysis presents a review of our business and operations as of and for the three and six months ended June 30, 2020.

Key Financial Measures

Our operating results are primarily driven by net interest income from our Private Education Loan portfolio, gains and losses on loan sales, provision expense for credit losses, and operating expenses. The growth of our business and the strength of our financial condition are primarily driven by our ability to achieve our annual Private Education Loan origination goals while sustaining credit quality and maintaining cost-efficient funding sources to support our originations. A brief summary of our key financial measures (net interest income; loan sales and secured financings, allowance for loan losses; charge-offs and delinquencies; operating expenses; “Core Earnings;” Private Education Loan originations; and funding sources) can be found in Part II, Item 7. “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in our 2019 Form 10-K.

Results of Operations

We present the results of operations below on a consolidated basis in accordance with GAAP.

GAAP Consolidated Statements of Operations (Unaudited)


	Three Months Ended June 30,						Increase (Decrease)						Six Months Ended June 30,				Increase (Decrease)
(In millions, except per share data)	2020		2019		$		%		2020		2019		$		%
Interest income:
Loans	$	480	$	554	$	(74)	(13)	%	$	1,036	$	1,107	$	(71)	(6)	%
Investments	3		2		1		50		5		3		2		67
Cash and cash equivalents	2		18		(16)		(89)		19		30		(11)		(37)
Total interest income	485		574		(89)		(16)		1,060		1,140		(80)		(7)
Total interest expense	136		177		(41)		(23)		311		341		(30)		(9)
Net interest income	349		397		(48)		(12)		749		799		(50)		(6)
Less: provisions for credit losses	352		93		259		278		413		157		256		163
Net interest income (loss) after provisions for credit losses	(3)		304		(307)		(101)		336		642		(306)		(48)
Non-interest income:
Gains on sales of loans, net	—		—		—		—		239		—		239		100

Gains on derivatives and hedging activities, net	4		17		(13)		(76)		49		19		30		158
Other income	25		2		23		1,150		33		16		17		106
Total non-interest income	29		19		10		53		321		35		286		817
Non-interest expenses:


Total non-interest expenses	142		139		3		2		289		279		10		4
Income (loss) before income tax expense (benefit)	(116)		184		(300)		(163)		368		398		(30)		(8)
Income tax expense (benefit)	(31)		34		(65)		(191)		91		90		1		1
Net income (loss)	(85)		150		(235)		(157)		277		308		(31)		(10)
Preferred stock dividends	3		4		(1)		(25)		6		8		(2)		(25)
Net income (loss) attributable to SLM Corporation common stock	$	(88)	$	146	$	(234)	(160)	%	$	271	$	300	$	(29)	(10)	%
Basic earnings (loss) per common share attributable to SLM Corporation	$	(0.23)	$	0.34	$	(0.57)	(168)	%	$	0.69	$	0.69	$	—	—	%
Diluted earnings (loss) per common share attributable to SLM Corporation	$	(0.23)	$	0.34	$	(0.57)	(168)	%	$	0.69	$	0.69	$	—	—	%
Declared dividends per common share attributable to SLM Corporation	$	0.06	$	0.06	$	—	—	%	$	0.09	$	0.09	$	—	—	%

GAAP Consolidated Earnings (Loss) Summary

Three Months Ended June 30, 2020 Compared with Three Months Ended June 30, 2019

For the three months ended June 30, 2020, net loss was $85 million, or $0.23 loss per common share, compared with net income of $150 million, or $0.34 diluted earnings per common share, for the three months ended June 30, 2019.

The primary drivers of changes in net income (loss) for the current quarter compared with the year-ago quarter are as follows:

•Net interest income decreased by $48 million in the current quarter compared with the year-ago quarter primarily due to a $313 million decrease in average Personal Loans and $157 million decrease in average Private Education Loans outstanding at the end of the current quarter, as well as a 133 basis point decrease in the net interest margin. The decrease in net interest margin was caused primarily by the yield on our Private Education Loans declining by 106 basis points while our cost of funds declined by 93 basis points, and a $4.3 billion increase in average cash and other short-term investments and taxable securities. The increase in our cash and cash equivalents balance was associated with our efforts to increase overall liquidity levels for risk management purposes. Yields on cash and other short-term investments and taxable securities are much lower than yields on consumer loans, which reduces the weighted average yield on our interest-earning assets and our net interest margin. The overall impact of the increased liquidity in the second-quarter 2020 reduced the net interest margin by approximately $15 million compared with the year-ago quarter.

•Provisions for credit losses in the current quarter increased by $259 million compared with the year-ago quarter. This increase was primarily a result of our increasing the allowance for loan losses in response to the significant impact COVID-19 is expected to have on future losses. We estimate that expected losses related to the financial crisis caused by COVID-19 have resulted in an increase in our provision for credit losses by approximately $243 million in the current quarter. In addition, we adopted CECL in the first quarter of 2020, requiring a life of loan allowance. Prior to the adoption of CECL, the estimate for the allowance for loan losses used a 12-month loss emergence period.

•Gains on derivatives and hedging activities, net, was a net gain of $4 million in the second quarter of 2020, compared with a net gain of $17 million in the year-ago quarter. The year-ago quarter was favorably impacted by an additional $1.6 billion in notional derivative contracts entered into during the second quarter of 2019 that were economic hedges but did not receive hedge accounting treatment. These derivatives, as well as other derivative contracts that did not receive hedge accounting treatment, were favorably affected by interest rates during the second quarter of 2019.

•Other income was $25 million in the second quarter of 2020, compared with other income of $2 million in the year-ago quarter. The increase of $23 million in the second quarter of 2020 was primarily due to an $11 million gain from the sale of our Upromise subsidiary and an increase of $5 million in third-party servicing fees resulting from the sale of $3.1 billion of loans in the first quarter of 2020. In addition, the second quarter of 2019 was negatively affected by a $4 million reduction in the tax indemnification receivable related to uncertain tax positions.

•Second-quarter 2020 non-interest expenses were $142 million, compared with $139 million in the year-ago quarter. The increase in non-interest expenses was primarily driven by $12 million in higher costs related to the increase in owned and serviced loans and other initiatives, that were offset by the suspension of the Personal Loan product and lower costs due to COVID-19.

•Second-quarter 2020 income tax benefit was $31 million, compared with $34 million income tax expense in the year-ago quarter. Our effective income tax rate increased to 26.5 percent in the second quarter of 2020 from 18.4 percent in the year-ago quarter, which included $11 million in tax credits. Absent this item, the effective tax rate for the second quarter of 2019 would have been 23.4 percent. The increase in the effective tax rate in the second quarter of 2020 was partially due to an increase in current year reserves for uncertain tax positions.

Six Months Ended June 30, 2020 Compared with Six Months Ended June 30, 2019

For the six months ended June 30, 2020, net income was $277 million, or $0.69 diluted earnings per common share, compared with net income of $308 million, or $0.69 diluted earnings per common share, for the six months ended June 30, 2019.

The primary drivers of changes in net income for the first six months of 2020 compared with the year-ago period are as follows:

• Net interest income decreased by $50 million in the first six months of 2020 compared with the year-ago period primarily due to a 126 basis point decrease in net interest margin, which was partially offset by a $488 million increase in average loans outstanding. Net interest margin decreased because the yield on our Private Education Loan portfolio decreased by 84 basis points while our costs of funds only decreased by 67 basis points. In addition, we held an additional $4.2 billion in average cash and other short-term investments and taxable securities in the first six months of 2020 compared with the year-ago period. The increase in our cash and cash equivalents balance was associated with our efforts to increase overall liquidity levels for risk management purposes. Yields on cash and other short-term investments and taxable securities are much lower than yields on consumer loans, which reduces the weighted average yield on our interest-earning assets and our net interest margin. The overall impact of the increased liquidity in the first six months of 2020 reduced the net interest margin by approximately $26 million compared with the year-ago period.

• Provisions for credit losses increased $256 million in the first six months of 2020 compared with the year-ago period. This increase was primarily a result of our increasing the allowance for loan losses in response to the significant impact COVID-19 is expected to have on future losses. We estimate that the expected losses related to the financial crisis caused by COVID-19 have resulted in an increase in our provision for credit losses by approximately $397 million for the first six months of 2020. This increase was offset by the sale of $3.1 billion of loans in the first quarter of 2020, which resulted in a negative provision of $162 million.

• Gains on sales of loans, net, were $239 million in the first six months of 2020 as a result of the sale of $3.1 billion of Private Education Loans to unaffiliated third parties. There were no loan sales in the first six months of 2019.

• Gains on derivatives and hedging activities, net, increased $30 million in the first six months of 2020 compared with the year-ago period. The increase was driven by a significant decrease in interest rates during 2020 as a result of the economic impact of the COVID-19 pandemic, which made our receive/pay variable interest rate swaps that are not designated as accounting hedges, but are economic hedges, to increase in value.

• In the first six months of 2020, other income increased $17 million from the year-ago period primarily due to an $11 million gain from the sale of our Upromise subsidiary in the second quarter of 2020, and an increase of $6 million in third-party servicing fees.

• First-half 2020 non-interest expenses were $289 million, compared with $279 million in the year-ago period. The increase in non-interest expenses was primarily driven by growth in the serviced and owned loan portfolio, CEO transition costs and costs related to other initiatives, that were offset by the suspension of the Personal Loan product and lower costs due to COVID-19.

•First-half 2020 income tax expense was $91 million, compared with $90 million in the year-ago period. The effective tax rate increased in the first six months of 2020 to 24.7 percent from 22.6 percent in the year-ago period. The increase in the effective tax rate was primarily driven by tax credits recorded in 2019.

“Core Earnings”

We prepare financial statements in accordance with GAAP. However, we also produce and report our after-tax earnings on a separate basis that we refer to as “Core Earnings.” The difference between our non-GAAP “Core Earnings” and GAAP results for periods presented generally is driven by the unrealized, mark-to-fair value gains (losses) on derivatives contracts recognized in GAAP, but not in “Core Earnings.”

“Core Earnings” recognizes the difference in accounting treatment based upon whether a derivative qualifies for hedge accounting treatment. We enter into derivative instruments to economically hedge interest rate and cash flow risk associated

with our portfolio. We believe that our derivatives are effective economic hedges and, as such, are a critical element of our interest rate risk management strategy. Those derivative instruments that qualify for hedge accounting treatment have their related cash flows recorded in interest income or interest expense along with the hedged item. Some of our derivatives do not qualify for hedge accounting treatment and the stand-alone derivative must be marked-to-fair value in the income statement with no consideration for the corresponding change in fair value of the hedged item. These gains and losses, recorded in “Gains (losses) on derivatives and hedging activities, net,” are primarily caused by interest rate volatility and changing credit spreads during the period as well as the volume and term of derivatives not receiving hedge accounting treatment. Cash flows on derivative instruments that do not qualify for hedge accounting are not recorded in interest income and interest expense; they are recorded in non-interest income: “Gains (losses) on derivatives and hedging activities, net.”

The adjustments required to reconcile from our GAAP results of operations to our “Core Earnings” results, net of tax, relate to differing treatments for our derivative instruments used to hedge our economic risks that do not qualify for hedge accounting treatment. The amount recorded in “Gains (losses) on derivatives and hedging activities, net” includes (i) the accrual of the current payment on the interest rate swaps that do not qualify for hedge accounting treatment and (ii) the change in fair values related to future expected cash flows for derivatives that do not qualify for hedge accounting treatment. For purposes of “Core Earnings,” we include in GAAP earnings the current period accrual amounts (interest reclassification) on the swaps and exclude the change in fair values for those derivatives not qualifying for hedge accounting treatment. “Core Earnings” is meant to represent what earnings would have been had these derivatives qualified for hedge accounting and there was no ineffectiveness.

“Core Earnings” are not a substitute for reported results under GAAP. We provide a “Core Earnings” basis of presentation because (i) earnings per share computed on a “Core Earnings” basis is one of several measures we utilize in establishing management incentive compensation, and (ii) we believe it better reflects the financial results for those derivatives that are economic hedges of interest rate risk, but which do not qualify for hedge accounting treatment.

GAAP provides a uniform, comprehensive basis of accounting. Our “Core Earnings” basis of presentation differs from GAAP in the way it treats derivatives as described above.

The following table shows the amount in “Gains on derivatives and hedging activities, net” that relates to the interest reclassification on the derivative contracts.


	Three Months Ended June 30,						Six Months Ended June 30,
(Dollars in thousands)	2020		2019		2020		2019

Unrealized gains on instruments not in a hedging relationship	$	(7,853)	$	18,242	$	34,459	$	22,444
Interest reclassification	11,604		(1,506)		14,964		(2,945)
Gains on derivatives and hedging activities, net	$	3,751	$	16,736	$	49,423	$	19,499

The following table reflects adjustments associated with our derivative activities.


	Three Months Ended June 30,						Six Months Ended June 30,
(Dollars in thousands, except per share amounts)	2020		2019		2020		2019

“Core Earnings” adjustments to GAAP:

GAAP net income (loss)	$	(85,211)	$	150,277	$	276,962	$	308,466
Preferred stock dividends	2,478		4,331		5,942		8,799
GAAP net income (loss) attributable to SLM Corporation common stock	$	(87,689)	$	145,946	$	271,020	$	299,667

Adjustments:
Net impact of derivative accounting⁽¹⁾	7,853		(18,242)		(34,459)		(22,444)
Net tax expense (benefit)⁽²⁾	1,918		(4,458)		(8,412)		(5,485)
Total “Core Earnings” adjustments to GAAP	5,935		(13,784)		(26,047)		(16,959)

“Core Earnings” (loss) attributable to SLM Corporation common stock	$	(81,754)	$	132,162	$	244,973	$	282,708

GAAP diluted earnings (loss) per common share	$	(0.23)	$	0.34	$	0.69	$	0.69
Derivative adjustments, net of tax	0.01		(0.03)		(0.07)		(0.04)
“Core Earnings” diluted earnings (loss) per common share	$	(0.22)	$	0.31	$	0.62	$	0.65

______

(1) Derivative Accounting: “Core Earnings” exclude periodic unrealized gains and losses caused by the mark-to-fair value valuations on derivatives that do not qualify for hedge accounting treatment under GAAP, but include current period accruals on the derivative instruments. Under GAAP, for our derivatives held to maturity, the cumulative net unrealized gain or loss over the life of the contract will equal $0.

(2) “Core Earnings” tax rate is based on the effective tax rate at the Bank where the derivative instruments are held.

The following table reflects our provisions for credit losses and total portfolio net charge-offs:


	Three Months Ended June 30,						Six Months Ended June 30,
(Dollars in thousands)	2020		2019		2020		2019

Provisions for credit losses	$	351,887	$	93,375	$	413,145	$	157,165
Total portfolio net charge-offs	$	(39,637)	$	(67,243)	$	(101,068)	$	(115,699)

In 2020, we began to evaluate management’s performance internally using a measure that starts with “Core Earnings” net income as disclosed above for a period, and further adjusting it by increasing it by the impact of GAAP provisions for credit losses, and decreasing it by the total portfolio net charge-offs recorded in that period, net of the tax impact of these adjustments.

Financial Condition

Average Balance Sheets

The following table reflects the rates earned on interest-earning assets and paid on interest-bearing liabilities and reflects our net interest margin on a consolidated basis.


	Three Months Ended June 30,														Six Months Ended June 30,
	2020						2019						2020				2019
(Dollars in thousands)	Balance		Rate		Balance		Rate		Balance		Rate		Balance		Rate
Average Assets
Private Education Loans	$	21,590,905	8.33	%	$	21,748,247	9.39	%	$	22,546,874	8.60	%	$	21,740,579	9.44	%
FFELP Loans	761,469		3.82		821,138		5.01		768,897		4.06		829,497		4.98
Personal Loans	836,342		12.54		1,149,247		12.00		905,007		12.31		1,162,782		11.90
Taxable securities	1,479,811		0.80		237,031		2.91		993,347		1.12		212,919		2.97
Cash and other short-term investments	6,165,993		0.11		3,122,740		2.33		6,042,897		0.63		2,581,071		2.32
Total interest-earning assets	30,834,520		6.33	%	27,078,403		8.50	%	31,257,022		6.82	%	26,526,848		8.67	%

Non-interest-earning assets	(17,541)				1,377,427				137,035				1,271,729

Total assets	$	30,816,979			$	28,455,830			$	31,394,057			$	27,798,577

Average Liabilities and Equity
Brokered deposits	$	13,041,724	1.81	%	$	11,169,067	2.78	%	$	13,375,496	2.07	%	$	10,856,381	2.75	%
Retail and other deposits	10,761,037		1.55		9,244,655		2.57		10,696,545		1.83		9,081,000		2.54
Other interest-bearing liabilities⁽¹⁾	4,793,262		3.00		4,522,248		3.57		4,835,062		3.14		4,396,946		3.60
Total interest-bearing liabilities	28,596,023		1.91	%	24,935,970		2.84	%	28,907,103		2.16	%	24,334,327		2.83	%

Non-interest-bearing liabilities	138,654				439,133				175,745				417,618
Equity	2,082,302				3,080,727				2,311,209				3,046,632
Total liabilities and equity	$	30,816,979			$	28,455,830			$	31,394,057			$	27,798,577

Net interest margin			4.55	%			5.88	%			4.82	%			6.08	%

_________________

⁽¹⁾ Includes the average balance of our unsecured borrowing, as well as secured borrowings and amortization expense of transaction costs related to our term asset-backed securitizations and our Secured Borrowing Facility.

Rate/Volume Analysis

The following rate/volume analysis shows the relative contribution of changes in interest rates and asset volumes.


