SLM Annual Report 2020 | Quarterlytics

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FY2020 Annual Report · SLM

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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

Form 10-K

(Mark One)
☑
ACT OF 1934

ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE

For the fiscal year ended December 31, 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

(State or other jurisdiction of
incorporation or organization)

300 Continental Drive
(Address of principal executive offices)

Newark,

Delaware

52-2013874

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

19713
(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

Floating Rate Non-Cumulative Preferred Stock, Series B,
par value $.20 per share

SLM

SLMBP

The NASDAQ Global Select Market

Securities registered pursuant to Section 12(g) of the Act: None

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ☑ No ☐
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Act. Yes ☐ No ☑
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 ☑ 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 ☑ 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. (Check one):

Large accelerated filer

Non-accelerated filer

Emerging growth
company

☑
☐

☐

(Do not check if a smaller reporting company)

Accelerated filer ☐
Smaller reporting 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 has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over
financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report.
☑

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

The aggregate market value of voting common stock held by non-affiliates of the Registrant as of June 30, 2020 was $2.6 billion (based on closing sale price of

$7.03 per share as reported for the NASDAQ Global Select Market).

As of January 31, 2021, there were 363,671,446 shares of common stock outstanding.

Portions of the proxy statement relating to the Registrant’s 2021 Annual Meeting of Stockholders are incorporated by reference into Part III of this Annual Report

on Form 10-K.

DOCUMENTS INCORPORATED BY REFERENCE

SLM CORPORATION

TABLE OF CONTENTS

Forward-Looking and Cautionary Statements . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Available Information . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

PART I

Item 1.

Business . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Item 1A. Risk Factors . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Item 1B. Unresolved Staff Comments . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Properties . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Item 2.

Item 3.

Legal Proceedings . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Item 4. Mine Safety Disclosures . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

PART II

Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of
Equity Securities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Selected Financial Data . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Item 6.

Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations . . . .

Item 7A. Quantitative and Qualitative Disclosures about Market Risk . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Item 8.

Financial Statements and Supplementary Data . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Item 9.

Changes in and Disagreements with Accountants on Accounting and Financial Disclosure . . . .

Item 9A. Controls and Procedures . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Item 9B. Other Information . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

PART III.

Item 10. Directors, Executive Officers and Corporate Governance . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Item 11. Executive Compensation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder

Matters . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Item 13. Certain Relationships and Related Transactions, and Director Independence . . . . . . . . . . . . . . .

Item 14. Principal Accounting Fees and Services . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

PART IV

Item 15. Exhibits, Financial Statement Schedules . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Page
Number

103

104

104
104

104

105

FORWARD-LOOKING AND CAUTIONARY STATEMENTS

References in this Annual Report on Form 10-K 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 Annual Report on Form 10-K 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 2021 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, net charge-offs, non-
interest expenses, earnings, balance sheet position, and other metrics; 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 this Annual Report on Form 10-K and subsequent filings
with the Securities and Exchange Commission (“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 credit 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 Annual Report on
Form 10-K 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.

AVAILABLE INFORMATION

Our website address is www.salliemae.com. Copies of our Annual Reports on Form 10-K, Quarterly Reports on Form

10-Q and Current Reports on Form 8-K, as well as any amendments to those reports, and our Proxy Statements and any
significant investor presentations, are available free of charge through our website as soon as reasonably practicable after they
are electronically filed with, or furnished to, the SEC. The SEC maintains a website at www.sec.gov that contains all such filed
or furnished reports and other information. In addition, copies of our Board Governance Guidelines, Code of Business Conduct
(which includes the code of ethics applicable to our Principal Executive Officer, Principal Financial Officer and Principal
Accounting Officer) and the governing charters for each committee of our Board of Directors are available free of charge on
our website, as well as in print, to any stockholder upon request. We intend to disclose any amendments to or waivers of our
Code of Business Conduct (to the extent applicable to our Principal Executive Officer, Principal Financial Officer or Principal
Accounting Officer) by posting such information on our website. Information contained or referenced on our website is not
incorporated by reference into and does not form a part of this Annual Report on Form 10-K.

Item 1. Business

Our Company Mission

PART I.

SLM Corporation, more commonly known as Sallie Mae, is the premier financial brand in higher education. Our mission

is to power confidence as students begin their unique journey. We simplify the college planning process by providing tools,
resources, and information to help students and families make informed decisions and to improve access and support college
completion through our scholarship programs and responsible financing options.

We believe education, in all forms, is the foundation for success, an equalizer of opportunities, and a proven pathway to

economic mobility. Higher education increases lifetime wages and enables economic mobility. For example, data from the U.S.
Bureau of Labor and Statistics confirms those with bachelor’s degrees earn 66 percent more than those with a high school
diploma.1 Those with advanced degrees earn an even greater percentage than those with a high school diploma.1 This effect is
multigenerational, as children of parents who are college educated are more likely to earn a bachelor’s degree than students
whose parents did not go to college. Most would agree our society prospers and becomes more economically inclusive when
each of its members is provided access to post-secondary education.2 Education represents a transformative investment in one’s
future that yields our country’s next nurses, teachers, engineers, business leaders, and more.