(Dollars in thousands)	Decrease		Change Due To⁽¹⁾
							Rate	Volume
Three Months Ended June 30, 2020 vs. 2019
Interest income	$	(88,927)	$	(159,232)	$	70,305
Interest expense	(40,834)		(63,527)		22,693
Net interest income	$	(48,093)	$	(96,921)	$	48,828

Six Months Ended June 30, 2020 vs. 2019
Interest income	$	(80,447)	$	(267,770)	$	187,323
Interest expense	(30,189)		(88,771)		58,582
Net interest income	$	(50,258)	$	(181,695)	$	131,437

_________________

⁽¹⁾ Changes in income and expense due to both rate and volume have been allocated in proportion to the relationship of the absolute dollar amounts of the change in each. The changes in income and expense are calculated independently for each line in the table. The totals for the rate and volume columns are not the sum of the individual lines.

Summary of Our Loan Portfolio

Ending Loan Balances, net


	June 30, 2020
(Dollars in thousands)	Private Education Loans			FFELP Loans			Personal Loans			Credit Cards			Total Portfolio
Total loan portfolio:
In-school⁽¹⁾	$	3,487,000		$	101		$	—		$	—		$	3,487,101
Grace, repayment and other⁽²⁾	17,998,465			754,239			772,086			10,706			19,535,496
Total, gross	21,485,465			754,340			772,086			10,706			23,022,597
Deferred origination costs and unamortized premium/(discount)	67,609			2,066			302			680			70,657
Allowance for loan losses	(1,760,559)			(4,385)			(163,337)			(1,042)			(1,929,323)
Total loan portfolio, net	$	19,792,515		$	752,021		$	609,051		$	10,344		$	21,163,931

% of total	93		%	4		%	3		%	—		%	100		%

^____________

⁽¹⁾Loans for customers still attending school and who are not yet required to make payments on the loans.

⁽²⁾Includes loans in deferment or forbearance. Loans in repayment include loans on which borrowers are making interest only or fixed payments, as well as loans that have entered full principal and interest repayment status after any applicable grace period.


	December 31, 2019
(Dollars in thousands)	Private Education Loans			FFELP Loans			Personal Loans			Credit Cards			Total Portfolio
Total loan portfolio:
In-school⁽¹⁾	$	4,288,239		$	81		$	—		$	—		$	4,288,320
Grace, repayment and other⁽²⁾	18,901,352			783,225			1,049,007			3,884			20,737,468
Total, gross	23,189,591			783,306			1,049,007			3,884			25,025,788
Deferred origination costs and unamortized premium/(discount)	81,224			2,143			513			36			83,916
Allowance for loan losses	(374,300)			(1,633)			(65,877)			(102)			(441,912)
Total loan portfolio, net	$	22,896,515		$	783,816		$	983,643		$	3,818		$	24,667,792

% of total	93		%	3		%	4		%	—		%	100		%

^____________

⁽¹⁾Loans for customers still attending school and who are not yet required to make payments on the loans.

Average Loan Balances (net of unamortized premium/discount)


	Three Months Ended June 30,														Six Months Ended June 30,
(Dollars in thousands)	2020						2019						2020				2019
Private Education Loans	$	21,590,905	93	%	$	21,748,247	92	%	$	22,546,874	93	%	$	21,740,579	92	%
FFELP Loans	761,469		3		821,138		3		768,897		3		829,497		3
Personal Loans	836,342		4		1,149,247		5		905,007		4		1,162,782		5
Total portfolio	$	23,188,716	100	%	$	23,718,632	100	%	$	24,220,778	100	%	$	23,732,858	100	%

Loan Activity


	Three Months Ended June 30, 2020
(Dollars in thousands)	Private Education Loans		FFELP Loans		Personal Loans		Credit Cards		Total Portfolio
Beginning balance	$	20,176,233	$	764,771	$	747,444	$	7,403	$	21,695,851
Acquisitions and originations:
Fixed-rate	254,576		—		—		—		254,576
Variable-rate	250,037		—		—		10,064		260,101
Total acquisitions and originations	504,613		—		—		10,064		514,677
Capitalized interest and deferred origination cost premium amortization	109,289		4,160		(103)		(244)		113,102

Loan consolidations to third-parties	(284,484)		(5,998)		—		—		(290,482)

Allowance	(244,777)		(89)		(10,665)		(468)		(255,999)
Repayments and other	(468,359)		(10,823)		(127,625)		(6,411)		(613,218)
Ending balance	$	19,792,515	$	752,021	$	609,051	$	10,344	$	21,163,931


	Three Months Ended June 30, 2019
(Dollars in thousands)	Private Education Loans		FFELP Loans		Personal Loans		Total Portfolio
Beginning balance	$	21,576,534	$	829,203	$	1,092,649	$	23,498,386
Acquisitions and originations:
Fixed-rate	348,690		—		126,660		475,350
Variable-rate	190,415		—		—		190,415
Total acquisitions and originations	539,105		—		126,660		665,765
Capitalized interest and deferred origination cost premium amortization	127,494		6,920		(74)		134,340

Loan consolidations to third-parties	(313,607)		(7,138)		—		(320,745)
Allowance	(22,022)		26		(3,676)		(25,672)
Repayments and other	(512,723)		(15,983)		(154,722)		(683,428)
Ending balance	$	21,394,781	$	813,028	$	1,060,837	$	23,268,646


	Six Months Ended June 30, 2020
(Dollars in thousands)	Private Education Loans		FFELP Loans		Personal Loans		Credit Cards		Total Portfolio
Beginning balance	$	22,896,515	$	783,816	$	983,643	$	3,818	$	24,667,792
Acquisitions and originations:
Fixed-rate	1,723,274		—		41		—		1,723,315
Variable-rate	1,083,709		—		—		17,826		1,101,535
Total acquisitions and originations	2,806,983		—		41		17,826		2,824,850
Capitalized interest and deferred origination cost premium amortization	227,166		11,571		(203)		(315)		238,219
Sales	(2,925,478)		—		—		—		(2,925,478)
Loan consolidations to third-parties	(749,833)		(11,707)		—		—		(761,540)
Day 1 CECL Adjustment to Allowance	(1,060,830)		(2,852)		(79,183)		(188)		(1,143,053)
Allowance	(325,429)		100		(18,277)		(752)		(344,358)
Repayments and other	(1,076,579)		(28,907)		(276,970)		(10,045)		(1,392,501)
Ending balance	$	19,792,515	$	752,021	$	609,051	$	10,344	$	21,163,931


	Six Months Ended June 30, 2019
(Dollars in thousands)	Private Education Loans		FFELP Loans		Personal Loans		Total Portfolio
Beginning balance	$	20,294,843	$	847,889	$	1,128,187	$	22,270,919
Acquisitions and originations:
Fixed-rate	1,792,643		—		247,550		2,040,193
Variable-rate	879,196		—		—		879,196
Total acquisitions and originations	2,671,839		—		247,550		2,919,389
Capitalized interest and deferred origination cost premium amortization	248,599		14,352		(132)		262,819

Loan consolidations to third-parties	(699,756)		(15,169)		—		(714,925)
Allowance	(30,025)		(757)		(12,094)		(42,876)
Repayments and other	(1,090,719)		(33,287)		(302,674)		(1,426,680)
Ending balance	$	21,394,781	$	813,028	$	1,060,837	$	23,268,646

“Loan consolidations to third-parties” and “Repayments and other” are both significantly affected by the volume of loans in our portfolio in full principal and interest repayment status. Loans in full principal and interest repayment status in our Private Education Loan portfolio at June 30, 2020 increased by 3 percent compared with June 30, 2019, and now total 47 percent of our Private Education Loan portfolio at June 30, 2020.

“Loan consolidations to third-parties” for the three months ended June 30, 2020 total 3.1 percent of our Private Education Loan portfolio in full principal and interest repayment status at June 30, 2020, or 1.4 percent of our total Private Education Loan portfolio at June 30, 2020, compared with the year-ago period of 3.5 percent of our Private Education Loan portfolio in full principal and interest repayment status, or 1.5 percent of our total Private Education Loan portfolio, respectively. Historical experience has shown that loan consolidation activity is heightened in the period when the loan initially enters full principal and interest repayment status and then subsides over time.

The “Repayments and other” category includes all scheduled repayments, as well as voluntary prepayments, made on loans in repayment (including loans in full principal and interest repayment status) and also includes charge-offs. Consequently, this category can be significantly affected by the volume of loans in repayment. The increase in the volume of loans in repayment accounts for the majority of the aggregate increase in loan consolidations, scheduled repayments, unscheduled prepayments and capitalized interest set forth above.

Historically, voluntary prepayments, including loan consolidations, decrease when unemployment increases as borrowers and lenders look to conserve liquidity. While we have seen a decrease in voluntary prepayments in the second quarter of 2020 (as compared to the year-ago period) as a result of the COVID-19 pandemic, the decrease was not as significant as we expected based upon historical experience during higher unemployment periods. While we expect voluntary prepayments to remain below prior year rates for the remainder of 2020, the magnitude of the reduction is uncertain at this time.

Private Education Loan Originations

The following table summarizes our Private Education Loan originations. Originations represent loans that were funded or acquired during the period presented.


	Three Months Ended June 30,
(Dollars in thousands)	2020			%		2019			%
Smart Option - interest only⁽¹⁾	$	102,881		21	%	$	102,265		19	%
Smart Option - fixed pay⁽¹⁾	127,150			26		133,990			25
Smart Option - deferred⁽¹⁾	153,929			31		171,054			32
Smart Option - principal and interest	1,581			—		1,381			—
Graduate Loan	106,052			21		116,619			22
Parent Loan	5,618			1		6,824			2
Total Private Education Loan originations	$	497,211		100	%	$	532,133		100	%

Percentage of loans with a cosigner	73.6		%			76.5		%
Average FICO at approval⁽²⁾	747					745


	Six Months Ended June 30,
(Dollars in thousands)	2020			%		2019			%
Smart Option - interest only⁽¹⁾	$	625,313		22	%	$	582,977		22	%
Smart Option - fixed pay⁽¹⁾	783,744			28		728,451			27
Smart Option - deferred⁽¹⁾	1,034,510			37		990,847			37
Smart Option - principal and interest	4,826			—		5,339			—
Graduate Loan	294,872			11		298,297			11
Parent Loan	54,846			2		57,290			3
Total Private Education Loan originations	$	2,798,111		100	%	$	2,663,201		100	%

Percentage of loans with a cosigner	85.5		%			86.2		%
Average FICO at approval⁽²⁾	746					746

_____________

⁽¹⁾Interest only, fixed pay and deferred describe the payment option while in school or in grace period. See Item 1. “Business - Our Business - Private Education Loans” in the 2019 Form 10-K for a further discussion.

⁽²⁾Represents the higher credit score of the cosigner or the borrower.

Allowance for Loan Losses

Allowance for Loan Losses Activity


	Three Months Ended June 30,
	2020																		2019
(Dollars in thousands)	Private Education Loans		FFELP Loans		Personal Loans		Credit Cards		Total Portfolio		Private Education Loans		FFELP Loans		Personal Loans		Total Portfolio
Beginning balance	$	1,515,781	$	4,296	$	152,673	$	574	$	1,673,324	$	285,946	$	1,760	$	70,619	$	358,325

Transfer from unfunded commitment liability	42,490		—		—		—		42,490		—		—		—		—
Less:
Charge-offs	(31,779)		(84)		(14,601)		(41)		(46,505)		(55,382)		(171)		(19,074)		(74,627)

Plus:
Recoveries	5,532		—		1,336		—		6,868		6,108		—		1,276		7,384
Provision for loan losses:
Provision, current period	228,535		173		23,929		509		253,146		71,296		145		21,474		92,915
Loan sale reduction to provision	—		—		—		—		—		—		—		—		—
Total provision for loan losses⁽¹⁾	228,535		173		23,929		509		253,146		71,296		145		21,474		92,915
Ending balance	$	1,760,559	$	4,385	$	163,337	$	1,042	$	1,929,323	$	307,968	$	1,734	$	74,295	$	383,997

Troubled debt restructurings⁽²⁾	$	1,520,240	$	—	$	—	$	—	$	1,520,240	$	1,411,189	$	—	$	—	$	1,411,189

_________

⁽¹⁾ Below is a reconciliation of the provision for credit losses reported in the consolidated statements of operations. When a new loan commitment is made, we record the CECL allowance as a liability for unfunded commitments by recording a provision for credit losses. When the loan is funded, we transfer that liability to the allowance for loan losses.


Consolidated Statements of Operations Provisions for Credit Losses Reconciliation
	Three Months Ended June 30, 2020
Provisions for credit losses for new loan commitments made during the quarter	$	98,741
Total provision for allowance for loan losses	253,146
Provisions for credit losses reported in consolidated statements of operations	$	351,887

⁽²⁾Represents the unpaid principal balance of loans classified as troubled debt restructurings.


	Six Months Ended June 30,
	2020																		2019
(Dollars in thousands)	Private Education Loans		FFELP Loans		Personal Loans		Credit Cards		Total Portfolio		Private Education Loans		FFELP Loans		Personal Loans		Total Portfolio
Beginning balance	$	374,300	$	1,633	$	65,877	$	102	$	441,912	$	277,943	$	977	$	62,201	$	341,121
Day 1 adjustment for adoption of CECL	1,060,830		2,852		79,183		188		1,143,053		—		—		—		—
Transfer from unfunded commitment liability	179,085		—		—		—		179,085		—		—		—		—
Less:
Charge-offs	(83,248)		(310)		(33,848)		(48)		(117,454)		(94,959)		(405)		(34,325)		(129,689)

Plus:
Recoveries	13,508		—		2,878		—		16,386		11,805		—		2,185		13,990
Provision for loan losses:
Provision, current period	377,877		210		49,247		800		428,134		113,179		1,162		44,234		158,575
Loan sale reduction to provision	(161,793)		—		—		—		(161,793)		—		—		—		—
Total provision for loan losses⁽¹⁾	216,084		210		49,247		800		266,341		113,179		1,162		44,234		158,575
Ending balance	$	1,760,559	$	4,385	$	163,337	$	1,042	$	1,929,323	$	307,968	$	1,734	$	74,295	$	383,997

Troubled debt restructurings⁽²⁾	$	1,520,240	$	—	$	—	$	—	$	1,520,240	$	1,411,189	$	—	$	—	$	1,411,189

_________


Consolidated Statements of Operations Provisions for Credit Losses Reconciliation
	Six Months Ended June 30, 2020
Provisions for credit losses for new loan commitments made during the period	$	146,804
Total provision for allowance for loan losses	266,341
Provisions for credit losses reported in consolidated statements of operations	$	413,145

⁽²⁾Represents the unpaid principal balance of loans classified as troubled debt restructurings.

Private Education Loan Allowance for Loan Losses

In establishing the allowance for Private Education Loan losses as of June 30, 2020, we considered several factors with respect to our Private Education Loan portfolio, in particular, credit quality and delinquency, forbearance and charge-off trends.

Private Education Loans in full principal and interest repayment status were 47 percent of our total Private Education Loan portfolio at June 30, 2020, compared with 42 percent at June 30, 2019.

For a more detailed discussion of our policy for determining the collectability of Private Education Loans and maintaining our allowance for Private Education Loans, see “—Allowance for Loan Losses” and Note 3, “Loans Held for Investment — Certain Collection Tools - Private Education Loans” in this Form 10-Q.

The table below presents our Private Education Loan delinquency trends. Loans in repayment include loans making interest only or fixed payments, as well as loans that have entered full principal and interest repayment status after any applicable grace period (but, for purposes of the following table, do not include those loans while they are in forbearance).


	Private Education Loans
	June 30,
	2020						2019
(Dollars in thousands)	Balance		%		Balance		%
Loans in-school/grace/deferment⁽¹⁾	$	5,480,047			$	5,722,581
Loans in forbearance and percentage of each status:
Loans in forbearance - current⁽²⁾	1,420,585		95.2	%	574,015		100.0	%
Loans in forbearance - loans delinquent 31-60 days⁽²⁾⁽³⁾	40,455		2.7		—		—
Loans in forbearance - loans delinquent 61-90 days⁽²⁾⁽³⁾	21,286		1.4		—		—
Loans in forbearance - loans delinquent greater than 90 days⁽²⁾⁽³⁾	10,369		0.7		—		—
Total Private Education Loans in forbearance⁽²⁾	1,492,695		100.0	%	574,015		100.0	%
Loans in repayment and percentage of each status:
Loans current	14,190,329		97.8	%	14,920,746		97.3	%
Loans delinquent 31-60 days⁽³⁾	166,584		1.1		222,448		1.5
Loans delinquent 61-90 days⁽³⁾	99,653		0.7		123,473		0.8
Loans delinquent greater than 90 days⁽³⁾	56,157		0.4		65,584		0.4
Total Private Education Loans in repayment	14,512,723		100.0	%	15,332,251		100.0	%
Total Private Education Loans, gross	21,485,465				21,628,847
Private Education Loans deferred origination costs and unamortized premium/(discount)	67,609				73,902
Total Private Education Loans	21,553,074				21,702,749
Private Education Loans allowance for losses	(1,760,559)				(307,968)
Private Education Loans, net	$	19,792,515			$	21,394,781

Percentage of Private Education Loans in repayment			67.5	%			70.9	%

Delinquent Private Education Loans in repayment as a percentage of Private Education Loans in repayment			2.2	%			2.7	%

Delinquencies as a percentage of Private Education Loans in repayment and delinquent forbearance loans			2.7	%			2.7	%

Loans in forbearance as a percentage of Private Education Loans in repayment and forbearance			9.3	%			3.6	%

________

⁽³⁾The period of delinquency is based on the number of days scheduled payments are contractually past due.

Delinquencies as a percentage of Private Education Loans in repayment and delinquent forbearance loans remained the same at 2.7 percent at June 30, 2020 and 2019, while we saw the forbearance rate increase to 9.3 percent at June 30, 2020 from 3.6 percent at June 30, 2019. Typically, higher unemployment rates, as we saw in the second of quarter 2020, cause

delinquency rates to increase; however, to help our borrowers in financial difficulty resulting from the COVID-19 pandemic, in accordance with regulatory guidance that encourages lenders to work constructively with customers who have been impacted by COVID-19, we have invoked a disaster forbearance program to assist our customers. The first wave of disaster forbearance was granted primarily in 90-day increments. As these forbearances end, we will reduce the disaster forbearance to one-month increments and implement additional discussions between our servicing agents and borrowers to encourage borrowers/cosigners to enter repayment. Customers who receive a disaster forbearance do not progress in delinquency and are not assessed late fees or other fees. During a disaster forbearance, a customer’s credit file will continue to reflect the status of the loan as it was immediately prior to granting the disaster forbearance. See additional discussion related to collections activity and the COVID-19 pandemic in “ — Impact of COVID-19 on Sallie Mae — Customers and Credit Performance.”

Changes in Allowance for Private Education Loan Losses

The following table summarizes changes in the allowance for Private Education Loan losses.


	Three Months Ended June 30,									Six Months Ended June 30,
(Dollars in thousands)	2020			2019			2020			2019
Beginning balance	$	1,515,781		$	285,946		$	374,300		$	277,943
Day 1 adjustment for adoption of CECL	—			—			1,060,830			—
Transfer from unfunded commitment liability	42,490			—			179,085			—
Provision for loan losses:										—
Provision, current period	228,535			71,296			377,877			113,179
Loan sale reduction to provision	—			—			(161,793)			—
Total provision	228,535			71,296			216,084			113,179
Net charge-offs:
Charge-offs	(31,779)			(55,382)			(83,248)			(94,959)
Recoveries	5,532			6,108			13,508			11,805
Net charge-offs	(26,247)			(49,274)			(69,740)			(83,154)

Allowance at end of period	$	1,760,559		$	307,968		$	1,760,559		$	307,968

Allowance as a percentage of the ending total loan balance	8.19		%	1.42		%	8.19		%	1.42		%
Allowance as a percentage of the ending loans in repayment⁽¹⁾	12.13		%	2.01		%	12.13		%	2.01		%
Allowance coverage of net charge-offs (annualized)	16.77			1.56			12.62			1.85
Net charge-offs as a percentage of average loans in repayment (annualized)⁽¹⁾	0.75		%	1.29		%	0.91		%	1.09		%
Delinquent loans in repayment as a percentage of ending loans in repayment⁽¹⁾	2.22		%	2.68		%	2.22		%	2.68		%
Delinquencies as a percentage of ending loans in repayment and delinquent forbearance loans⁽¹⁾	2.70		%	2.68		%	2.70		%	2.68		%
Loans in forbearance as a percentage of ending loans in repayment and forbearance⁽¹⁾	9.33		%	3.61		%	9.33		%	3.61		%
Ending total loans, gross	$	21,485,465		$	21,628,847		$	21,485,465		$	21,628,847
Average loans in repayment⁽¹⁾	$	14,011,841		$	15,241,574		$	15,306,349		$	15,188,003
Ending loans in repayment⁽¹⁾	$	14,512,723		$	15,332,251		$	14,512,723		$	15,332,251

_______

⁽¹⁾Loans in repayment include loans on which borrowers are making interest only or fixed payments, as well as loans that have entered full principal and interest repayment status after any applicable grace period.

As part of concluding on the adequacy of the allowance for loan losses, we review key allowance and loan metrics. The most significant of these metrics considered are the allowance coverage of net charge-offs ratio; the allowance as a percentage of ending total loans and of ending loans in repayment; and delinquency and forbearance percentages.

Use of Forbearance and Rate Modifications as a Private Education Loan Collection Tool

percent for 24 months and/or permanently extends the maturity date of the loan. Historically we have utilized disaster forbearance for material events, including hurricanes, wildfires, and floods. Disaster forbearance defers payments for as much as 90 days upon enrollment. We have invoked this same disaster forbearance program to assist our customers through COVID-19 and offer this program across our operations, including through mobile app and self-service channels such as chat and IVR. Customers who receive a disaster forbearance will not progress in delinquency and will not be assessed late fees or other fees. During a disaster forbearance, a customer’s credit file will continue to reflect the status of the loan as it was immediately prior to granting the disaster forbearance. During the period of the disaster forbearance, interest will continue to accrue, but will not be added to the loan balance until the end of the loan term. If the financial hardship extends beyond 90 days, additional assistance will be available for eligible customers. This program is applied across our Private Education Loan and Personal Loan portfolios. The first wave of disaster forbearance was granted primarily in 90-day increments. As these forbearances end, we will reduce the disaster forbearance to one-month increments and implement additional discussions between our servicing agents and borrowers to encourage borrowers/cosigners to enter repayment. In addition, for borrowers exiting disaster forbearance and not eligible for GRP, we may allow them to make interest only payments for 12 months before reverting to full principal and interest payments.

While there are limitations to our estimate of the future impact of the credit administration practices changes described above, absent the effect of any mitigating measures, and based on an analysis of borrower behavior under our current credit administration practices, which may not be indicative of how borrowers will behave under revised credit administration practices, we expect that the credit administration practices changes described above will accelerate defaults and could increase life of loan defaults in our Private Education Loan portfolio by approximately 4 percent to 14 percent. Among the measures that we are planning to implement and expect may partly offset or moderate any acceleration of or increase in defaults will be greater focus on the risk assessment process to ensure borrowers are mapped to the appropriate program, better utilization of existing programs (e.g., GRP and rate modifications), and the introduction of a new program offering short-term payment reductions (permitting interest-only payments for up to six months) for certain early stage delinquencies.

The tables below show the composition and status of the Private Education Loan portfolio aged by number of months in active repayment status (months for which a scheduled monthly payment was due). The period of delinquency is based on the number of days scheduled payments are contractually past due. Active repayment status includes loans on which borrowers are making interest only or fixed payments, as well as loans that have entered full principal and interest repayment status after any applicable grace period. Our experience shows that the percentage of loans in forbearance status generally decreases the longer the loans have been in active repayment status. At June 30, 2020, loans in forbearance status as a percentage of total loans in repayment and forbearance were 5.7 percent for Private Education Loans that have been in active repayment status for fewer than 25 months. Approximately 61 percent of our Private Education Loans in forbearance status have been in active repayment status fewer than 25 months.


(Dollars in millions) June 30, 2020	Private Education Loans Monthly Scheduled Payments Due																										Not Yet in Repayment	Total
				0 to 12				13 to 24				25 to 36				37 to 48				More than 48
Loans in-school/grace/deferment	$	—			$	—			$	—			$	—			$	—			$	5,480		$	5,480
Loans in forbearance	643				263				204				156				227				—			1,493
Loans in repayment - current	4,832				2,996				2,199				1,645				2,518				—			14,190
Loans in repayment - delinquent 31-60 days	65				30				25				18				28				—			166
Loans in repayment - delinquent 61-90 days	49				16				12				10				13				—			100
Loans in repayment - delinquent greater than 90 days	26				9				8				5				8				—			56
Total	$	5,615			$	3,314			$	2,448			$	1,834			$	2,794			$	5,480		21,485
Deferred origination costs and unamortized premium/(discount)																								68
Allowance for loan losses																								(1,760)
Total Private Education Loans, net																								$	19,793

Loans in forbearance as a percentage of total Private Education Loans in repayment and forbearance	4.02		%		1.64		%		1.27		%		0.98		%		1.42		%		—		%	9.33		%


(Dollars in millions) June 30, 2019	Private Education Loans Monthly Scheduled Payments Due																										Not Yet in Repayment	Total
				0 to 12				13 to 24				25 to 36				37 to 48				More than 48
Loans in-school/grace/deferment	$	—			$	—			$	—			$	—			$	—			$	5,723		$	5,723
Loans in forbearance	319				82				67				52				54				—			574
Loans in repayment - current	5,019				3,366				2,546				1,897				2,093				—			14,921
Loans in repayment - delinquent 31-60 days	89				43				34				25				31				—			222
Loans in repayment - delinquent 61-90 days	52				25				18				13				15				—			123
Loans in repayment - delinquent greater than 90 days	29				12				10				7				8				—			66
Total	$	5,508			$	3,528			$	2,675			$	1,994			$	2,201			$	5,723		21,629
Deferred origination costs and unamortized premium/(discount)																								74
Allowance for loan losses																								(308)
Total Private Education Loans, net																								$	21,395

Loans in forbearance as a percentage of total Private Education Loans in repayment and forbearance	2.01		%		0.51		%		0.42		%		0.33		%		0.34		%		—		%	3.61		%

Private Education Loan Types

The following table provides information regarding the loans in repayment balance and total loan balance by Private Education Loan product type at June 30, 2020 and December 31, 2019.


	June 30, 2020
(Dollars in thousands)	Signature and Other		Parent Loan		Smart Option		Career Training		Graduate Loan		Total
$ in repayment⁽¹⁾	$	225,150	$	261,290	$	13,510,118	$	10,663	$	505,502	$	14,512,723
$ in total	$	347,275	$	277,260	$	20,010,232	$	11,759	$	838,939	$	21,485,465


	December 31, 2019
(Dollars in thousands)	Signature and Other		Parent Loan		Smart Option		Career Training		Graduate Loan		Total
$ in repayment⁽¹⁾	$	205,203	$	248,662	$	15,928,942	$	12,394	$	392,469	$	16,787,670
$ in total	$	341,919	$	251,104	$	21,951,654	$	12,895	$	632,019	$	23,189,591

_______

⁽¹⁾Loans in repayment include loans on which borrowers are making interest only or fixed payments, as well as loans that have entered full principal and interest repayment status after any applicable grace period.

Accrued Interest Receivable


	Private Education Loans
	Accrued Interest Receivable
(Dollars in thousands)	Total Interest Receivable		Greater Than 90 Days Past Due		Allowance for Uncollectible Interest
June 30, 2020	$	1,366,172	$	3,478	$	5,012
December 31, 2019	$	1,366,158	$	2,390	$	5,309
June 30, 2019	$	1,376,715	$	2,589	$	5,673

Personal Loan Delinquencies

The following table provides information regarding the loan status of our Personal Loans.


	Personal Loans
	June 30,
	2020						2019
(Dollars in thousands)	Balance		%		Balance		%
Loans in forbearance:
Loans in forbearance - current	$	43,922	97.9	%	$	—	—	%
Loans in forbearance - delinquent 31-60 days⁽¹⁾	93		0.2		—		—
Loans in forbearance - delinquent 61-90 days⁽¹⁾	388		0.9		—		—
Loans in forbearance - delinquent greater than 90 days⁽¹⁾	469		1.0		—		—
Total Personal Loans in forbearance	44,872		100.0	%	—		—	%
Loans in repayment and percentage of each status:
Loans current	714,996		98.3	%	1,113,730		98.2	%
Loans delinquent 31-60 days⁽¹⁾	2,809		0.4		6,704		0.6
Loans delinquent 61-90 days⁽¹⁾	4,109		0.6		7,393		0.6
Loans delinquent greater than 90 days⁽¹⁾	5,300		0.7		6,810		0.6
Total Personal Loans in repayment	727,214		100.0	%	1,134,637		100.0	%
Total Personal Loans, gross	772,086				1,134,637
Personal Loans deferred origination costs and unamortized premium/(discount)	302				495
Total Personal Loans	772,388				1,135,132
Personal Loans allowance for losses	(163,337)				(74,295)
Personal Loans, net	$	609,051			$	1,060,837
Delinquent Personal Loans in repayment⁽²⁾ as a percentage of Personal Loans in repayment			1.7	%			1.8	%
Delinquencies as a percentage of Personal Loans in repayment and delinquent forbearance loans			1.8	%			1.8	%

_______

⁽¹⁾The period of delinquency is based on the number of days scheduled payments are contractually past due.

⁽²⁾For purposes of this table, do not include delinquent Personal Loans in forbearance.

Liquidity and Capital Resources

Funding and Liquidity Risk Management

Our primary liquidity needs include our ongoing ability to fund our businesses throughout market cycles, including during periods of financial stress, our ongoing ability to fund originations of Private Education Loans, Personal Loans, and other loans, and servicing our Bank deposits. To achieve these objectives, we analyze and monitor our liquidity needs, maintain excess liquidity, and access diverse funding sources, such as deposits at the Bank, issuance of secured debt primarily through asset-backed securitizations and other financing facilities. It is our policy to manage operations so liquidity needs are fully satisfied through normal operations to avoid unplanned asset sales under emergency conditions. Our liquidity management is governed by policies approved by our Board of Directors. Oversight of these policies is performed in the Asset and Liability Committee, a management-level committee.

These policies take into account the volatility of cash flow forecasts, expected maturities, anticipated loan demand, and a variety of other factors to establish minimum liquidity guidelines.

Key risks associated with our liquidity relate to our ability to access the capital markets and the markets for bank deposits at reasonable rates. This ability may be affected by our performance, competitive pressures, the macroeconomic environment, and the impact they have on the availability of funding sources in the marketplace. We target maintaining sufficient on-balance sheet and contingent sources of liquidity to enable us to meet all contractual and contingent obligations under various stress scenarios, including severe macroeconomic stresses as well as specific stresses that test the resiliency of our balance sheet. As the Bank has grown, we have improved our liquidity stress testing practices to align more closely with the industry, which has resulted in our adopting increased liquidity requirements. Beginning in the second quarter of 2019, we began to increase our liquidity levels by increasing cash and cash equivalents and investments held as part of our ongoing efforts to enhance our ability to maintain a strong risk management position. We expect to increase liquidity levels into 2020, and as such, we expect the increased proportion of cash in our assets will cause our net interest margin to be lower in 2020 when compared with 2019. Due to the seasonal nature of our business, our liquidity levels will likely vary from quarter to quarter.

Sources of Liquidity and Available Capacity

Ending Balances


(Dollars in thousands)	June 30, 2020		December 31, 2019
Sources of primary liquidity:
Unrestricted cash and liquid investments:
Holding Company and other non-bank subsidiaries	$	17,578	$	29,620
Sallie Mae Bank⁽¹⁾	4,971,383		5,534,257
Available-for-sale investments	1,947,062		487,668
Total unrestricted cash and liquid investments	$	6,936,023	$	6,051,545

____

(1) This amount will be used primarily to originate Private Education Loans at the Bank.

Average Balances


	Three Months Ended June 30,						Six Months Ended June 30,
(Dollars in thousands)	2020		2019		2020		2019
Sources of primary liquidity:
Unrestricted cash and liquid investments:
Holding Company and other non-bank subsidiaries	$	34,864	$	39,149	$	33,358	$	33,449
Sallie Mae Bank⁽¹⁾	5,889,807		2,889,757		5,761,849		2,367,024
Available-for-sale investments	1,461,691		233,371		974,544		210,965
Total unrestricted cash and liquid investments	$	7,386,362	$	3,162,277	$	6,769,751	$	2,611,438

____

(1) This amount will be used primarily to originate Private Education Loans at the Bank.

Deposits

The following table summarizes total deposits.


	June 30,		December 31,
(Dollars in thousands)	2020		2019
Deposits - interest bearing	$	23,590,147	$	24,282,906
Deposits - non-interest bearing	1,972		1,077
Total deposits	$	23,592,119	$	24,283,983

Interest bearing deposits as of June 30, 2020 and December 31, 2019 consisted of retail and brokered non-maturity savings deposits, retail and brokered non-maturity MMDAs and retail and brokered CDs. Interest bearing deposits include deposits from Educational 529 and Health Savings plans that diversify our funding sources and additional deposits we consider to be core. These and other large omnibus accounts, aggregating the deposits of many individual depositors, represented $7.1 billion and $6.8 billion of our deposit total as of June 30, 2020 and December 31, 2019, respectively.

Interest bearing deposits at June 30, 2020 and December 31, 2019 are summarized as follows:


	June 30, 2020						December 31, 2019
(Dollars in thousands)	Amount		Qtr.-End Weighted Average Stated Rate⁽¹⁾		Amount		Year-End Weighted Average Stated Rate⁽¹⁾

Money market	$	9,774,119	0.99	%	$	9,616,547	2.04	%
Savings	817,229		0.97		718,616		1.71
Certificates of deposit	12,998,799		1.51		13,947,743		2.44
Deposits - interest bearing	$	23,590,147			$	24,282,906

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⁽¹⁾ Includes the effect of interest rate swaps in effective hedge relationships.

Counterparty Exposure

Counterparty exposure related to financial instruments arises from the risk that a lending, investment, or derivative counterparty will not be able to meet its obligations to us.

Excess cash is generally invested with the FRB on an overnight basis or in the FRB’s Term Deposit Facility, minimizing counterparty exposure on cash balances.

Our investment portfolio is primarily composed of a small portfolio of mortgage-backed securities issued by government agencies and government-sponsored enterprises that are purchased to meet CRA targets. Additionally, our investing activity is governed by Board-approved limits on the amount that is allowed to be invested with any one issuer based on the credit rating of the issuer, further minimizing our counterparty exposure. Counterparty credit risk is considered when valuing investments and considering impairment.

Related to derivative transactions, protection against counterparty risk is generally provided by International Swaps and Derivatives Association, Inc. Credit Support Annexes (“CSAs”), or clearinghouses for over-the-counter derivatives. CSAs require a counterparty to post collateral if a potential default would expose the other party to a loss. All derivative contracts entered into by the Bank are covered under CSAs or clearinghouse agreements and require collateral to be exchanged based on the net fair value of derivatives with each counterparty. Our exposure is limited to the value of the derivative contracts in a gain position, less any collateral held by us and plus collateral posted with the counterparty.