Our History

While the Sallie Mae name has existed for more than 40 years, the company that operates as Sallie Mae today, SLM

Corporation, was formed in late 2013 and includes its wholly-owned subsidiary, Sallie Mae Bank, an industrial bank
established in 2005 (the “Bank”). On April 30, 2014, we legally separated (the “Spin-Off”) from another public company that is
now named Navient Corporation (“Navient”), which is in the education loan management, servicing, asset recovery, and
consolidation loan business. Navient retained all assets and liabilities generated prior to the Spin-Off other than those explicitly
retained by us pursuant to the Separation and Distribution Agreement (as hereinafter defined) executed in connection with the
Spin-Off. We are a consumer banking business and did not retain any assets or liabilities generated prior to the Spin-Off other
than those explicitly retained by us pursuant to the Separation and Distribution Agreement. We sometimes refer to the company
that existed prior to the Spin-Off as “pre-Spin-Off SLM.”

The Bank was formed in 2005 to fund and originate Private Education Loans (as hereinafter defined) on behalf of pre-
Spin-Off SLM. While the Bank first originated Private Education Loans in February 2006, pre-Spin-Off SLM continued to
purchase a portion of its Private Education Loans from third-party lending partners through mid-2009. With some minor
exceptions, the Bank became the sole originator of Private Education Loans for pre-Spin-Off SLM beginning with the
2009-2010 academic year, the first academic year following the launch of the Bank’s Smart Option Student Loan program in
mid-2009.

Our principal executive offices are located at 300 Continental Drive, Newark, Delaware 19713. Additionally, we have
offices in New Castle, Delaware; Salt Lake City, Utah; Indianapolis, Indiana; Newton, Massachusetts; and Sterling, Virginia.
Our telephone number is (302) 451-0200.

______________________
1 https://www.bls.gov/careeroutlook/2020/data-on-display/education-pays.htm
2 https://research.collegeboard.org/trends/education-pays

Our Business

Our business is focused and aligned to strategic imperatives that set the foundation for our continued success. These
imperatives include: increasing the profitability and growth of our core business, continuing to build and advance a strong
brand among our customers, helping policymakers better understand the student lending marketplace and our role in it,
allocating capital and returning it to shareholders when appropriate, and fostering a true mission- and performance-led culture.

In 2020, we developed a new organizational structure to better align to these focused strategic imperatives, which resulted

in reduced costs and improved operating efficiencies. For further information on these new imperatives, see Part II, Item 7.
“Management’s Discussion and Analysis of Financial Condition and Results of Operations — 2020 Strategic Imperatives and
Corporate Restructuring,” in this annual report on Form 10-K.

Private Education Loans

Our primary business is to originate and service high-quality Private Education Loans. “Private Education Loans” are

education loans for students or their families that are not made, insured or guaranteed by any state or federal government. We
also offer a range of deposit products insured by the Federal Deposit Insurance Corporation (the “FDIC”). In 2020, more than
420,000 families chose us as their Private Education Loan provider, more than any other private student loan lender. We
originated $5.3 billion of Private Education Loans, a decrease of 5 percent from the year ended December 31, 2019, with the
decrease largely due to the COVID-19 pandemic. As of December 31, 2020, we had $18.4 billion of Private Education Loans
held for investment, net, outstanding.

The Private Education Loans we make to students and families serve primarily to bridge the gap between the cost of

higher education and the amount funded through financial aid, federal loans and student and families’ resources. We also
extend Private Education Loans as an alternative to similar federal education loan products where we believe our rates are
competitive.

Our primary Private Education Loan product is the Smart Option Student Loan, which emphasizes in-school payment
features that can produce shorter terms and reduce customers’ total finance charges. Customers generally elect one of three
Smart Option repayment types at the time of loan origination. The first two, Interest Only and Fixed Payment options, require
monthly payments while the student is in school and during the grace period thereafter, and accounted for approximately half of
the Private Education Loans the Bank originated during 2020. The third repayment option is the more traditional deferred
Private Education Loan product where customers are not required to make payments while the student is in school and during
the grace period after separation from school. (The grace period for a Smart Option Student Loan generally runs for six months
after the borrower separates from school, but can run for up to 36 months for a small subset of graduate loans.) Lower interest
rates on the Interest Only and Fixed Payment options encourage customers to elect those options, which help customers reduce
their total loan cost compared with the traditional deferred option loan. Making payments while in school helps customers
become accustomed to making on-time regular loan payments. We offer both variable-rate and fixed-rate loans.

We also offer six loan products for specific graduate programs of study. These include the Sallie Mae Law School Loan,
the Sallie Mae MBA Loan, the Sallie Mae Health Professions Graduate Loan, the Sallie Mae Medical School Loan, the Sallie
Mae Dental School Loan, and the Sallie Mae Graduate School Loan. These products were designed to address the specific
needs of graduate students, such as extended grace periods for medical students.

We regularly review and update the terms of our Private Education Loan products. Our Private Education Loans include

important protections for the family, including loan forgiveness in case of death or permanent disability of the student borrower,
a free, quarterly FICO score benefit to students and cosigners and, for borrowers with a Smart Option Student Loan, on-line
tutoring services to help students succeed in school.

As a holder of Private Education Loans, we bear the full credit risk of the customers. We manage this risk by
underwriting and pricing based on customized credit scoring criteria and the addition of qualified cosigners. For Private
Education Loans originated during the year ended December 31, 2020, our average FICO scores (representing the higher credit
scores of the cosigners or borrowers) at the time of original approval were 749, and approximately 86.0 percent of those loans
were cosigned. In addition, we require school certification of both the need for, and the amount of, every Private Education
Loan we originate (to prevent unnecessary borrowing beyond a school’s cost of attendance), and we disburse the loan proceeds
directly to the higher education institutions to ensure loan proceeds are applied directly to the student’s education expenses.

The core of our marketing strategy is to promote our products on campuses through financial aid offices as well as
through online and direct marketing to students and families. Our on-campus efforts with approximately 2,400 higher education
institutions are led by our sales force, the largest in the industry, which has become a trusted resource for financial aid offices.

Our loans are high credit quality and the overwhelming majority of our customers manage their payments with great

success. Private Education Loans in repayment include loans on which customers 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. At
December 31, 2020, 2.8 percent of Private Education Loans (held for investment) in repayment were greater than 30 days
delinquent, and Private Education Loans (held for investment) in forbearance were 4.3 percent of loans in repayment and
forbearance. In 2020, net charge-offs as a percentage of average loans in repayment were 1.17 percent.

Sallie Mae Bank

The Bank, which is regulated by the Utah Department of Financial Institutions (the “UDFI”), the FDIC, and the
Consumer Financial Protection Bureau (the “CFPB”), offers traditional savings products, such as high-yield savings accounts,
money market accounts, and certificates of deposit (“CDs”), originates Private Education Loans, and manages a loan portfolio
that also includes loans insured or guaranteed under the previously existing Federal Family Education Loan Program (“FFELP
Loans”) and credit card loans (“Credit Cards”). At December 31, 2020, the Bank had total assets of $30.3 billion, including
$18.4 billion of Private Education Loans (held for investment), net, $735 million of FFELP Loans (held for investment), net,
$11 million of Credit Cards (held for investment), net, and total deposits of $23.2 billion.

Our ability to obtain deposit funding and offer competitive interest rates on deposits will be necessary to sustain our
Private Education Loan and other originations. Our ability to obtain such funding is dependent, in part, on the capital levels of
the Bank and its compliance with other applicable regulatory requirements. At the time of this filing, there are no regulatory
restrictions on our ability to obtain deposit funding or the interest rates we offer other than those restrictions generally
applicable to all FDIC-insured banks of similar charter and size. We maintained our diversified funding base by raising
$1.3 billion in term funding collateralized by pools of Private Education Loans in the long-term asset-backed securities
(“ABS”) market in 2020. This brought our total ABS funding outstanding at December 31, 2020 to $4.5 billion, or 24 percent
of our total Private Education Loans held for investment portfolio. We plan to continue to use ABS funding, market conditions
permitting. This helps us better match-fund our assets and avoids excessive reliance on deposit funding.

See the subsection titled “Regulation of Sallie Mae Bank” under “Supervision and Regulation” for additional details

about the Bank.

Credit Cards

We offer three types of credit cards, each uniquely designed to promote and reward financial responsibility, including a

card that offers a cash back bonus that cardholders can apply to pay down a student loan. At December 31, 2020, we had
$11 million of Credit Cards, net, outstanding in our held for investment portfolio.

SmartyPig

Our SmartyPig™ product is a free, FDIC-insured, online, goal-based savings account that helps consumers save for long-

and short-term goals. Its tiered interest rates reward consumers for growing their savings.

Personal Loans and Upromise

In the fourth quarter of 2019, we discontinued originations of our unsecured personal loans used for non-educational
purposes (“Personal Loans”) and did not originate or purchase any Personal Loans in 2020. In the third quarter of 2020, we sold
our entire Personal Loan portfolio to focus our capital and attention on the core education loan business.

As part of our efforts to focus and align to our core business, on May 31, 2020, we also sold our Upromise Inc.

subsidiary, which operated a free to join rewards program.

Our Lending Philosophy

Sallie Mae is committed to lending responsibly and encourages responsible borrowing by advising students and families

to follow this three-step approach to paying for college:

Start with money you won’t have to pay back. Supplement your college savings and income by maximizing
scholarships, grants, and work-study.

Explore federal student loans. Explore federal student loan options by completing the Free Application for Federal
Student Aid (“FAFSA”).

Consider a responsible private student loan. Fill the gap between your available resources and the cost of college.

The best interests of our customers are front-and-center and integral to our responsible lending philosophy. We reward
financial responsibility, emphasize building good credit, and provide flexible repayment terms to help customers manage and
eliminate debt. We also embed customer protections in our products. To ensure applicants borrow only what they need to cover
their school’s cost of attendance, we actively engage with schools and require school certification before we disburse a Private
Education Loan. To help applicants understand their loan and its terms, we provide multiple, customized disclosures explaining
the applicant’s starting interest rate, the interest rate during the life of the loan, and the loan’s total cost under the available
repayment options. Our Private Education Loans feature (i) no origination fees and no prepayment penalties, (ii) interest rate
reductions for those who enroll in and make monthly payments through auto debit, (iii) free access to quarterly FICO credit
scores to help customers monitor their credit health, (iv) a choice of repayment options, and (v) a choice of either variable or
fixed interest rates. Beginning in 2017, all newly-originated Private Education Loans for undergraduate students included the
benefit of free access to study services at an online third-party vendor to assist students in advancing their education.