Title VII of the Dodd-Frank Act requires all standardized derivatives, including most interest rate swaps, to be submitted for clearing to central counterparties to reduce counterparty risk. Two of the central counterparties we use are the CME and the LCH. All variation margin payments on derivatives cleared through the CME and LCH are accounted for as legal settlement. As of June 30, 2020, $8.8 billion notional of our derivative contracts were cleared on the CME and $0.4 billion were cleared on the LCH. The derivative contracts cleared through the CME and LCH represent 95.1 percent and 4.9 percent, respectively, of our total notional derivative contracts of $9.2 billion at June 30, 2020.

2020 and December 31, 2019, we had a net positive exposure (derivative gain positions to us, less collateral held by us and plus collateral posted with counterparties) related to derivatives of $75 million and $52 million, respectively.

We have liquidity exposure related to collateral movements between us and our derivative counterparties. Movements in the value of the derivatives, which are primarily affected by changes in interest rates, may require us to return cash collateral held or may require us to access primary liquidity to post collateral to counterparties.

The table below highlights exposure related to our derivative counterparties as of June 30, 2020.


(Dollars in thousands)	SLM Corporation and Sallie Mae Bank Contracts
Total exposure, net of collateral	$	74,908
Exposure to counterparties with credit ratings, net of collateral	$	74,908
Percent of exposure to counterparties with credit ratings below S&P AA- or Moody’s Aa3	—		%
Percent of exposure to counterparties with credit ratings below S&P A- or Moody’s A3	—		%

Regulatory Capital

The Bank is subject to various regulatory capital requirements administered by the FDIC and the UDFI. Failure to meet minimum capital requirements can initiate certain mandatory and possibly additional discretionary actions by regulators that, if undertaken, could have a direct material adverse effect on our business, results of operations and financial condition. Under U.S. Basel III and the regulatory framework for prompt corrective action, the Bank must meet specific capital standards that involve quantitative measures of its assets, liabilities, and certain off-balance sheet items as calculated under regulatory accounting practices. The Bank’s regulatory capital amounts and its classification under the prompt corrective action framework are also subject to qualitative judgments by the regulators about components of capital, risk weightings, and other factors.

Capital Management

The Bank intends to maintain at all times regulatory capital levels that meet both the minimum levels required under U.S. Basel III (including applicable buffers) and the levels necessary to be considered “well capitalized” under the FDIC’s prompt corrective action framework, in order to support asset growth and operating needs, address unexpected credit risks, and protect the interests of depositors and the DIF administered by the FDIC. The Bank’s Capital Policy requires management to monitor these capital standards and the Bank’s compliance with them. The Board of Directors and management periodically evaluate the quality of assets, the stability of earnings, and the adequacy of the allowance for loan losses for the Bank. The Company is a source of strength for the Bank and will provide additional capital if necessary.

We believe that current and projected capital levels are appropriate for the remainder of 2020. As of June 30, 2020, the Bank’s risk-based and leverage capital ratios exceed the required minimum ratios and the applicable buffers under the fully phased-in U.S. Basel III standards as well as the “well capitalized” standards under the prompt corrective action framework.

Under U.S. Basel III, the Bank is required to maintain the following minimum regulatory capital ratios: a Common Equity Tier 1 risk-based capital ratio of 4.5 percent, a Tier 1 risk-based capital ratio of 6.0 percent, a Total risk-based capital ratio of 8.0 percent, and a Tier 1 leverage ratio of 4.0 percent. In addition, as of January 1, 2019, the Bank is subject to a fully phased-in Common Equity Tier 1 capital conservation buffer of greater than 2.5 percent. (As of December 31, 2018, the Bank was subject to a Common Equity Tier 1 capital conservation buffer of greater than 1.875 percent.) Failure to maintain the buffer will result in restrictions on the Bank’s ability to make capital distributions, including the payment of dividends, and to pay discretionary bonuses to executive officers. Including the buffer, as of January 1, 2019, the Bank is required to maintain the following capital ratios under U.S. Basel III in order to avoid such restrictions: a Common Equity Tier 1 risk-based capital ratio of greater than 7.0 percent, a Tier 1 risk-based capital ratio of greater than 8.5 percent, and a Total risk-based capital ratio of greater than 10.5 percent.

The Bank’s required and actual regulatory capital amounts and ratios under U.S. Basel III are shown in the following table.


	Actual						U.S. Basel III Minimum Requirements Plus Buffer⁽¹⁾⁽²⁾
	Amount		Ratio		Amount			Ratio
As of June 30, 2020:
Common Equity Tier 1 Capital (to Risk-Weighted Assets)	$	3,085,133	12.4	%	$	1,735,574	>	7.0	%
Tier 1 Capital (to Risk-Weighted Assets)	$	3,085,133	12.4	%	$	2,107,482	>	8.5	%
Total Capital (to Risk-Weighted Assets)	$	3,399,606	13.7	%	$	2,603,361	>	10.5	%
Tier 1 Capital (to Average Assets)	$	3,085,133	9.6	%	$	1,284,390	>	4.0	%

As of December 31, 2019:
Common Equity Tier 1 Capital (to Risk-Weighted Assets)	$	3,264,309	12.2	%	$	1,876,050	>	7.0	%
Tier 1 Capital (to Risk-Weighted Assets)	$	3,264,309	12.2	%	$	2,278,060	>	8.5	%
Total Capital (to Risk-Weighted Assets)	$	3,600,668	13.4	%	$	2,814,074	>	10.5	%
Tier 1 Capital (to Average Assets)	$	3,264,309	10.2	%	$	1,284,642	>	4.0	%

________________

⁽¹⁾ Reflects the U.S. Basel III minimum required ratio plus the applicable capital conservation buffer.

⁽²⁾The Bank’s regulatory capital ratios also exceeded all applicable standards for the Bank to qualify as “well capitalized” under the prompt corrective action framework.

Dividends

The Bank is chartered under the laws of the State of Utah and its deposits are insured by the FDIC. The Bank’s ability to pay dividends is subject to the laws of Utah and the regulations of the FDIC. Generally, under Utah’s industrial bank laws and regulations as well as FDIC regulations, the Bank may pay dividends to the Company from its net profits without regulatory approval if, following the payment of the dividend, the Bank’s capital and surplus would not be impaired. The Bank declared $27 million and $568 million in dividends to the Company for the three and six months ended June 30, 2020, respectively, and $136 million and $221 million in dividends for the three and six months ended June 30, 2019, respectively. In the future, we expect that the Bank will pay dividends to the Company as may be necessary to enable the Company to pay any declared dividends on its Series B Preferred Stock and common stock and to consummate any common share repurchases by the Company under its share repurchase programs.

Borrowings

Outstanding borrowings consist of unsecured debt and secured borrowings issued through our term ABS program and our Secured Borrowing Facility. The issuing entities for those secured borrowings are VIEs and are consolidated for accounting purposes. The following table summarizes our borrowings at June 30, 2020 and December 31, 2019, respectively. For additional information, see Notes to Consolidated Financial Statements, Note 7, “Borrowings.”


	June 30, 2020										December 31, 2019
	Short-Term		Long-Term		Total		Short-Term		Long-Term		Total
Unsecured borrowings:
Unsecured debt (fixed-rate)	$	—	$	198,565	$	198,565	$	—	$	198,159	$	198,159
Total unsecured borrowings	—		198,565		198,565		—		198,159		198,159
Secured borrowings:
Private Education Loan term securitizations:
Fixed-rate	—		2,832,364		2,832,364		—		2,629,902		2,629,902
Variable-rate	—		1,418,838		1,418,838		—		1,525,976		1,525,976
Total Private Education Loan term securitizations	—		4,251,202		4,251,202		—		4,155,878		4,155,878
Secured Borrowing Facility	—		—		—		289,230		—		289,230
Total secured borrowings	—		4,251,202		4,251,202		289,230		4,155,878		4,445,108
Total	$	—	$	4,449,767	$	4,449,767	$	289,230	$	4,354,037	$	4,643,267

Other Borrowing Sources

We established an account at the FRB to meet eligibility requirements for access to the Primary Credit borrowing facility at the FRB’s Window. The Primary Credit borrowing facility is a lending program available to depository institutions that are in generally sound financial condition. All borrowings at the Window must be fully collateralized. We can pledge asset-backed and mortgage-backed securities, as well as FFELP Loans and Private Education Loans, to the FRB as collateral for borrowings at the Window. Generally, collateral value is assigned based on the estimated fair value of the pledged assets. At June 30, 2020 and December 31, 2019, the value of our pledged collateral at the FRB totaled $3.7 billion and $3.2 billion, respectively. The interest rate charged to us is the discount rate set by the FRB. We did not utilize this facility in the six months ended June 30, 2020 or in the year ended December 31, 2019.

Contractual Loan Commitments

When we approve a Private Education Loan at the beginning of an academic year, that approval may cover the borrowing for the entire academic year. As such, we do not always disburse the full amount of the loan at the time of such approval, but instead have a commitment to fund a portion of the loan at a later date (usually at the start of the second semester or subsequent trimesters). We estimate expected credit losses over the contractual period in which we are exposed to credit risk via a contractual obligation to extend credit, unless that obligation is unconditionally cancellable by us. At June 30, 2020, we had $1 billion of outstanding contractual loan commitments which we expect to fund during the remainder of the 2020/2021 academic year. At June 30, 2020, we had an $86 million reserve recorded in “Other Liabilities” to cover lifetime expected credit losses on these unfunded commitments.

Critical Accounting Policies and Estimates

Management’s Discussion and Analysis of Financial Condition and Results of Operations addresses our consolidated financial statements, which have been prepared in accordance with GAAP. A discussion of our critical accounting policies, which include allowance for loan losses and derivative accounting, can be found in our 2019 Form 10-K. On January 1, 2020, we adopted FASB’s ASU No. 2016-13, “Financial Instruments-Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments” (“CECL”), which resulted in a significant change to our allowance for loan losses policy, and is outlined below. There were no significant changes to our derivative accounting policy during the six months ended June 30, 2020.

Recently Issued and Adopted Accounting Pronouncements

ASU No. 2016-13, “Financial Instruments-Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments”

In June 2016, the FASB issued ASU No. 2016-13, which became effective for us on January 1, 2020. This ASU eliminated the previous accounting guidance for the recognition of credit impairment. Under the new guidance, for all loans carried at amortized cost, upon loan origination we are required to measure our allowance for credit losses based on our estimate of all current expected credit losses over the remaining contractual term of the assets. Updates to that estimate each period will be recorded through provision expense. The estimate of credit losses must be based on historical experience, current conditions, and reasonable and supportable forecasts. The ASU does not mandate the use of any specific method for estimating credit loss, permitting companies to use judgment in selecting the approach that is most appropriate in their circumstances.

On January 1, 2020, we adopted CECL using the modified retrospective method and it had a material impact on how we record and report our financial condition and results of operations and on regulatory capital. The following table illustrates the impact of the cumulative effect adjustment made upon adoption of CECL:


	January 1, 2020
(Dollars in thousands)	As reported under CECL		Pre-CECL Adoption		Impact of CECL Adoption
Assets:
Allowance for loan losses:
Private Education Loans	$	1,435,130	$	374,300	$	1,060,830
FFELP Loans	4,485		1,633		2,852
Personal Loans	145,060		65,877		79,183
Credit Cards	290		102		188
Total	$	1,584,965	$	441,912	$	1,143,053

Deferred tax asset	$	415,540	$	109,369	$	306,171

Liabilities:
Allowance for loan losses:
Off-balance sheet exposures	$	118,239	$	2,481	$	115,758

Equity:
Retained Earnings	$	897,873	$	1,850,512	$	(952,639)

This transition adjustment is inclusive of qualitative adjustments incorporated into our CECL allowance as necessary, to address any limitations in the models used.

Allowance for Credit Losses

We maintain an allowance for loan losses for the lifetime expected credit losses on loans in our portfolios, as well as for future loan commitments, at the reporting date.

In estimating our current expected credit losses, we use a combination of an expected base-case scenario coupled with our historical experience to derive a base case adjusted for any qualitative factors (as described below). We also develop an adverse

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and favorable economic scenario as well. At each reporting date, we determine the appropriate weighting of these alternate scenarios based upon the current economic conditions and our view of the risks of alternate outcomes. This weighting of expectations is used in calculating our current expected credit losses recorded each period.

Allowance for Private Education Loan Losses

Key Credit Quality Indicators - Private Education Loans

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Private Education Loans generally do not require borrowers to begin (principal and interest) repayment until at least six months after the borrowers have graduated or otherwise separated from school. Consequently, the loss estimates for these loans are generally low while the borrower is in school and then increase upon the end of the grace period after separation from school. At June 30, 2020 and December 31, 2019, 26 percent and 25 percent, respectively, of the principal balance of the Private Education Loan portfolio was related to borrowers who are in an in-school (fully deferred), grace, or other deferment status and not required to make payments.

We consider a Private Education Loan to be delinquent 31 days after the last payment was contractually due.

Troubled Debt Restructurings

We classify a loan as a TDR due to forbearance using a two-step process. The first step is to identify a loan that was in full principal and interest repayment status and received more than three months of forbearance in a 24-month period; however, during the first nine months after a loan had entered full principal and interest repayment status, we do not count up to the first six months of forbearance received during that period against the three-month policy limit. The second step is to evaluate the creditworthiness of the loan by examining its most recent refreshed FICO score. Loans that have met the criteria in the first test and have a FICO score above a certain threshold (based on the most recent quarterly FICO score refresh) will not be classified as TDRs. Loans that have met the criteria in the first test and have a FICO score under the threshold (based on the most recent quarterly FICO score refresh) will be classified as TDRs.

A loan also becomes a TDR when it is modified to reduce the interest rate on the loan (regardless of when such modification occurs and/or whether such interest rate reduction is temporary). Once a loan qualifies for TDR status, it remains a TDR for allowance purposes for the remainder of its life. About half of our loans that are considered TDRs involve a temporary forbearance of payments and do not change the contractual interest rate of the loan. As of June 30, 2020 and December 31, 2019, approximately 47 percent and 50 percent, respectively, of TDRs were classified as such due to their forbearance status. For additional information, see Note 6, “Allowance for Loan Losses” in our 2019 Form 10-K.

During the first quarter of 2020, COVID-19 began to spread worldwide and has caused significant disruptions to the U.S. and world economies.

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Off-Balance Sheet Exposure for Contractual Loan Commitments

Uncollectible Interest

Allowance for Personal Loans

Key Credit Quality Indicators - Personal Loans

Allowance for Credit Card Loans

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financial institutions to estimate our allowance for loan losses for credit cards, net of expected recoveries. In addition, we use a model that utilizes purchased credit card information with risk characteristics similar to those of our own portfolio as a challenger model. We then consider any qualitative factors that may change our future expectations of losses.

As all of our Credit Card loans are unconditionally cancelable by us, the issuer, we do not record any estimate of credit losses for unused portions of our Credit Card commitments.

Allowance for FFELP Loan Losses

Loan Interest Income

For all loans, including impaired loans, classified as held for investment, we recognize interest income as earned, adjusted for the amortization of deferred direct origination and acquisition costs. Deferred fees or costs are required to be recognized as yield adjustments over the life of the related loans and are recognized by the interest method. The objective of the interest method is to arrive at periodic interest income (including recognition of fees and costs) at a constant effective yield on the net investment in the receivable (i.e., the principal amount of the receivable adjusted by unamortized fess or costs, purchase premium or discount and any hedging activity—these unamortized costs will collectively be referred to as “basis adjustments”). The difference between the periodic interest income so determined and the interest income determined by applying the stated interest rate to the outstanding principal amount of the receivable is the amount of periodic amortization.

For fixed-rate loans, when a prepayment occurs the unamortized balance of the basis adjustments is adjusted so that future amortization (based upon the contractual terms of the loan) will result in constant effective yield equal to the original effective interest rate. Prepayments do not result in a change in the effective interest rate of the loan. We determine the contractual payments on a pool basis; as such, when a prepayment occurs, future contractual payments will be determined assuming the pool will make smaller payments through the original term of the contract. The adjustment to the unamortized basis adjustment balance is recorded in interest income.

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With the adoption of CECL on January 1, 2020, we continue to analyze the collectability of accrued interest associated with loans not currently in full principal and interest repayment status or in interest only repayment status as discussed above; however, we will change the recognition of the allowance for this portion of uncollectible interest (amounts to be capitalized after separation from school and the expiration of the grace period) to the provision for loan losses from our historical practice of recording it as a reduction of interest income, as well as classifying this allowance as part of our allowance for loan losses as opposed to our historical practice of recording it as a reduction of accrued interest income receivable.

The allowance for the portion of uncollectible interest on loans making full interest payments will continue to be recorded as a reduction of interest income.

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Item 3. Quantitative and Qualitative Disclosures about Market Risk

Interest Rate Sensitivity Analysis

Our interest rate risk management program seeks to manage and control interest rate risk, thereby reducing our exposure to fluctuations in interest rates and achieving consistent and acceptable levels of profit in any rate environment and sustainable growth in net interest income over the long term. We evaluate and monitor interest rate risk through two primary methods:

•Earnings at Risk (“EAR”), which measures the impact of hypothetical changes in interest rates on net interest income; and

•Economic Value of Equity (“EVE”), which measures the sensitivity or change in the economic value of equity to changes in interest rates.

A number of potential interest rate scenarios are simulated using our asset liability management system. The Bank is the primary source of interest rate risk within the Company. At present, a significant portion of the Bank’s earning assets are indexed to 1-month LIBOR. Therefore, 1-month LIBOR is considered a core rate in our interest rate risk analysis. Other interest rate changes are correlated to changes in 1-month LIBOR for analytic purposes, with higher or lower correlations based on historical relationships. In addition, key rates are modeled with a floor, which indicates how low each specific rate is likely to move in practice. Rates are adjusted up or down via a set of scenarios that includes both rate shocks and ramps. Rate shocks represent an immediate and sustained change in 1-month LIBOR, with the resulting changes in other indices correlated accordingly. Interest rate ramps represent a linear increase in 1-month LIBOR over the course of 12 months, with the resulting changes in other indices correlated accordingly.

The following tables summarize the potential effect on earnings over the next 24 months and the potential effect on market values of balance sheet assets and liabilities at June 30, 2020 and 2019, based upon a sensitivity analysis performed by management assuming hypothetical increases in market interest rates of 100 and 300 basis points while credit and funding spreads remain constant. The EVE sensitivity is applied only to financial assets and liabilities, including hedging instruments, that existed at the balance sheet date, and does not reflect any impact of new assets, liabilities, commitments, or hedging instruments that may arise in the future.

At today’s levels of interest rates, a 100 or 300-basis point downward rate shock does not provide a meaningful indication of interest rate sensitivity, so results for those scenarios have not been presented. At June 30, 2020, the full impact of a 100-basis point downward rate shock cannot be modeled for some instruments on our balance sheet, due to the precipitous fall in many short-term rates since February 2020. These EAR results indicate a market risk profile that is less sensitive to rate changes and is now at a nearly rate-neutral position for net interest income, based on static balance sheet assumptions over the next two years. For the quarter ended June 30, 2020, the increased sensitivity in the EVE risk metric is the result of an increase in fixed-rate assets on the balance sheet relative to fixed-rate liabilities and a change in the model used to perform the calculation. Approximately one-third of the increased sensitivity is due to portfolio structural changes as we now have a higher percentage of assets invested in fixed-rate loans and highly liquid fixed-rate securities. In addition, several changes to the EVE calculation methodology have been made since second quarter 2019 that have caused the ratios presented below to increase. Significant changes in methodology have occurred with the recent implementation of a new asset and liability model, which offers capabilities to model the expected cashflows of our Private Education Loan portfolio more precisely. These changes have lengthened the projected remaining weighted average lives of our education loan assets. Further duration increases have occurred due to COVID-19, with projections of slower prepayments on the student loan portfolio.

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	June 30,
	2020					2019
	+300 Basis Points	+100 Basis Points	-100 Basis Points	+300 Basis Points	+100 Basis Points	-100 Basis Points

EAR - Shock	-1.20%	-0.29%	N/A	+5.8%	+1.9%	-1.9%
EAR - Ramp	-0.43%	-0.08%	N/A	+4.3%	+1.3%	-1.4%
EVE	-17.0%	-5.6%	N/A	-0.8%	-0.3%	+0.3%

In the preceding tables, the interest rate sensitivity analysis reflects the balance sheet mix of fully variable LIBOR-based loans, and fully variable funding, including brokered CDs that have been converted to LIBOR through derivative transactions. The analysis assumes that retail MMDAs and retail savings balances, while relatively sensitive to interest rate changes, will not correlate 100 percent to the full interest rate shocks or ramps. Also considered is (i) the impact of FFELP Loans, which receive floor income in low interest rate environments, and will therefore not reprice fully with interest rate shocks and (ii) the impact of fixed-rate loans that have not been fully match-funded through derivative transactions and fixed-rate funding from CDs and asset securitization.

Although we believe that these measurements provide an estimate of our interest rate sensitivity, they do not account for potential changes in credit quality, balance sheet mix, and size of our balance sheet. They also do not account for other business developments that could affect net income, or for management actions that could affect net income or could be taken to change our risk profile. Accordingly, we can give no assurance that actual results would not differ materially from the estimated outcomes of our simulations. Further, such simulations do not represent our current view of expected future interest rate movements.

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Asset and Liability Funding Gap

The table below presents our assets and liabilities (funding) arranged by underlying indices as of June 30, 2020. In the following GAAP presentation, the funding gap only includes derivatives that qualify as effective hedges (those derivatives which are reflected in net interest income, as opposed to those reflected in the “gains (losses) on derivatives and hedging activities, net” line on the consolidated statements of operations). The difference between the asset and the funding is the funding gap for the specified index. This represents at a high level our exposure to interest rate risk in the form of basis risk and repricing risk, which is the risk that the different indices may reset at different frequencies or may not move in the same direction or at the same magnitude. (Note that all fixed-rate assets and liabilities are aggregated into one line item, which does not capture the differences in time due to maturity.)


(Dollars in millions) Index	Frequency of Variable Resets	Assets		Funding⁽¹⁾		Funding Gap
Fed Funds Effective Rate	daily/weekly/monthly	$	—	$	448.5	$	(448.5)
3-month Treasury bill	weekly	110.4		—		110.4
Prime	monthly	12.2		—		12.2
3-month LIBOR	quarterly	—		400.0		(400.0)
1-month LIBOR	monthly	11,692.4		10,600.1		1,092.3
1-month LIBOR	daily	643.9		—		643.9
Non-Discrete reset⁽²⁾	daily/weekly	5,118.4		3,617.2		1,501.2
Fixed-Rate⁽³⁾		12,834.8		15,346.3		(2,511.5)
Total		$	30,412.1	$	30,412.1	$	—

______________________

⁽¹⁾ Funding (by index) includes the impact of all derivatives that qualify as effective hedges.

⁽²⁾ Assets include restricted and unrestricted cash equivalents and other overnight type instruments. Funding includes liquid retail deposits and the obligation to return cash collateral held related to derivatives exposures.

⁽³⁾ Assets include receivables and other assets (including premiums and reserves). Funding includes unswapped time deposits, liquid MMDAs swapped to fixed-rates and stockholders' equity.

The “Funding Gap” in the above table shows primarily mismatches in the 1-month LIBOR, Non-Discrete reset and fixed-rate categories. Changes in the Fed Funds Effective Rate, 3-month LIBOR and 1-Month LIBOR daily categories are generally quite highly correlated, and should offset each other relatively effectively. The funding in the fixed-rate bucket includes $1.6 billion of equity and $0.6 billion of non-interest bearing liabilities. We consider the overall repricing risk to be moderate.

We use interest rate swaps and other derivatives to achieve our risk management objectives. Our asset liability management strategy is to match assets with debt (in combination with derivatives) that have the same underlying index and reset frequency or have interest rate characteristics that we believe are highly correlated. The use of funding with index types and reset frequencies that are different from our assets exposes us to interest rate risk in the form of basis and repricing risk. This could result in our cost of funds not moving in the same direction or with the same magnitude as the yield on our assets. While we believe this risk is low, as all of these indices are short-term with rate movements that are highly correlated over a long period of time, market disruptions (some currently impacting today’s market) can lead to a temporary divergence between indices, resulting in a negative impact to our earnings.

108

Weighted Average Life

The following table reflects the weighted average lives of our earning assets and liabilities at June 30, 2020.


			Weighted
			Average
(Averages in Years)			Life
Earning assets
Education loans			5.26
Personal loans			1.08
Cash and investments			0.48
Total earning assets			4.01

Deposits
Short-term deposits			0.51
Long-term deposits			2.22
Total deposits			1.02

Borrowings


Long-term borrowings			3.87
Total borrowings			3.87

109

Item 4. Controls and Procedures

Disclosure Controls and Procedures

Our management, with the participation of our principal executive officer and principal financial officer, evaluated the effectiveness of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) as of June 30, 2020. Based on this evaluation, our principal executive officer and principal financial officer concluded that, as of June 30, 2020, our disclosure controls and procedures were effective to ensure that information required to be disclosed by us in the reports that we file or submit under the Exchange Act is (a) recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms and (b) accumulated and communicated to our management, including our principal executive officer and principal financial officer as appropriate, to allow timely decisions regarding required disclosure.

Changes in Internal Control over Financial Reporting

No change in our internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) occurred during the fiscal quarter ended June 30, 2020 that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

110

PART II. OTHER INFORMATION

Item 1. Legal Proceedings

We and our subsidiaries and affiliates are subject to various claims, lawsuits and other actions that arise in the normal course of business. It is common for the Company, our subsidiaries and affiliates to receive information and document requests and investigative demands from state attorneys general, legislative committees and administrative agencies. These requests may be for informational or regulatory purposes and may relate to our business practices, the industries in which we operate, or other companies with whom we conduct business. Our practice has been and continues to be to cooperate with these bodies and be responsive to any such requests.

For additional information regarding our legal proceedings, see Part I, Item 3. “Legal Proceedings” in our 2019 Form 10-K.

111

Item 1A. Risk Factors

Our business activities involve a variety of risks. Readers should carefully consider the risk factors disclosed in Part I, Item 1A. “Risk Factors” of our 2019 Form 10-K as well as the risk factors disclosed in Part II, Item 1A. “Risk Factors” of our quarterly report on Form 10-Q for the quarter ending March 31, 2020.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

Share Repurchases

The following table provides information relating to our purchase of shares of our common stock in the three months ended June 30, 2020.


(In thousands, except per share data)	Total Number of Shares Purchased⁽¹⁾	Average Price Paid per Share		Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs⁽²⁾	Approximate Dollar Value of Shares That May Yet Be Purchased Under Publicly Announced Plans or Programs⁽²⁾
Period:
April 1 - April 30, 2020	—	$	—	—	$	75,000
May 1 - May 31, 2020	465	$	7.85	—	$	75,000
June 1 - June 30, 2020	443	$	7.69	—	$	75,000
Total second-quarter 2020	908	$	7.77	—

_________

⁽¹⁾ The total number of shares purchased includes: (i) shares purchased under the stock repurchase programs discussed herein, and (ii) shares of our common stock tendered to us to satisfy the exercise price in connection with cashless exercises of stock options, and tax withholding obligations in connection with exercises of stock options and vesting of restricted stock, restricted stock units, and performance stock units.

⁽²⁾ On January 23, 2019, our Board of Directors authorized us to repurchase shares of our common stock up to an aggregate repurchase price not to exceed $200 million under the 2019 Share Repurchase Program. At the end of January 2020, $31 million of capacity remained under the 2019 Share Repurchase Program; with the purchase of 2.7 million shares in February 2020, we utilized all remaining capacity under the 2019 Share Repurchase Program. On January 22, 2020, our Board of Directors authorized us to repurchase shares of our common stock up to an aggregate repurchase price not to exceed $600 million under the 2020 Share Repurchase Program. The 2020 Share Repurchase Program expires on January 21, 2022. In the first quarter of 2020, we paid $525 million under an ASR agreement and received an initial delivery of 44.9 million shares. See Note 9, “Stockholders’ Equity” to our consolidated financial statements for further discussion.

The closing price of our common stock on the Nasdaq Global Select Market on June 30, 2020 was $7.03.

Item 3. Defaults Upon Senior Securities

Nothing to report.

Item 4. Mine Safety Disclosures

Not applicable.

112

Item 5. Other Information

Nothing to report.

Item 6. Exhibits

The following exhibits are furnished or filed, as applicable:



10.1			Form of SLM Corporation 2012 Omnibus Incentive Plan, Independent Director Restricted Stock Agreement - 2020.

10.2			Separation Agreement between Raymond J. Quinlan and the Company effective April 19, 2020.

10.3			Jonathan W. Witter Sign-On Equity Grant - 2020 Restricted Stock Unit Term Sheet.

10.4			Offer Letter between Donna F. Vieira and the Company dated September 18, 2018.

31.1			Certification Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

31.2			Certification Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

32.1			Certification Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

32.2			Certification Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

101.INS			XBRL Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document.

101.SCH			XBRL Taxonomy Extension Schema Document.

101.CAL			XBRL Taxonomy Extension Calculation Linkbase Document.

101.DEF			XBRL Taxonomy Extension Definition Linkbase Document.

101.LAB			XBRL Taxonomy Extension Label Linkbase Document.

101.PRE			XBRL Taxonomy Extension Presentation Linkbase Document.

104			Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101).

113

SIGNATURES

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

SLM CORPORATION

(Registrant)

By:

/S/ STEVEN J. MCGARRY

Steven J. McGarry

Executive Vice President and Chief Financial Officer

(Principal Financial Officer)

Date: July 22, 2020

114

Document

EXHIBIT 10.1

SLM Corporation 2012 Omnibus Incentive Plan

2020 Independent Director Restricted Stock Agreement

Pursuant to the terms and conditions of the SLM Corporation 2012 Omnibus Incentive Plan (the “Plan”), SLM Corporation (the “Corporation”) hereby grants to _______________(the “Grantee”) _____ shares of common stock of the Corporation, par value $0.20 (the “Restricted Stock”), on June 18, 2020 (the “Grant Date”) subject to the terms and conditions below. All capitalized terms used herein that are not defined shall have the meanings as set forth in the Plan.

100 percent of the Restricted Stock is subject to a risk of forfeiture and is non-transferable on the Grant Date.

Upon the Corporation’s 2021 annual meeting of stockholders (the “Vesting Event”), 100 percent of the Restricted Stock will vest and become transferable unless vested earlier as set forth below.

The Restricted Stock will vest and become transferable prior to the Vesting Event upon any of the following events: (i) the Grantee’s death or Disability or (ii) upon a Change in Control.

100 percent of the Restricted Stock will be forfeited if the Grantee ceases to be a director of the Corporation’s Board of Directors prior to the Vesting Event for any reason other than death, Disability (as defined below) or a Change in Control.

The Restricted Stock will be held in an account in the Grantee’s name at the Corporation’s transfer agent, currently Computershare. The Grantee is entitled to vote the shares of Restricted Stock.

Dividends declared on unvested shares of Restricted Stock will not be paid in cash currently except in the case of fractional shares as set forth below. Instead, an account established on behalf of the Grantee will be credited with an amount equal to such dividends, which amount shall be reinvested in additional shares of the Corporation’s common stock (“Dividend Equivalent”). The value of the Dividend Equivalents will be calculated in the same manner as dividends paid to holders of common stock. Such Dividend Equivalents will be subject to the same vesting schedule to which the Restricted Stock is subject. Upon vesting of any portion of the Restricted Stock, the amount of Dividend Equivalents allocable to such Restricted Stock (and any fractional share amount) will also vest and will be converted into shares of the Corporation’s common stock (provided that any fractional share amount shall be paid in cash). Dividend Equivalents declared on unvested shares of Restricted Stock are not subject to income tax until vesting, at which time they are taxed as ordinary income.

The Corporation may impose such restrictions, conditions or limitations as it determines appropriate as to the timing and manner of any transfer or sale by the Grantee of any

shares of Common Stock, including without limitation (a) restrictions under an insider trading policy and (b) restrictions that may be necessary in the absence of an effective registration statement under the Securities Act of 1933, as amended, covering the shares of the Corporation’s common stock. The sale of the shares must also comply with other applicable laws and regulations governing the sale of such shares.

As an essential term of this award, the Grantee consents to the collection, use and transfer, in electronic or other form, of personal data as described herein for the exclusive purpose of implementing, administering and managing the Grantee’s participation in the Plan. By accepting this award, the Grantee acknowledges that the Corporation holds certain personal information about the Grantee, including, but not limited to, name, home address and telephone number, date of birth, social security number or other identification number, salary, tax rates and amounts, nationality, job title, any shares of stock held in the Corporation, details of all options or any other entitlement to shares of stock awarded, canceled, exercised, vested, unvested or outstanding, for the purpose of implementing, administering and managing the Plan (“Data”). The Grantee acknowledges that Data may be transferred to any third parties assisting in the implementation, administration and management of the Plan, that these recipients may be located in jurisdictions that may have different data privacy laws and protections, and the Grantee authorizes the recipients to receive, possess, use, retain and transfer Data, in electronic or other form, for the purposes of implementing, administering and managing the Plan, including any requisite transfer of such Data as may be required to a broker or other third party with whom the Grantee or the Corporation may elect to deposit any shares of the Corporation’s common stock. The Grantee acknowledges that Data may be held to implement, administer and manage the Grantee’s participation in the Plan as determined by the Corporation, and that the Grantee may request additional information about the storage and processing of Data, require any necessary amendments to Data or refuse or withdraw the consents herein, in any case without cost, provided however, that refusing or withdrawing the Grantee’s consent may adversely affect the Grantee’s ability to participate in the Plan.

The Corporation may, in its sole discretion, decide to deliver any documents related to any awards granted under the Plan by electronic means or to request Grantee’s consent to participate in the Plan by electronic means. Grantee hereby consents to receive such documents by electronic delivery and, if requested, to agree to participate in the Plan through an on-line or electronic system established and maintained by the Corporation or another third party designated by the Corporation, and such consent shall remain in effect throughout Grantee’s term of service with the Corporation and thereafter until withdrawn in writing by Grantee.

“Disability” means the absence of the Grantee from the Corporation’s Board of Directors duties for 180 consecutive days as a result of incapacity due to mental or physical illness which is determined to be total and permanent by a physician selected by the Corporation or its insurers and reasonably acceptable to the Grantee or the Grantee’s legal representative.

The Grantee is deemed to accept this award of Restricted Stock under this Agreement and to agree that such award is subject to the terms and conditions set forth in this Agreement and the Plan unless the Grantee provides the Corporation written notification of the Grantee’s rejection of this award of Restricted Stock not later than 30 days after the Grantee’s receipt of notice of the posting of this Agreement on-line or through electronic means (in which case such award will be forfeited and the Grantee shall have no further right or interest therein as of such date).

Document

Exhibit 10.2

SEPARATION AGREEMENT AND RELEASE

SLM Corporation and its subsidiaries, predecessors, and affiliates (collectively “SLM”) and I, Raymond Quinlan, have reached the following understanding and agreement. In exchange for the Plan Benefits and other consideration listed below, I agree to comply fully with the terms of this Separation Agreement and Release (this “Agreement”). In exchange for my agreement, SLM agrees to provide me with the Plan Benefits and other consideration listed below, to which I am not otherwise entitled.