Our Approach to Assisting Students and Families Borrowing and Repaying Private Education Loans

Half of our Private Education Loan customers elect an in-school repayment option. By making in-school payments,
customers learn to establish good repayment patterns, reduce their total loan cost, and graduate with less debt. We send monthly
communications to customers while they are in school, even if they have no monthly payments scheduled, to keep them
informed and encourage them to reduce the amount they will owe when they leave school.

Some customers transitioning from school to the work force may require more time before they are financially capable of

making full payments of principal and interest. Sallie Mae created a Graduated Repayment Program (the “GRP”) to assist
borrowers with additional payment flexibility, allowing customers to make interest-only payments instead of full principal and
interest payments for a period of 12 months if they elect within a specified time frame to participate in the GRP. The time frame
for electing to participate in the GRP begins six months before expiration of a borrower’s grace period and extends until 12
months after the expiration of the grace period. The 12-month interest only payments under the GRP begin upon expiration of a
borrower’s grace period or election of the GRP, whichever is later.

Our experience has taught us the successful transition from school to full principal and interest repayment status involves

making and carrying out a financial plan. As customers approach the principal and interest repayment period on their loans,
Sallie Mae engages with them and communicates what to expect during the transition. In addition, SallieMae.com provides
educational content for customers on how to organize loans, set up a monthly budget, and understand repayment obligations.
Examples are provided to help explain how payments are applied and allocated, and see how the accrued interest on alternative
repayment programs could affect the cost of customers’ loans. The site also provides important information on benefits
available to service men and women under the Servicemembers Civil Relief Act (the “SCRA”).

After graduation, a customer may apply for the cosigner to be released from the loan. This option is available after 12

principal and interest payments are made and the student borrower adequately meets our credit requirements. In the event of a
cosigner’s death, the student borrower automatically continues as the sole individual on the loan with the same terms.

If a customer’s account becomes delinquent, our collections centers work with the customer and/or the cosigner to
understand their ability to make ongoing payments. If the customer is in financial hardship, we work with the customer and/or
cosigner and identify any available alternative arrangements designed to reduce monthly payment obligations. These can
include extended repayment schedules, temporary interest rate reductions and, if appropriate, short-term hardship forbearance
(which typically is retroactive and granted by our collections department), suited to their individual circumstances and ability to
make payments. Currently, our servicing centers generally also grant prospective forbearance if a borrower who is current
requests it for increments of up to three months at a time, for up to 12 months. When we grant forbearance, we counsel
customers on the effect forbearance will have on their loan balance. See Part II, Item 7. “Management’s Discussion and
Analysis of Financial Condition and Results of Operations — Financial Condition — Allowance for Credit Losses — Use of

Forbearance and Rate Modifications as a Private Education Loan Collection Tool” for additional information about planned
changes to our credit administration practices.

COVID-19 Response

We are accommodating to customers who face special circumstances or have trouble making loan payments. Like many

Americans, some of our customers faced unforeseen challenges due to the pandemic of respiratory disease caused by the
coronavirus 2019 or COVID-19 (“COVID-19”). In response, we took significant steps to provide relief to assist those
customers. On March 10, 2020, we proactively posted assistance information on our web site and communicated to all Sallie
Mae customers, including cosigners, to inform them assistance was available. We enhanced the functionality of our chat,
automated phone system, mobile app, and website features to help all our customers manage their accounts, make or postpone
payments, and request hardship relief. Customers may contact us in whatever way is most convenient for them.

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 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 interactive voice response (“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 ended in late second quarter and early third quarter, we reduced the
disaster forbearance to one-month increments and implemented 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 continues to accrue, but is not capitalized to the loan balance after the loan returns to repayment status. If
the financial hardship extends beyond 90 days, additional assistance is available for eligible customers. For example, 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. As of December 31, 2020, $44.2 million of Private Education
Loans held for investment were in disaster forbearance status. For further information on the impact of COVID-19 on the
Company, see Part II, Item 7. “Management’s Discussion and Analysis of Financial Condition and Results of Operations —
Impact of COVID-19 on Sallie Mae,” in this annual report on Form 10-K.

Customer Service

We perform the origination, servicing and collections activities for all of our Private Education Loans in the United States

with dedicated representatives assisting customers with various needs, including the military personnel customers who may be
eligible for military benefits. We expect the Bank or affiliates of the Bank to retain servicing of all Private Education Loans the
Bank originates, regardless of whether the loans are held, sold or securitized.

Over the past few years, we have implemented several improvements in our ability to interact with our loan customers,

including:

•

an integrated platform that allows customers and servicing agents to simultaneously access the same systems in real
time interaction;

an on-line chat function for customer service;

a mobile application accessible through smart phones and the Apple watch; and

initiation of customer surveys to gain feedback on areas for improvement within our servicing function.

These and other enhancements have contributed to streamlined originations and servicing processes, increased customer

self-services rates, and improved customer satisfaction in all channels. The Company maintains an A+ rating with the Better
Business Bureau.

Customer Success

We continue to adapt our business to best serve the needs of families who see us as a trusted advisor and partner. We are

strongly invested in our customers’ success. Of total customers, 98 percent of loans in repayment are in good standing.

Our College Planning Calculator helps families set college savings goals, projects the full costs of a college degree, and

estimates future student loan payments and the annual starting salary level needed to keep payments manageable.

Scholarship Search, our free online scholarship database, is home to more than 6 million scholarships collectively worth
over $30 billion. For academic year (“AY”) 2019-2020, more than 24,000 students reported receiving at least one scholarship
via our database, covering more than $67 million in college costs. Our Scholarship Search for Graduate Students includes
access to approximately 1 million graduate school scholarships with an aggregate value of more than $1 billion.

In 2019, we unveiled a new, one-stop college-planning destination — Sallie Mae’s Paying for College Resource —

created with, and for, high school educators and counselors. The Sallie Mae Paying for College Resource provides access to
free, online college planning tools, short educational videos on financial aid, and other valuable information to help guide
students and their families through the planning for college process.

In 2020, to raise awareness about the importance of completing the FAFSA and to simplify the process, we partnered
with Embark, the leading provider of admissions software for schools and universities, to provide a free online tool to help
families file the FAFSA. The tool reduces the average time it takes to complete the FAFSA from 55 minutes to less than 20
minutes.

Key Drivers of Private Education Loan Market Growth

The size of the Private Education Loan market is based primarily on three factors: college enrollment levels, the costs of

attending college, and the availability of funds from the federal government to pay for a college education. The amounts
students and their families can contribute toward college costs and the availability of scholarships and institutional grants are
also important. If the cost of education increases at a pace exceeding the sum of family income, savings, federal lending, and
scholarships, more students and families can be expected to rely on Private Education Loans. If enrollment levels or college
costs decline, or the availability of federal education loans, grants or subsidies and scholarships significantly increases, Private
Education Loan demand could decrease.

We focus primarily on students attending public and private not-for-profit four-year degree granting institutions. We lend

to some students attending two-year and for-profit schools. Due to the low cost of two-year programs, federal grant and loan
programs are typically sufficient for the funding needs of these students. Approximately 11 percent or $583 million of our 2020
Private Education Loan originations were for students attending for-profit schools. The for-profit schools where we continue to
do business are primarily focused on career training and health care fields. We expect students who attend and complete
programs at for-profit schools to support the same repayment performance as students who attend and graduate from public and
private not-for-profit four-year degree granting institutions.

Our competitors1 in the Private Education Loan market include large banks such as Discover Bank, Citizens Financial

Group, Inc. and PNC Bank, as well as a number of smaller specialty finance companies and members of the Education Finance
Council. We compete based on our products, originations capability, price, and customer service.

Enrollment

We expect modest enrollment growth over the next several years.

Enrollment at Four-Year Degree Granting Institutions2
(in millions)

•

According to the U.S. Department of Education’s projections released in December 2019, the high school graduate
population is projected to remain relatively flat from 2020 to 2029.2

______________________

1Source: MeasureOne Q3 2020 Private Student Loan Report, November 2020. www.measureone.com.
2Source: U.S. Department of Education, National Center for Education Statistics, Projections of Education Statistics to 2029 (NCES, December 2019),
Enrollment in Postsecondary Institutions (NCES, December 2019). These are the most recent sources available to us for this information.

(AY)13.513.513.513.513.813.813.813.813.913.9PublicPrivate14/1515/1616/1717/1818/190.04.08.012.016.0
Tuition Rates

•

Average published tuition and fees (exclusive of room and board) at four-year public and private not-for-profit
institutions increased at compound annual growth rates of 1.8 percent and 2.4 percent, respectively, from AYs
2016-2017 through 2020-2021. Average published tuition and fees at public and private four-year not-for-profit
institutions grew 2.3 percent and 3.4 percent, respectively, between AYs 2018-2019 and 2019-2020 and 1.1 percent
and 2.1 percent, respectively, between AYs 2019-2020 and 2020-2021.3 Tuition and fees are likely to continue to grow
at the more modest rates of recent years.

Published Tuition and Fees3
(Dollars in actuals)

______
3 Source: The College Board-Trends in College Pricing 2020. © 2020 The College Board.
www.collegeboard.org. The College Board restates its data annually, which may cause
previously reported results to vary.