(1) Plan Benefits and Other Consideration:

(a) Resignation as Chairman and Chief Executive Officer: Effective as of the close of business on April 19, 2020 (the “Transition Date”), unless otherwise requested by SLM’s Board of Directors (the “Board”) in writing, subject to my consent which must be provided in writing, I hereby, automatically and without further action on my part or any other person or entity, resign as Chief Executive Officer of SLM and any subsidiary of SLM, including Sallie Mae Bank (the “Bank”), and all other offices and titles, boards of directors (or similar governing bodies), committees of such boards of directors (or similar governing bodies) and SLM’s committees and any other positions I may hold with SLM or any subsidiary of SLM, including the Bank, other than my role as expressly described in this Section ‎(1)‎(a). I acknowledge that, following the Transition Date, I will remain an employee of SLM, serving as Chairman of the Board as well as the board of directors for the Bank, and I will continue serving as a director for SLM and the Bank, in each case through SLM’s annual meeting of the stockholders (“Annual Meeting”), currently scheduled for June 18, 2020 (the “Effective Date,” and the period between the Transition Date and the Effective Date, the “Transition Period”). I acknowledge and agree that, following the Transition Date, the senior most officer of SLM, including the Bank, will be the Chief Executive Officer and that, during the Transition Period, the scope of my responsibilities will relate to assisting the Chief Executive Officer and the Board with such requests as either deems appropriate in assisting in the transition of the Chief Executive Officer’s responsibilities. For the avoidance of doubt, (i) I will exercise such responsibilities to the extent requested by the Chief Executive Officer or the Board, and I will not exercise any such responsibilities in such a manner that runs counter to the authority or responsibilities of the Chief Executive Officer or the Board and (ii) in my capacity as Chairman of the Board and as a representative of SLM, I agree that I will not communicate with any investors, stockholders, financial advisers, analysts, regulators, customers, clients, business partners, the media or other third parties about SLM, including its and their business practices, products services, decisions, directors, officers, employees, agents, representatives and advisors, without the prior approval of the Chief Executive Officer or at the written direction of the Board, and I will not communicate with any employees, officers, directors, agents, representatives or advisors of SLM regarding this Agreement except with the prior approval of the Chief Executive Officer or at the written direction of the Board (except to the extent publicly disclosed by SLM). I acknowledge that, during the Transition Period, subject to the restrictions set forth in this Agreement, including this

Section ‎(1)‎(a) and Section ‎(6), I may communicate with such third parties regarding my tenure and accomplishments with SLM in connection with employment offers or directorship opportunities; provided that such communications, insofar as they pertain to SLM, will be limited to retrospective information about my tenure and accomplishments as Chief Executive Officer, and shall not include any prospective information, including recommendations for action, regarding SLM. I acknowledge and agree that, following the Annual Meeting, I will no longer serve as a director for SLM or the Bank or as Chairman of the Board or the board of directors of the Bank, and I will not be listed on the slate of candidates the Board presents to the stockholders in SLM Corporation’s Definitive Proxy Statement on Schedule 14A for election to the Board.

(b) Transition Bonus: In recognition of my efforts to assist SLM in its transition to a new Chief Executive Officer, SLM will pay me a bonus of $279,000, with such amount being equivalent to the individual component of my annual incentive bonus as measured under the SLM Executive Management Incentive Program (the “MIP”), with such individual component to be measured at maximum, prorated to reflect the six (6) months for which I will have been employed in 2020 (the “MIP Transition Bonus”); provided that the payment of the MIP Transition Bonus will be contingent on my executing and not revoking the Reaffirmation on or around the Effective Date, with such MIP Transition Bonus to be paid to me within thirty (30) days following the Effective Date.

(i) Subject to my continued compliance with my obligations under this Agreement, and in consideration of the covenants set forth herein and the waiver and release set forth below, including the reaffirmation of such release at the conclusion of the Consulting Period (as defined below) by signing Schedule A (the “Reaffirmation”), I will be engaged as a consultant to SLM for a period beginning the day immediately following the Effective Date and ending on December 31, 2020 (the “Consulting End Date,” and the period between the Effective Date and the Consulting End Date, the “Consulting Period”), unless otherwise terminated by either me or SLM upon thirty (30) days’ written notice. My services hereunder during the Consulting Period will consist of such consulting and advisory services, and shall be provided at such times as may be requested from time to time by the Board, the Chief Executive Officer or any other executive officer of SLM; provided, however, that such services shall not be required for more than an average of twenty (20) hours per month. During the Consulting Period, I may perform such duties and responsibilities as may be required by the Board, the Chief Executive Officer or any other executive officer of SLM as a consultant from any location within the United States; provided that, in the event any such travel is required on behalf of SLM or the Bank, as requested by the Board or the Chief Executive Officer and upon providing me with reasonable notice of such request, SLM shall reimburse me for any reasonable travel and lodging expenses in connection with my travel. During the Consulting Period, I will not be treated as an employee of SLM or any of its subsidiaries or affiliates for any purposes, including, without limitation, for purposes of any past, present or future employee benefit plan, program or arrangement of SLM or any of its subsidiaries or affiliates, and I will not have any authority to bind SLM or any of its subsidiaries or affiliates in any way. My services hereunder during the Consulting

Period, if any, will be performed in the capacity of an independent contractor. Following the Consulting End Date, SLM will provide me with a Form 1099 reflecting any amounts earned as a consultant.

(ii) In connection with my services as a consultant during the Consulting Period, SLM will pay me an aggregate consulting fee of $465,000, with such amount to be paid in equal monthly installments from July 1, 2020 through December 31, 2020, to be paid in arrears (the “Consulting Fees”); provided that the payment of the final monthly Consulting Fee will be contingent on my executing and not revoking the Reaffirmation at the end of the Consulting Period.

(d) Plan Benefits: Unless I have revoked this Agreement pursuant to Section ‎(8) below, and provided I execute and do not revoke the Reaffirmation following the Effective Date and remain in compliance with the terms of this Agreement and the SLM Corporation Executive Severance Plan for Senior Officers (the “Plan”) from the date of this Agreement through the Effective Date, SLM will pay me severance of approximately $5,514,900 (with such amount subject to change based on a potential increase or decrease to the Average Bonus, as provided for in further detail below) pursuant to the Plan which has been calculated in the following manner: (i) $4,817,400, which represents two (2) times the sum of (A) my base salary as of the Effective Date ($930,000) and (B) my Average Bonus (as such term is defined in the Plan) ($1,478,700); and (ii) $697,500, which represents my target bonus for 2020, prorated to reflect the six (6) months for which I will have been employed in 2020 (the “Plan Benefits”). The value of the Average Bonus is subject to change based on the relative achievement of SLM’s performance metrics through the Effective Date, with such Average Bonus to be measured as set forth in the Plan. The Plan Benefits will be paid in a lump sum no earlier than the Effective Date or the eighth (8th) calendar day after my execution of the Reaffirmation, and no later than the thirtieth (30th) calendar day after the Effective Date. In addition, unless I have revoked this Agreement pursuant to Section ‎(8) or the Reaffirmation executed on or around the Effective Date, and provided I execute and do not revoke the same Reaffirmation following the Consulting End Date and remain in compliance with the terms of this Agreement during the Consulting Period, if my consulting services are terminated by SLM, except by reason of a termination for reasons that would qualify as “For Cause” (as such term is defined in the Plan) or by me for any reason, during the Consulting Period, I will receive any remaining Consulting Fees that I would have received between the date of such termination and the Consulting End Date. The Consulting Fees will be paid in a lump sum no earlier than the Consulting End Date or the eighth (8th) calendar day after my execution of the Reaffirmation, and no later than the thirtieth (30th) calendar day after the Consulting End Date. In the event SLM, through the Board or any committee of the Board, determines that, prior to the Effective Date, my employment with SLM should be terminated “For Cause,” or, during the Consulting Period, my consulting services should be terminated for any reason that would qualify as “For Cause,” the Board or such committee of the Board shall provide me written notice of such determination, and I will be permitted to submit additional information and present to the Board or such committee any facts demonstrating that no cause exists for a “For Cause” termination within fifteen (15) days of receipt of such

written notice, and the Board or such committee shall exercise good faith in issuing a supplemental determination taking into consideration such information.

(e) Outstanding Equity Awards: I acknowledge that I may receive “retirement-eligible” treatment on my unvested equity awards. Attached as Exhibit A to this Agreement is a list of my outstanding unvested equity awards and original vesting dates, as of the date hereof. Each equity award set forth in Exhibit A has been granted pursuant to the SLM Corporation 2012 Omnibus Incentive Plan (the “Omnibus Incentive Plan”), and has been evidenced by a term sheet and award agreement setting forth the terms and conditions of such equity award (the “Award Agreement”). I acknowledge that, in connection with this Agreement, my outstanding unvested equity awards set forth in Exhibit A will continue to be subject to the terms and conditions, including such vesting conditions, set forth in the applicable underlying Award Agreements. Whether I sign this Agreement or not, I understand that my rights to the equity awards and continued participation in the Omnibus Incentive Plan will be governed by the terms of the Omnibus Incentive Plan and the applicable Award Agreements.

(f) Rehiring: If I am rehired as an employee of SLM or any of its subsidiaries or affiliates within the twenty-four (24) month period following the Effective Date, I hereby agree to repay the Plan Benefits, divided by twenty-four (24) multiplied by the number of months remaining in the twenty-four (24) month period following the Effective Date, adjusted and reduced by the amount of taxes paid and withheld on that sum, within thirty (30) days after rehire, as a condition of rehire to SLM or any of its subsidiaries or affiliates.

(g) Medical/Dental/Vision Continuation: My current medical, dental, and vision coverage will continue through the end of the month of the Effective Date. Beginning on the first (1^st) day of the month following the Effective Date, I will have the right to continue my current medical, dental, and vision coverage through the Consolidated Omnibus Budget Reconciliation Act (“COBRA”) for up to 24 months following the Effective Date. Under the Plan, if I properly elect COBRA continuation coverage, SLM will pay the employer portion of the total cost of my medical, dental and vision insurance premiums during the 24-month period following the Effective Date, with such period being from July 1, 2020 through June 30, 2022; provided, however, that, if payment of such premiums would result in excise tax or other penalties imposed on SLM, a dollar amount equal to such premiums that SLM would have paid under this Section ‎(1)‎(g) during the applicable payment period shall be paid to me, instead of such premium, as additional cash severance pay.

(h) Benefit Programs: Effective on the Effective Date, I waive future coverage and benefits under all SLM disability programs to the extent not then vested based on a claim accrued through the Effective Date, but this Agreement does not affect my eligibility for other SLM medical, dental, life insurance, retirement, and benefit plans. Whether I sign this Agreement or not, I understand that my rights and continued participation in those plans will be governed by their terms, and that I generally will become ineligible for them shortly after the Effective Date, after which I may be able to purchase continued coverage under certain of such plans. I understand that, except for the benefits that may be due

under the 401(k) plans, deferred compensation, equity or pension plans to which I may be entitled under SLM’s standard employee benefit plans for similarly situated employees and executives, I will not receive any other wage, paid time off, or other similar payments from SLM or any of the entities discussed in Section (2).

(i) Subject to any earlier payment provisions set forth above, and except for the benefits and payments described in Sections ‎(1)‎(g) (Medical/Dental/Vision Continuation) and ‎(1)‎(h) (Benefit Programs), all payments or reimbursements described in this Section (1) shall be paid to me on or before the eighth (8^th) calendar day and no later than the twenty-first (21^st) calendar day after my signature on this Agreement.

(j)Section 409A: I acknowledge and agree that, as a “specified employee” (as such term is defined under Section 409A(a)(2)(B)(i) of the Code), a portion of the payments and/or benefits that I may receive under this Agreement may be subject to an additional tax under Section 409A(a)(1)(B) of the Code unless the commencement of such payments and/or benefits will be delayed until the earlier of (x) the date that is six months following the Effective Date or (y) the date of my death (in each case, the “Distribution Date”).

(2.) Release: In consideration of the Plan Benefits described above, I agree to release SLM, and all of its subsidiaries, affiliates, predecessors, successors, and all related companies, and all of its former and current officers, employees, directors, agents, representatives, advisors and employee benefit programs (and the trustees, administrators, fiduciaries, and insurers of such programs) of any of them (collectively “Released Parties”) from all actions, charges, claims, demands, damages or liabilities of any kind or character whatsoever, known or unknown, which I now have or may have had through the date I sign this Agreement, except claims that the law does not permit me to waive by signing this Agreement. For example, I am releasing all common law contract, tort, or other claims I might have, as well as all claims I might have under the Age Discrimination in Employment Act (“ADEA”), the Worker Adjustment and Retraining Notification Act of 1988 (including any state or local law equivalents), Title VII of the Civil Rights Act of 1964, Sections 1981 and 1983 of the Civil Rights Act of 1866, the National Labor Relations Act, the Americans with Disabilities Act (“ADA”), the Family and Medical Leave Act, the Genetic Information Non-Discrimination Act (“GINA”) of 2008, the Employee Retirement Income Security Act of 1974 (“ERISA”), individual relief under the Sarbanes-Oxley Act of 2002, or individual relief under the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010 or the American Recovery and Reinvestment Act of 2009, and any other federal, state or local laws. I further waive any right to payment of attorneys’ fees, which I may have incurred. It is understood and agreed that, by entering into this Agreement, SLM does not admit any violation of law or any violation of my rights as an employee; SLM has entered into this Agreement solely in the interest of resolving finally all claims and issues relating to my employment and separation.

SLM and I, the Parties (“Parties”), expressly agree however, that nothing in this Agreement shall preclude my participation as a member of a class in any suit or regulatory action brought against the Released Parties arising out of or relating to any alleged securities violations or diminution in the value of SLM securities. SLM agrees that the release under this Section ‎(2) shall not cover, and I reserve and do not waive, my rights, directly or indirectly, to

(a) seek further indemnification and/or contribution under the By-Laws of SLM or under any policy of directors and officers insurance of SLM, as may be in effect from time to time subject to the conditions set forth herein, or (b) enforce my rights under this Agreement, including any Award Agreement as referenced herein. SLM hereby reaffirms that I am entitled to indemnification through and after the Effective Date for actions taken in my capacity as an officer of SLM Corporation or applicable SLM Corporation subsidiaries under the By-Laws of the applicable subsidiary or SLM (subject to the provisions of the By-Laws, which limit indemnity in certain circumstances), and that my right to indemnification shall at all times remain equivalent to the indemnification provided to other executive officers of SLM.

(3.) Covenant Not to Sue: I agree not to sue the Released Parties with respect to any claims, demands, liabilities or obligations released by this Agreement. The Parties agree, however, that nothing contained in this covenant not to sue or elsewhere in this Agreement shall:

(a) prevent me from challenging, under the Older Workers Benefits Protection Act (29 U.S.C. § 626), the knowing and voluntary nature of my release of any age claims in this Agreement before a court, the Equal Employment Opportunity Commission (“EEOC”), or any other federal, state, or local agency;

(b) prevent me from enforcing any future claims or rights that arise under the ADEA after I have signed this Agreement; or

(c) prohibit or restrict me from: (i) making any disclosure of information required by law; (ii) filing a charge, initiating, making disclosures, testifying in, providing information to, or assisting in an investigation or proceeding brought by or to any governmental or regulatory body or official, or in any judicial or administrative action; (iii) making disclosures that are required or protected under the Sarbanes-Oxley Act of 2002, the Securities Exchange Act of 1934, and any other law, rule or regulation, subject to the jurisdiction of the Securities and Exchange Commission; or (iv) from testifying, participating in or otherwise assisting in a proceeding relating to an alleged violation of any federal or state employment law or any federal law relating to fraud or any rule or regulation of the Securities and Exchange Commission or any self-regulatory organization.

Except with respect to the proviso in Section (2) regarding alleged securities violations and notwithstanding anything to the contrary in this paragraph, I hereby waive and release any right to receive any personal relief (for example, money) as a result of any investigation or proceeding of the U.S. Department of Labor, EEOC, U.S. Department of Education, OIG, Securities and Exchange Commission, Consumer Financial Protection Bureau, or any federal, state, or local government agency or court. Further, with my waiver and release of claims in this Agreement, I specifically assign to the Released Parties my right to any recovery arising from any such investigation or proceeding.

(4.) Additional Representations and Promises: I further acknowledge and agree that:

(a) To the extent any payments owed to me under this Agreement, including the Plan Benefits, are subject to any withholding taxes or deductions, SLM is authorized

to make any such withholdings or deductions as required by law, and I will not be eligible for any additional payments in relation to such withholdings or deductions.

(b) I will return all SLM and Released Parties’ property in my possession or control to them, except I may retain copies of employment and compensation-related documents.

(c) Other than previously reported to SLM’s General Counsel, Deputy General Counsel, or the Board, I hereby represent and warrant that I have not reported any illegal or potentially illegal conduct or activities to any supervisor, manager, department head, human resources representative, director, officer, agent or any other representative of SLM, any member of the legal or compliance departments, or to the Code of Business Conduct hotline and have no knowledge of any such illegal or potentially illegal conduct or activities. I have disclosed to SLM any information I have concerning any conduct involving SLM that I have reason to believe may be unlawful or that involves any false claims to the United States. I promise to cooperate fully in any investigation SLM undertakes into matters occurring during my employment with SLM other than claims that I have in which I am a party in an action against SLM. I understand that nothing in this Agreement prevents me from cooperating with any U.S. government investigation. In addition, to the fullest extent permitted by law, I hereby irrevocably assign to the U.S. government any right I might have to any proceeds or awards in connection with any false claims proceedings against SLM.