PublicPrivate16/1717/1818/1919/2020/21$0$20,000$40,000

Sources of Funding

Private Education Loan originations increased to an estimated $13 billion in AY 2019-2020, up 10 percent over the
previous year.4

_______
4 Source: The College Board-Trends in Student Aid 2016. © 2016 The College Board. www.collegeboard.org and The

College Board-Trends in Student Aid 2020. © 2020 The College Board. www.collegeboard.org. MeasureOne
www.measureone.com. Funding sources in current dollars and include federal and private loan data. 2020 Private
Education Loan market assumptions use The College Board-Trends in Student Aid 2016© 2016 trends and College
Board-Trends in Student Aid 2020 © 2020 data, and MeaureOne report. Other sources for the size of the Private
Education Loan market exist and may cite the size of the market differently. The College Board restates its data
annually, which may cause previously reported results to vary. We changed our source of participants in this 2020
annual report, removing our internal estimates for Private Education Loans made by smaller lenders, and relying
solely on publicly available sources for market estimates, because we believe it provides a more appropriate basis for
comparison of the performance of our business.

• We estimate total spending on higher education was $477 billion in AY 2019-2020, up from $424 billion in AY

2015-2016. Private Education Loan originations increased to an estimated $13 billion in AY 2019-2020, up 10 percent
over the previous year and represent just 2.7 percent of total spending on higher education. Modest growth in total
spending can lead to meaningful increases in Private Education Loans in the absence of growth in other sources of
funding. .5

•

Over the AYs 2015-2019 period, increases in total spending have been absorbed primarily through increased family
contributions. If household finances continue to improve, we would expect this trend to continue.

_________________________

5 Source: Total post-secondary education spending is estimated by Sallie Mae determining the full-time equivalents for both graduates and
undergraduates and multiplying by the estimated total per person cost of attendance for each school type. In doing so, we utilize information from the
U.S. Department of Education, National Center for Education Statistics, Projections of Education Statistics to 2027 (NCES 2020, October 2020), The
Integrated Postsecondary Education Data System (IPEDS), College Board -Trends in Student Aid 2016. © 2016 The College Board,
www.collegeboard.org, College Board -Trends in Student Aid 2020. © 2020 The College Board, www.collegeboard.org, College Board -Trends in
Student Pricing 2020. © 2020 The College Board, www.collegeboard.org, National Student Clearinghouse - Term Enrollment Estimates, and
Company analysis. 2019 Private Education Loan market assumptions use The College Board-Trends in Student Aid 2016 © 2016 trends and College
Board-Trends in Student Aid 2020 © 2020 data. Other sources for these data points also exist publicly and may vary from our computed estimates.
NCES, IPEDS, and College Board restate their data annually, which may cause previous reports to vary. We have also recalculated figures in our
Company analysis to standardize all costs of attendance to dollars not adjusted for inflation. This has a minimal impact on historically-stated numbers.

Supervision and Regulation

Overview

We are subject to extensive regulation, examination and supervision by various federal, state and local authorities. The

more significant aspects of the laws and regulations that apply to us and our subsidiaries are described below. These
descriptions are qualified in their entirety by reference to the full text of the applicable statutes, legislation, regulations and
policies, as they may be amended, and as interpreted and applied, by federal, state and local agencies.

The Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010 (the “Dodd-Frank Act”) was adopted to
reform and strengthen regulation and supervision of the U.S. financial services industry. It contains comprehensive provisions
to govern the practices and oversight of financial institutions and other participants in the financial markets. It mandates
significant regulations, additional requirements and oversight on almost every aspect of the U.S. financial services industry,
including increased capital and liquidity requirements, limits on leverage and enhanced supervisory authority. It requires the
issuance of many regulations, which will take effect over several years.

Additionally, states are taking an increased interest in directly regulating the conduct and practices of student loan

servicers. Some states recently have enacted legislation creating specialized offices within state government to oversee the
student loan servicing industry operating within those states, as well as to set minimum standards governing the practices of
student loan servicers. This represents a significant change from the past in which states generally did not issue laws and
regulations tailored specifically to the student loan servicing industry.

Consumer Protection Laws and Regulations

Our origination, servicing, first-party collection and deposit taking activities subject us to federal and state consumer

protection, privacy and related laws and regulations. Some of the more significant laws and regulations that are applicable to
our business include:

•

various state and federal laws governing unfair, deceptive or abusive acts or practices;

various state laws and regulations imposing specific, mandated standards and requirements on the conduct and
practices of student loan servicers;

the federal Truth-In-Lending Act and Regulation Z, which govern disclosures of credit terms to consumer borrowers;

the Fair Credit Reporting Act and Regulation V, which govern the use and provision of information to consumer
reporting agencies;

the Equal Credit Opportunity Act and Regulation B, which prohibit creditor practices that discriminate on the basis of
race, religion and other prohibited factors in extending credit;

the SCRA, which applies to all debts incurred prior to commencement of active military service (including education
loans) and limits the amount of interest, including fees, that may be charged;

the Truth in Savings Act and Regulation DD, which mandate certain disclosures related to consumer deposit accounts;

the Expedited Funds Availability Act, Check Clearing for the 21st Century Act and Regulation CC issued by the
Federal Reserve Bank (“FRB”), which relate to the availability of deposit funds to consumers;

the Right to Financial Privacy Act, which imposes a duty to maintain the confidentiality of consumer financial records
and prescribes procedures for complying with federal government requests for and subpoenas of financial records;

the Electronic Funds Transfer Act and Regulation E, which govern automated transfers of funds and consumers’ rights
related thereto;

the Telephone Consumer Protection Act, which governs communication methods that may be used to contact
customers;

the Gramm-Leach-Bliley Act, which governs the ability of financial institutions to disclose nonpublic information
about consumers to non-affiliated third-parties; and

the California Consumer Privacy Act, which governs transparency and disclosure obligations regarding personal
information of residents of the State of California.

Consumer Financial Protection Bureau

The CFPB has broad authority to promulgate regulations under federal consumer financial protection laws and to directly

or indirectly enforce those laws, including providing regulatory oversight of the Private Education Loan industry, and to
examine financial institutions for compliance. It is authorized to collect fines and order consumer restitution in the event of
violations, engage in consumer financial education, track consumer complaints, request data and promote the availability of
financial services to underserved consumers and communities. It has authority to prevent unfair, deceptive or abusive acts and
practices by issuing regulations or by using its enforcement authority without first issuing regulations. The CFPB has been
active in its supervision, examination and enforcement of financial services companies, notably bringing enforcement actions,
imposing fines and mandating large refunds to customers of several large banking institutions. The CFPB is the Bank’s primary
consumer compliance supervisor with compliance examination authority and primary consumer protection enforcement
authority. The UDFI and FDIC remain the prudential regulatory authorities with respect to the Bank’s financial strength.

The Private Education Loan Ombudsman within the CFPB is authorized to receive and attempt to informally resolve
inquiries about Private Education Loans. The Private Education Loan Ombudsman is required by law to report to Congress
annually on the trends and issues identified through this process. The CFPB continues to take an active interest in the student
loan industry, undertaking a number of initiatives related to the Private Education Loan market and student loan servicing. In
early February 2020, the CFPB entered into a Memorandum of Understanding with the U.S. Department of Education (the
“CFPB/DOE MOU”) in order to better serve student loan borrowers. Under the agreement, the agencies will share complaint
information from borrowers and meet quarterly to discuss, among other things, the nature of complaints received and available
information about the resolution of complaints.

Regulation of Sallie Mae Bank

The Bank was chartered in 2005 and is a Utah industrial bank regulated by the FDIC, the UDFI and the CFPB. We are

not a bank holding company under the Bank Holding Company Act and therefore are not subject to the federal regulations
applicable to bank holding companies. However, we and our non-bank subsidiaries are subject to regulation and oversight as
institution-affiliated parties. The following discussion sets forth some of the elements of the bank regulatory framework
applicable to us, the Bank and our other non-bank subsidiaries.

General

The Bank is currently subject to prudential regulation and examination by the FDIC and the UDFI, and consumer
compliance regulation and examination by the CFPB. Numerous other federal and state laws and regulations govern almost all
aspects of the operations of the Bank and, to some degree, our operations and those of our non-bank subsidiaries as institution-
affiliated parties.

Actions by Federal and State Regulators

Under federal and state laws and regulations pertaining to the safety and soundness of insured depository institutions, the

UDFI and the FDIC have the authority to compel or restrict certain actions of the Bank if it is determined to lack sufficient
capital or other resources, or is otherwise operating in a manner deemed to be inconsistent with safe and sound banking
practices. Under this authority, the Bank’s regulators can require it to enter into informal or formal supervisory agreements,
including board resolutions, memoranda of understanding, written agreements and consent or cease and desist orders, pursuant
to which the Bank would be required to take identified corrective actions to address cited concerns and refrain from taking
certain actions.

Enforcement Powers of Regulators

As “institution-affiliated parties” of the Bank, we, our non-bank subsidiaries and our management, employees, agents,

independent contractors and consultants are subject to potential civil and criminal penalties for violations of law, regulations or
written orders of a government agency. Violations can include failure to timely file required reports, filing false or misleading
information or submitting inaccurate reports. Civil penalties may be as high as $1,000,000 per day for such violations, and
criminal penalties for some financial institution crimes may include imprisonment for 20 years. Regulators have flexibility to
commence enforcement actions against institutions and institution-affiliated parties, and the FDIC has the authority to terminate
deposit insurance. When issued by a banking agency, cease and desist and similar orders may, among other things, require
affirmative action to correct any harm resulting from a violation or practice, including by compelling restitution,
reimbursement, indemnifications or guarantees against loss. A financial institution may also be ordered to restrict its growth,
dispose of certain assets, rescind agreements or contracts, or take other actions determined to be appropriate by the ordering
agency. The federal banking regulators also may remove a director or officer from an insured depository institution (or bar them
from the industry) if a violation is willful or reckless.

In May 2014, the Bank received a Civil Investigative Demand (“CID”) from the CFPB as part of the CFPB’s separate

investigation relating to customer complaints, fees and charges assessed in connection with the servicing of student loans and
related collection practices of pre-Spin-Off SLM by entities now subsidiaries of Navient during a time period prior to the Spin-
Off (the “CFPB Investigation”). Two state attorneys general also provided the Bank identical CIDs and other state attorneys
general have become involved in the inquiry over time (collectively, the “Multi-State Investigation”). To the extent requested,
the Bank has been cooperating fully with the CFPB and the attorneys general conducting the Multi-State Investigation. Given
the timeframe covered by the CIDs, the CFPB Investigation and the Multi-State Investigation, and the focus on practices and
procedures previously conducted by Navient and its servicing subsidiaries prior to the Spin-Off, Navient is leading the response
to these investigations. Consequently, we have no basis from which to estimate either the duration or ultimate outcome of these
investigations.