(d) I understand that SLM in the future may change employee benefits or pay, provided such changes shall not impact the terms of any benefits or compensation provided herein.

(e) I have not suffered any job-related wrongs or injuries, such as any type of discrimination, for which I might still be entitled to compensation or relief in the future. I have properly reported all hours that I have worked and I have been paid all wages, overtime, commissions, compensation, benefits, and other amounts that SLM or any Released Party should have paid me in the past, other than with respect to any benefit plan terminations or distributions authorized (whether contingent or not) as of the Effective Date.

(f) I intentionally am releasing claims that I do not know I might have and that, with hindsight, I might regret having released. I have not assigned or given away any of the claims that I am releasing.

(g) If I initially did not think any representation I am making in this Agreement was true, or if I initially was uncomfortable making it, I resolved all my concerns before signing this Agreement. I have carefully read this Agreement, I fully understand what it means, I am entering into it knowingly and voluntarily, and all my representations in it are true. SLM would not have signed this Agreement but for my promises and representations.

(5.) Arbitration of Disputes: Except with respect to the proviso in Section ‎(2) concerning securities litigation, SLM and I agree to resolve any disputes we may have with each other through final and binding arbitration. For example, I am agreeing to arbitrate any dispute

about the validity of this Agreement, any claims regarding a breach or violation of this Agreement or any discrimination claim, which means that an arbitrator and not a court of law will decide issues of arbitrability and of liability with respect to any claim I or SLM may bring; provided, however, that either party may pursue a temporary restraining order and/or preliminary injunctive relief, with expedited discovery where necessary, in a court of competent jurisdiction to protect common law or contractual trade secret or confidential information rights and to enforce or defend against claims that I violated the post-employment restrictions in Section (6). I also agree to resolve through final and binding arbitration any disputes I have with SLM, its affiliates, or any current or former officers, employees or directors who elects to arbitrate those disputes under this subsection. Arbitrations shall be conducted by JAMS (also known as Judicial Arbitration & Mediation Services) in accordance with its employment dispute resolution rules. This Agreement to arbitrate does not apply to government agency proceedings, but does apply to any lawsuit I might bring, including but not limited to any lawsuit related to a government agency proceeding. By agreeing to this Agreement, I understand that I am waiving my right to a jury trial.

(6.) Confidentiality, Intellectual Property, Non-Competition, and Non-Solicitation: In consideration of the Plan Benefits, I agree as follows:

(a) I shall not, directly or indirectly, provide Competing Services (as defined herein) for any person, trade or business that engages in a Competing Business (as defined herein) with SLM or its subsidiaries or affiliates during the Transition Period, Consulting Period or for a period of twenty-four (24) months after the Effective Date (together, the “Restricted Period”). For the purposes of this Section ‎(6), “Competing Services” means owning, managing, operating, financing, working, consulting, advising, representing, or providing the same or similar services with or without compensation in any capacity as those I provided to SLM within the last two (2) years of my employment, including any role as director and/or executive officer, to any Competing Business. “Competing Business” means any person, trade or business, including any business unit of such person, trade or business, engaged in the origination, servicing, marketing, underwriting and/or sale/purchase of private education loans; provided that “Competing Business” will not include any company engaged in the business of providing banking or financial services, even if such company offers the origination, servicing, marketing, underwriting and/or sale/purchase of private education loans among its financial services, if, in the course of my duties with such company, I do not provide any Competing Services to the company in any relation to the origination, servicing, marketing, underwriting and/or sale/purchase of private education loans.

(b) At all times during my employment or after the Effective Date, except as required or permitted by statute, regulation or court order, or pursuant to written consent given by SLM’s General Counsel, I agree not to disclose to anyone any of the information or materials that are proprietary or trade secrets of SLM or are otherwise confidential. This may include, but is not limited to, know-how, technical data, processes, techniques, developments, inventions, research projects, new products, plans for future developments, responses to “Requests for Proposals,” “Letters of Understanding,” negotiations for new business ventures or strategic alliances, litigation and potential litigation matters, computer code and/or design of proprietary loan systems, personnel records and salary information, information about costs, profits, markets, sales, and lists of customers, potential customers and/or employees. This list is merely

illustrative and proprietary or confidential information is not limited to these illustrations. I agree that all written and computer stored materials (including correspondence, memoranda, manuals, notes, and notebooks) which had been in my possession from time to time (whether or not written or prepared by me) embodying confidential information should be and remains SLM’s sole property and I will use all reasonable precautions to assure that all such written and computer stored materials are properly protected and kept from unauthorized persons. I further agree to deliver same, including all copies, promptly to SLM upon the Effective Date. In the event that I am unsure whether certain material or information is confidential, I agree to consult SLM’s General Counsel for resolution and agree to be bound by his or her decision. I acknowledge that information that becomes public other than through my unauthorized disclosure in breach of this Agreement, SLM’s policies relating to confidential information or any other agreements, arrangements or plans under which I am subject to during my employment with SLM, including the Restrictive Covenant Agreement, shall not be considered “confidential.”

Notwithstanding the foregoing, nothing in this Agreement or otherwise limits my ability to communicate directly with and provide information, including documents, not otherwise protected from disclosure by any applicable law or privilege to the Securities and Exchange Commission (the “SEC”), or any other federal, state or local governmental agency or commission or self-regulatory organization (each such agency, commission or organization, a “Government Agency”) regarding possible legal violations, without disclosure to SLM. SLM may not retaliate against me for any of these activities, and nothing in this Agreement requires me to waive any monetary award or other relief that I might become entitled to from the SEC or any other Government Agency.

Pursuant to the Defend Trade Secrets Act of 2016, SLM and I acknowledge and agree that I shall not have criminal or civil liability under any federal or state trade secret law for the disclosure of a trade secret that (i) is made (A) in confidence to a federal, state, or local government official, either directly or indirectly, or to an attorney and (B) solely for the purpose of reporting or investigating a suspected violation of law; or (ii) is made in a complaint or other document filed in a lawsuit or other proceeding, if such filing is made under seal. In addition and without limiting the preceding sentence, if I file a lawsuit for retaliation by SLM for reporting a suspected violation of law, I may disclose the trade secret to my attorney and may use the trade secret information in the court proceeding, if I (X) file any document containing the trade secret under seal and (Y) do not disclose the trade secret, except pursuant to court order.

(c) I agree that, during the Restricted Period, I shall not solicit or encourage any employee with whom I communicated within the last year of my employment to leave the employ of SLM, or hire any such employees. Notwithstanding the foregoing, I will not be deemed to have breached this Agreement if an individual responds to general solicitations in publications or on websites, or through the use of search firms by any person, trade or business to which I become affiliated, so long as such general solicitations or search firm activities are not targeted specifically at any current or former employees of SLM, and, through no direct or indirect action by me, is hired by the person, trade or business with which I had become affiliated. Further, during the Restricted Period, I shall not, directly or indirectly, contact or accept business in relation to the Competing Business that SLM could otherwise perform from any of SLM’s

customers or prospective customers with whom I communicated within the last two (2) years of my employment.

(d) I further agree not to disparage, place in a false or negative light or criticize, or make any false statements that may damage the reputation of, orally or in writing, SLM, its business practices, products, policies, services, decisions, directors, officers, employees, agents, representatives, advisors or any other entity or person covered by this Agreement. SLM agrees that, on or about the Effective Date, it will provide a direction to its Board, its “officers” (as such term is defined by Section 16 of the Securities Exchange Act of 1934 (“Section 16 Officers”)), and any individuals who directly report to the Chief Executive Officer of SLM, not to disparage, place in a false or negative light or criticize, orally or in writing, me to any person or in any way; provided, however, that the Board and the Section 16 Officers may respond accurately and fully to any question, inquiry, or request for information when required by legal process or in response to a governmental inquiry; provided, further, that SLM’s internal deliberations, including meetings and communications of the Board (including any committee or subcommittee of the Board), the Section 16 Officers or any other executives, employees, consultants or agents shall not be subject to this provision, so long as such deliberations are not provided to third parties and are maintained in a confidential manner.

(e) I agree that all Inventions (“Inventions”) (which herein shall be deemed to include improvements, ideas or discoveries, whether patentable or not and whether reduced to practice or not, all copyright and copyrightable materials, and all other intellectual property or proprietary rights) conceived of or made, produced or written by me alone or with others, whether or not during usual business hours, during the period of my employment by SLM, belong to SLM, unless specifically disclaimed by SLM, provided such Inventions grew out of my work with SLM or are related in any manner to the business actually engaged in or actively anticipated during my employment at SLM (i.e., if I invented a new lawn mower, SLM shall not own such invention because the invention did not grow out of my work with SLM and it is not related to SLM’s actual or anticipated business). I hereby agree that all Inventions, patents and copyrights covered by this Agreement are the sole property of SLM and SLM is free to use them in any way in its best interest. For instance, but without limitation, the rights enjoyed by SLM hereunder may be assigned, licensed or sold without my consent at any time to any successor-in-interest of SLM, or to any parent, sister corporation, affiliate or subsidiary of SLM or any third party. SLM and its licensees, successors, and assigns (direct or indirect) are not required to designate me as an author of any Invention which is subject to this Paragraph ‎(6)‎(e), when it is distributed, publicly or otherwise, or to secure my permission to change or otherwise alter its integrity. I further agree that I will sign and deliver promptly to SLM written instruments and give testimony or furnish other data as may be necessary or proper in the opinion of SLM to obtain, maintain and enforce patents and/or copyrights or assignments thereof (as applicable) for such Inventions in the United States and all foreign countries. I acknowledge and agree that with respect to any and all Inventions which are subject to this Paragraph ‎(6)‎(e) of this Agreement that qualify as a “work made for hire” as defined in 17 U.S.C. § 101 or otherwise pursuant to applicable law, such Invention is and will be deemed a “work made for hire” for the purposes of 17 U.S.C. § 101 and applicable law. To the extent that sole and exclusive title and/or ownership rights may not have originally vested in SLM as contemplated herein with respect to any such Invention, I hereby irrevocably and unconditionally assign, sell, transfer, and release to

SLM all my right, title and interest in and to each and every Invention (and improvements therein and thereto) which is subject to this Paragraph ‎(6)‎(e) of this Agreement. These obligations shall continue indefinitely with respect to such Inventions.

(f) I expressly agree that the markets served by SLM extend nationally, are not dependent on the geographic location of the personnel or the businesses by which they are employed and that the restrictions set forth in this Section ‎(6) have been designed to be reasonable, are no greater than are required for the protection of SLM and do not prevent me from earning a livelihood by working in positions that do not compete with SLM. In the event that a court or arbitrator shall determine that any provision of the Agreement is unenforceable, the Parties shall request that the court or arbitrator construe this Agreement in such a fashion as to render it enforceable and to revise time, geographic and functional limits to those minimum limits that the court or arbitrator believes are reasonable to protect either SLM’s interests or my interests. I acknowledge and agree that this covenant has unique, substantial and immeasurable value to SLM, that I have sufficient skills to provide a livelihood for me while this covenant remains in force, and that this covenant will not interfere with my ability to work consistent with my experience, training, and education. To enable SLM to monitor compliance with the obligations imposed by this Agreement, I further agree to inform in writing Sallie Mae’s Senior Vice President, Human Resources of the identity of my subsequent employer(s) and my prospective job title and responsibilities prior to beginning employment. I agree that this notice requirement shall remain in effect during the Restricted Period.

(g) In the event that the Board or its successor reasonably determines that I have violated any of the post-employment restrictions of the Agreement or if a court at my request determines that all or a substantial part of such restrictions are held to be unenforceable, I will return to SLM all payments made under the Plan Benefits and the Consulting Fees. The illegality, unenforceability, or ineffectiveness of any provision of this Section ‎(6) shall not affect the legality, enforceability, or effectiveness of any other provision of this Agreement. I may disclose my SLM restrictive covenants to perspective employers and agree that SLM may provide a copy of this Agreement to my prospective or future employers.

(7.) Review Period: I hereby acknowledge (a) that I received a copy of this Agreement on or about March 25, 2020; (b) that I was offered a period of twenty-one (21) calendar days to review and consider it; (c) that I understand I could use as much of the twenty-one (21) calendar day period as I wish prior to signing; and (d) that I was strongly encouraged to consult with an attorney in writing before signing this Agreement, and understood whether or not to do so was my decision.

(8.) Revocation of Claims: I understand that I may revoke the waiver of ADEA claims made in this Agreement within seven (7) days of my signing. My waiver and release of claims under ADEA shall not be effective or enforceable. Revocation of claims can be made by delivering a written notice of revocation to the Chief Human Resources Officer, with a copy to the General Counsel, at the following address: Sallie Mae, Inc., 300 Continental Drive, Newark, DE 19713.

(9.) I acknowledge that I have read and understand all of the provisions of this Agreement. This Agreement represents the entire agreement between the Parties concerning the

subject matter hereof and shall not be altered, amended, modified, or otherwise changed except by a writing executed by both Parties. I understand and agree that this Agreement, if not timely revoked pursuant to Section ‎(8), is final and binding when executed by me. I sign this document freely, knowingly and voluntarily. I acknowledge that I have not relied upon any representation or statement, written or oral, not set forth in this Agreement. If any provision of this Agreement is held by a court of competent jurisdiction or by an arbitrator to be unenforceable or contrary to law, the remainder of that provision and the remaining provisions of this Agreement will remain in full force and effect to the maximum extent permitted by applicable law. This Agreement is governed by federal laws and the laws of the State of Delaware.

(10.) In addition, in consideration of the Plan Benefits and other consideration described above, I further agree to cooperate with SLM, its affiliates, and its legal counsel in any legal proceedings currently pending or brought in the future against SLM, including, but not limited to: (a) participation as a witness; (b) drafting, producing, and reviewing documents; (c) assisting with interviews, depositions, discovery, hearings, and trial; and (d) contacting SLM. In the event I am requested, with reasonable notice, to travel as part of this litigation cooperation, SLM agrees to pay my reasonable out-of-pocket expenses.

Before you sign this Agreement, please take it home, read through each section and carefully consider it. SLM recommends that you discuss it with your personal attorney (any personal attorney fees are not covered under the terms of this Agreement). You have up to twenty-one (21) calendar days to consider this Agreement. By signing this Agreement, you will be waiving any claims whether known or unknown.

________/s/ Raymond Quinlan______________ _____4/4/20_________________________

Name: Raymond Quinlan Date

_______/s/ William N. Shiebler______________ ______4/9/20________________________

Name: William N. Shiebler Date

Chair, Nominations, Governance and Compensation Committee

SLM Corporation

Document

Exhibit 10.3

SLM Corporation 2012 Omnibus Incentive Plan

Sign-On Equity Grant

2020 Restricted Stock Unit Term Sheet

This Restricted Stock Unit Term Sheet (this “Agreement”) further describes the terms of the RSUs granted to Grantee pursuant to the Restricted Stock Unit Grant Notice. The Restricted Stock Unit Grant Notice and the SLM Corporation 2012 Omnibus Incentive Plan (the “Plan”) are incorporated herein in their entirety.

1. Vesting Schedule. Unless vested earlier as set forth below, the Award will vest, and will be converted into shares of common stock, as follows: (1) 40% to vest on the first anniversary of the Grant Date; (2) 40% on the second anniversary of the Grant Date and (3) 20% on the third anniversary of the Grant Date.

2. Employment Termination; Death; Disability. Except as provided below, if the Grantee voluntarily ceases to be an employee of SLM Corporation (the “Corporation”) (or one of its subsidiaries) for any reason or his employment is terminated by the Corporation for Misconduct (as defined below), he shall forfeit any portion of the Award that has not vested as of the date of such termination of employment. For purposes of this Agreement, “Misconduct” is defined as an act of embezzlement, fraud, dishonesty, nonpayment of any obligation owed to the Corporation, breach of fiduciary duty or deliberate disregard of Corporation rules; an unauthorized disclosure of any Corporation trade secret or confidential information; any conduct constituting unfair competition; inducing any customer of the Corporation to breach a contract with the Corporation or any principal for whom the Corporation acts as agent to terminate such agency relationship; or engaging in any other act or conduct proscribed by the senior human resources officer as Misconduct.

If not previously vested, the Award will continue to vest, and will be converted into shares of common stock, on the original vesting terms and vesting dates set forth above in the event that (i) the Grantee’s employment is terminated by the Corporation for any reason other than for Misconduct or (ii) the Grantee voluntarily ceases to be an employee of the Corporation (or one of its subsidiaries) and meets the Corporation’s retirement eligibility requirements under the Corporation’s then current retirement eligibility policy, which shall be determined by the Corporation in its sole discretion.

If not previously vested, the Award will vest, and will be converted into shares of common stock, upon death or Disability (provided that such Disability qualifies as a “disability” within the meaning of Treasury Regulation Section 1.409A-3(i)(4)).

The unvested portion of the Award shall be forfeited upon termination of employment due to Misconduct.

Notwithstanding anything stated herein, the Plan or in the SLM Corporation Change in Control Severance Plan for Senior Officers, this Award shall not be subject to the terms set forth in the SLM Corporation Change in Control Severance Plan for Senior Officers.

3. Change in Control. Notwithstanding anything to the contrary in this Agreement:

(a) In the event of a Change in Control in which the acquiring or surviving company in the transaction does not assume or continue outstanding Awards upon the Change in

Control, then any portion of the Award that is not vested shall become 100 percent vested; provided, however, the conversion of the accelerated portion of the RSUs into shares of common stock (i.e., the settlement of the Award) will nevertheless be made at the same time or times as if such RSUs had vested in accordance with the vesting schedule set forth in Section 1 or, if earlier, upon the termination of Grantee’s employment for reasons other than Misconduct.

(b) If Grantee’s employment shall terminate within twenty-four months following a Change in Control for any reason other than (i) by the Company for Misconduct or (ii) by Grantee’s voluntary termination of employment that is not a Termination of Employment for Good Reason, as defined in the Change in Control Severance Plan for Senior Officers (if applicable to the Grantee), any portion of the Award not previously vested shall immediately become vested, and shall be converted into shares of common stock, upon such employment termination.

4. Taxes; Dividends. The Grantee of the Award shall make such arrangements as may reasonably be required by the Corporation, including transferring a sufficient number of shares of the Corporation’s common stock, to satisfy the income and employment tax withholding requirements that accrue upon the Award becoming vested or, if applicable, settled in shares of the Corporation’s common stock (by approving this Agreement, the Nominations, Governance, and Compensation Committee (the “Committee”) hereby approves the transfer of such shares to the Corporation for purposes of SEC Rule 16b-3). Dividends declared on an unvested Award will not be paid in cash currently except in the case of fractional shares as set forth below. Instead, an account established on behalf of the Grantee will be credited with an amount equal to such dividends, which amount shall be reinvested in additional shares of the Corporation’s common stock (“Dividend Equivalent”). The value of the Dividend Equivalents will be calculated in the same manner as dividends paid to holders of common stock. Such Dividend Equivalents will be subject to the same vesting schedule to which the Award is subject. Upon vesting of any portion of the Award, the amount of Dividend Equivalents allocable to such Award (and any fractional share amount) will also vest and will be converted into shares of the Corporation’s common stock (provided that any fractional share amount shall be paid in cash).

5. Section 409A. For purposes of section 409A of the Internal Revenue Code, the regulations and other guidance thereunder and any state law of similar effect (collectively “Section 409A”), each payment and benefit payable under this Agreement is hereby designated as a separate payment. The parties intend that all RSUs provided under this Agreement and shares issuable hereunder comply with or be exempt from the requirements of Section 409A so that none of the payments or benefits will be subject to the adverse tax penalties imposed under Section 409A, and any ambiguities herein will be interpreted to so comply. Notwithstanding anything in the Plan or this Agreement to the contrary, if the vesting of the balance, or some lesser portion of the balance, of the RSUs is to be accelerated in connection with the Grantee’s termination of service, such accelerated RSUs will not be settled by virtue of such acceleration until and unless the Grantee has a “separation from service” within the meaning of Section Treasury Regulation 1-409A-1(h), as determined by the Corporation, in its sole discretion. Further, and notwithstanding anything in the Plan or this Agreement to the contrary, if (x) any of the RSUs to be provided in connection with the Grantee’s separation from service do not qualify for any reason to be exempt from Section 409A, (y) the Grantee is, at the time of such separation from service, a “specified employee” (as defined in Treasury Regulation Section 1.409A-1(i)) and (z) the settlement of such RSUs would result in the imposition of additional tax under

Section 409A if such settlement occurs on or within the six (6) month period following the Grantee’s separation from service, then, to the extent necessary to avoid the imposition of such additional taxation, the settlement of any such RSUs during such six (6) month period will accrue and will not be settled until the date six (6) months and one (1) day following the date of the Grantee’s separation from service and on such date (or, if earlier, the date of the Grantee’s death), such RSUs will be settled.

6. Clawback Provision. If the SLM Corporation Board of Directors (the “Board”), or an appropriate committee thereof, determines that, (a) any material misstatement of financial results or a performance metric criteria has occurred as a result of the Grantee’s conduct or (b) the Grantee has committed a material violation of corporate policy or has committed fraud or Misconduct, then the Board or such committee may, in its sole discretion, require reimbursement of any compensation resulting from the vesting of RSUs and the cancellation of any outstanding RSUs from the Grantee (whether or not such individual is currently employed by the Corporation) during the three-year period following the date on which the conduct resulting in the material misstatement occurred, or the date such violation, fraud or Misconduct occurred, as determined by the Board or the applicable committee. The Board or such committee shall consider all factors, with particular scrutiny when one of the Senior Vice Presidents or above are involved, in determining whether and to what extent such involvement described herein occurred and the amount of such reimbursement. Notwithstanding anything to the contrary herein, this provision shall be subject to adjustment and amendment to conform with any subsequently adopted policy or amendment relating to the clawback of compensation as may be adopted by the Board or an appropriate committee thereof.

7. Securities Law Compliance. The Corporation may impose such restrictions, conditions or limitations as it determines appropriate as to the timing and manner of any transfer or sale by the Grantee of any shares of the Corporation’s common stock, including without limitation (a) restrictions under an insider trading policy and (b) restrictions that may be necessary in the absence of an effective registration statement under the Securities Act of 1933, as amended, covering the shares of the Corporation’s common stock. The sale of the shares must also comply with other applicable laws and regulations governing the sale of such shares.

8. Data Privacy. As an essential term of this award, the Grantee consents to the collection, use and transfer, in electronic or other form, of personal data as described herein for the exclusive purpose of implementing, administering and managing Grantee’s participation in the Plan. By accepting this award, the Grantee acknowledges that the Corporation holds certain personal information about the Grantee, including, but not limited to, name, home address and telephone number, date of birth, social security number or other identification number, salary, tax rates and amounts, nationality, job title, any shares of stock held in the Corporation, details of all options or any other entitlement to shares of stock awarded, canceled, exercised, vested, unvested or outstanding, for the purpose of implementing, administering and managing the Plan (“Data”). Grantee acknowledges that Data may be transferred to any third parties assisting in the implementation, administration and management of the Plan, that these recipients may be located in jurisdictions that may have different data privacy laws and protections, and Grantee authorizes the recipients to receive, possess, use, retain and transfer the Data, in electronic or other form, for the purposes of implementing, administering and managing the Plan, including any requisite transfer of such Data as may be required to a broker or other third party with whom the Grantee

or the Corporation may elect to deposit any shares of the Corporation’s common stock. Grantee acknowledges that Data may be held to implement, administer and manage the Grantee’s participation in the Plan as determined by the Corporation, and that Grantee may request additional information about the storage and processing of Data, require any necessary amendments to Data or refuse or withdraw the consents herein, in any case without cost, provided however, that refusing or withdrawing Grantee’s consent may adversely affect Grantee’s ability to participate in the Plan.

9. Electronic Delivery. The Corporation may, in its sole discretion, decide to deliver any documents related to any awards granted under the Plan by electronic means or to request Grantee’s consent to participate in the Plan by electronic means. Grantee hereby consents to receive such documents by electronic delivery and, if requested, to agree to participate in the Plan through an on-line or electronic system established and maintained by the Corporation or another third party designated by the Corporation, and such consent shall remain in effect throughout Grantee’s term of service with the Corporation (or its subsidiaries) and thereafter until withdrawn in writing by Grantee.

10. Board Interpretation. The Grantee hereby agrees to accept as binding, conclusive, and final all decisions and interpretations of the Board and, where applicable, the Committee concerning any questions arising under this Agreement or the Plan.

11. No Right to Continued Employment. Nothing in the Plan, in this Agreement or any other instrument executed pursuant thereto or hereto shall confer upon the Grantee any right to continued employment with the Corporation or any of its subsidiaries or affiliates.

12. Amendments for Accounting Charges. The Committee reserves the right to unilaterally amend this Agreement to reflect any changes in applicable law or financial accounting standards.

13. Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of Delaware, without giving effect to principles of conflicts of law.

14. Notices. All notices, requests, demands and other communications under this Agreement shall be in writing and shall be deemed to have been duly given if personally delivered, telefaxed or telecopied to, or, if mailed, when received by, the other party at the following addresses:

If to the Corporation to:

Human Resources Department

ATTN: Total Rewards

300 Continental Drive

Newark, DE 19713

If to the Grantee, to (i) the last address maintained in the Corporation’s Human Resources files for the Grantee or (ii) the Grantee’s mail delivery code or place of work at the Corporation (or its subsidiaries).

15. Plan Controls; Entire Agreement; Capitalized Terms. In the event of any conflict between the provisions of this Agreement and the provisions of the Plan, the terms of the Plan control, except as expressly stated otherwise herein. This Agreement, the Plan and the Restricted Stock Unit Grant Notice together set forth the entire agreement and understanding between the parties as to the subject matter hereof and supersede all prior oral and written and all contemporaneous or subsequent oral discussions, agreements and understandings of any kind or nature. Capitalized terms not defined herein shall have the meanings as described in the Plan or in the Restricted Stock Unit Grant Notice.

16. Miscellaneous. In the event that any provision of this Agreement is declared to be illegal, invalid or otherwise unenforceable by a court of competent jurisdiction, such provision shall be reformed, if possible, to the extent necessary to render it legal, valid and enforceable, or otherwise deleted, and the remainder of this Agreement shall not be affected except to the extent necessary to reform or delete such illegal, invalid or unenforceable provision. The headings in this Agreement are solely for convenience of reference, and shall not constitute a part of this Agreement, nor shall they affect its meaning, construction or effect. The Grantee shall cooperate and take such actions as may be reasonably requested by the Corporation in order to carry out the provisions and purposes of the Agreement. The Grantee is responsible for complying with all laws applicable to Grantee, including federal and state securities reporting laws.

Grantee is deemed to accept this Award of RSUs under this Agreement and to agree that such Award is subject to the terms and conditions set forth in this Agreement and the Plan unless Grantee provides the Corporation written notification of Grantee’s rejection of this Award of RSUs not later than 30 days after Grantee’s receipt of notice of the posting of this Agreement on-line or through electronic means (in which case such Award will be forfeited and Grantee shall have no further right or interest therein as of such date).

Document

EXHIBIT 10.4

https://cdn.kscope.io/baa7366e23bd786c228e6e77349327cb-slm1.jpg

300 Continental Drive

Newark, DE 19713

Bonnie Rumbold

Chief Human Resources Officer

September 13, 2018

Donna Vieira

Dear Donna:

On behalf of Sallie Mae (the “Company”), I am pleased to offer you employment in the position of Chief Marketing Officer. You will report to Raymond Quinlan, Chief Executive Officer. Your first day of employment will be on January 14, 2019, contingent upon any notice period required by your current or any prior employer.

Your annualized base salary of $450,000 will be paid bi-weekly. You will also be eligible for our employee benefits package. Your benefits coverage will take effect on the first calendar day of the month following your start date.

Starting in 2019, your annual bonus target will be 125% of your base salary, subject to the terms and conditions of the Company's Executive Management Incentive Plan (MIP). Bonus amounts for the 2019 performance period are paid in the first quarter of 2020; you must be employed with Sallie Mae on the date of payment to be eligible. We will share more information about the terms and conditions of this bonus plan after your start date.

You will also receive a one-time cash sign-on bonus of $550,000, less applicable taxes, to be paid on the pay date following 30 days of active employment. If you voluntarily terminate your employment or if your employment is involuntarily terminated by the Company prior to the satisfactory completion of one year of service, you agree to be liable to re-pay the Company for the entire $550,000 sign-on bonus granted. If your employment is voluntarily or involuntarily terminated after one year of service but less than two years of service, you will be liable to re-pay the Company for $275,000, which is 50% of the amount paid as a sign-on bonus. By signing your acceptance of the terms of this offer, you agree to repay all monies owed to the Company within 30 days of the effective date of your voluntary or involuntarily termination.

You will also receive a $450,000 sign-on equity award to be issued in the form of restricted stock units (RSUs), subject to vesting restrictions. This award will be granted following your start date. The terms and conditions of this award will be provided to you when issued.

As part of the annual management review process you will be eligible to receive an equity grant in early 2020 based on the full year target level award for your position, which is currently $450,000. This target level, the award amount, and the grant date are subject to change and must be approved by the Nominations, Governance and Compensation Committee of the Board of Directors. Agreements detailing your award and its vesting terms will be provided at the time of grant.

You will be eligible to participate in the benefit programs provided to Officers of the Company at the Executive Officer level including the SLM Relocation Services policy at the Executive Level, or its successor policy. and the SLM Corporation Severance Plan for Senior Officers and the Change in Control Severance Plan for Senior Officers

or their respective successor plans. Other benefits include the Executive Physical Program and the Supplemental 40l(k) Savings Plan, in addition to our regular package of employee benefits.

You represent that you have not taken, and agree that you will not take in connection with your employment with the Company, any action that would violate any contractual or other restriction or obligation that is binding on you or any continuing duty you may owe to others, including to your current and any prior employer. If you are not able to make this representation or your representation is false, then the Company reserves the right to terminate your employment for Cause, with the consequences resulting therefrom under any compensation or benefit plan. You acknowledge that in the event of a conflict with any other agreement (whether written or oral) or understanding that you have with the Company, the terms of this letter agreement control and that this letter agreement supersedes any prior discussions regarding your employment with the Company.

This offer is contingent on the Company’s standard employment practices, which means that your acceptance of this offer serves as an agreement to participate in Company-required background checks, which include drug screening and fingerprinting, as well as the ability to perform your proposed job duties at the Company without violating the terms of a non-compete or other restrictive covenant with any current or former employer. The Company retains the right to rescind this offer of employment depending on the outcome of these steps, or failure to complete any steps throughout the pre-employment process. As you may know, employment at the Company is at-will and nothing in this offer changes this status.

The Company will withhold all taxes and charges that it is required by law to withhold.

Next steps in the pre-employment process:

1) Complete, sign and return the attached Authorization to Obtain Employment Background Report to authorize Sterling Talent Solutions to initiate an executive background check. You will also be provided with an Officer Candidate Questionnaire to assist us in assessing. among other things, conflicts of interest and related-party transactions, and for SEC reporting purposes. Please complete, sign and return the Authorization Form and the Officer Candidate Questionnaire to me as soon as possible, as this process can take several weeks to complete.

2) Initiate the fingerprinting process by opening the email that you receive from First Advantage, a Sallie Mae vendor, and complete all necessary steps described within three days upon receipt. Once you have completed this step, you will receive another email from First Advantage with next steps to complete your FBI fingerprinting.

3) Initiate the drug testing process by opening the email that you receive from Sterling, a Sallie Mae vendor, and complete the steps as described. You must complete the drug test within three days of receiving this email. Log onto https://e i9.adp.com/ei9/public/index. html? clientId =SMK1#/home and complete Section 1of the Form I-9, located under the eI-9 Compliance link.

You should receive the email notifications from the above-mentioned vendors within 24-48 hours of accepting this offer letter and completing the background authorization form. Please contact our HR Operations team, 855-SLMA-007 option 4, if you do not receive them or have any questions throughout your pre-employment process. Failure to complete the drug screen and fingerprinting steps in the allotted time may result in the rescission of your offer.

Expectations on your first day of employment:

Your first day will consist of New Hire Orientation designed to welcome you to the Company and provide you with a comprehensive introduction to Sallie Mae. At that time you will have the opportunity to electronically review and sign the Agreement Regarding Confidentiality, Intellectual Property, and Non-Solicitation, which is a requirement for employment. On your first day with Sallie Mae, please bring with you the necessary documents that you choose to provide as proof of your employment eligibility. Your document choices are outlined in the Form I-9.

Please indicate your acceptance of our offer as set forth in this letter by signing and returning this letter to my attention by Thursday, September 20, 2018, at the address provided on this letter. I encourage you to keep a copy of this letter for your records.

Donna, we are delighted to have you join Sallie Mae and look forward to working with you. Please call me at 302-584-2511 with any questions you may have or if I can be of further assistance in your upcoming transition.

Sincerely,

/s/ Bonnie Rumbold

Bonnie Rumbold

Agreed and Signed by:

/s/ Donna Vieira

________________________ Date: September 17, 2018

Donna Vieira

Agreed and Signed by Sallie Mae Bank:

/s/ Ray Quinlan

________________________ Date: September 18, 2018

Ray Quinlan

Chief Executive Officer

Document

Exhibit 31.1

Certification Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

I, Jonathan W. Witter, certify that:

1. I have reviewed this quarterly report on Form 10-Q of SLM Corporation;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.


/s/ JONATHAN W. WITTER
Jonathan W. Witter
Chief Executive Officer
(Principal Executive Officer)
July 22, 2020

Document

Exhibit 31.2

Certification Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

I, Steven J. McGarry, certify that:

1. I have reviewed this quarterly report on Form 10-Q of SLM Corporation;

b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.


/s/ STEVEN J. MCGARRY
Steven J. McGarry
Executive Vice President and Chief Financial Officer
(Principal Financial Officer)
July 22, 2020

Document

Exhibit 32.1

CERTIFICATION PURSUANT TO

18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report of SLM Corporation (the “Company”) on Form 10-Q for the quarter ended June 30, 2020, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Jonathan W. Witter, Chief Executive Officer of the Company, certify, pursuant to 18 U.S.C. § 1350, as adopted pursuant to § 906 of the Sarbanes-Oxley Act of 2002, that:

(1) The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

(2) The information contained in the Report fairly presents, in all material respects, the financial condition and result of operations of the Company.


/s/ JONATHAN W. WITTER
Jonathan W. Witter
Chief Executive Officer
(Principal Executive Officer)
July 22, 2020

Document

Exhibit 32.2

CERTIFICATION PURSUANT TO

18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report of SLM Corporation (the “Company”) on Form 10-Q for the quarter ended June 30, 2020, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Steven J. McGarry, Executive Vice President and Chief Financial Officer of the Company, certify, pursuant to 18 U.S.C. § 1350, as adopted pursuant to § 906 of the Sarbanes-Oxley Act of 2002, that:

(1) The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

(2) The information contained in the Report fairly presents, in all material respects, the financial condition and result of operations of the Company.


/s/ STEVEN J. MCGARRY
Steven J. McGarry
Executive Vice President and Chief Financial Officer
(Principal Financial Officer)
July 22, 2020