With regard to the CFPB Investigation, we note that on January 18, 2017, the CFPB filed a complaint in federal court in

Pennsylvania against Navient, along with its subsidiaries, Navient Solutions, Inc. and Pioneer Credit Recovery, Inc. The
complaint alleges these Navient entities, among other things, engaged in deceptive practices with respect to their historic
servicing and debt collection practices. Neither SLM, the Bank, nor any of their current subsidiaries are named in, or otherwise
a party to, the lawsuit and are not alleged to have engaged in any wrongdoing. The CFPB’s complaint asserts Navient’s
assumption of these liabilities pursuant to the Separation and Distribution Agreement entered into by the Company and Navient
in connection with the Spin-Off (the “Separation and Distribution Agreement”).

On January 18, 2017, the Illinois Attorney General filed a lawsuit in Illinois state court against Navient - its subsidiaries

Navient Solutions, Inc., Pioneer Credit Recovery, Inc., and General Revenue Corporation - and the Bank arising out of the
Multi-State Investigation. On March 20, 2017, the Bank moved to dismiss the Illinois Attorney General action as to the Bank,
arguing, among other things, 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 July 10, 2018, the Court granted
the Bank’s motion to dismiss without prejudice. On August 7, 2018, the Illinois Attorney General filed a First Amended
Complaint and, on October 9, 2018, the Bank again moved to dismiss the action based on grounds similar to those raised in its
March 20, 2017 motion. The Illinois Attorney General filed its response on November 21, 2018, and the Bank filed its reply on
December 10, 2018. Oral argument on the motion took place on January 9, 2019. The Court took the motion under advisement.

To date, four other state attorneys general (California, Washington, Pennsylvania, and New Jersey) have filed suits
against Navient and one or more of its current subsidiaries arising out of the Multi-State Investigation. Neither SLM, the Bank,
nor any of their current subsidiaries are named in, or otherwise a party to, the California, Washington, Pennsylvania, or New
Jersey lawsuits, and no claims are asserted against them. Each complaint asserts in its own fashion that Navient assumed
responsibility under the Separation and Distribution Agreement for the alleged conduct in the complaints prior to the Spin-Off.
On September 24, 2018, the Washington Attorney General served a third-party subpoena on the Bank calling for the production
of certain records. The Bank has responded to the subpoena.

Additional lawsuits may arise from the Multi-State Investigation which may or may not name the Company, the Bank or

and the related lawsuits in which the Bank has been named as a party. Navient has informed the Bank, however, that it believes
that the Bank may be responsible to indemnify Navient against certain potential liabilities arising from the above-described
lawsuits under the Separation and Distribution Agreement and/or a separate loan servicing agreement between the parties, and
has suggested that the parties defer further discussion regarding indemnification obligations, and reimbursement of ongoing
legal costs, in connection with the lawsuits until the lawsuits are resolved. The Bank disagrees with Navient’s position and the
Bank has reiterated to Navient that Navient is responsible for promptly indemnifying the Bank against all liabilities arising out
of the conduct of pre-Spin-Off SLM that are at issue in the Multi-State Investigation and in the above-described lawsuits.

Standards for Safety and Soundness

The Federal Deposit Insurance Act requires the federal banking regulatory agencies such as the FDIC to prescribe, by
regulation or guidance, operational and managerial standards for all insured depository institutions, such as the Bank, relating to
internal controls, information systems and audit systems, loan documentation, credit underwriting, interest rate risk exposure,
and asset quality. The agencies also must prescribe standards for earnings and stock valuation, as well as standards for
compensation, fees and benefits. The federal banking regulators have implemented these required standards through regulations
and interagency guidance designed to identify and address problems at insured depository institutions before capital becomes
impaired. Under the regulations, if a regulator determines a bank fails to meet any prescribed standards, the regulator may
require the bank to submit an acceptable plan to achieve compliance, consistent with deadlines for the submission and review of
such safety and soundness compliance plans.

Dividends and Share Repurchase Programs

The Company pays quarterly cash dividends on its outstanding Floating-Rate Non-Cumulative Preferred Stock, Series B
(the “Series B Preferred Stock”) when, as, and if declared by its Board of Directors, in the Board’s discretion. In January 2019,
the Company initiated a new policy to pay a regular, quarterly cash dividend on its common stock as well, beginning in the first
quarter of 2019, and its Board of Directors approved a common stock share repurchase program.

Common stock dividend declarations are subject to determination by, and the discretion of, the Company’s Board of

Directors. The Company may change its common stock dividend policy at any time.

The January 23, 2019 share repurchase program (the “2019 Share Repurchase Program”), which was effective upon
announcement and expired on January 22, 2021, permitted the Company to repurchase from time to time shares of its common
stock up to an aggregate repurchase price not to exceed $200 million. We have utilized all capacity under the 2019 Share
Repurchase Program, having repurchased 17 million shares of common stock for $167 million for the year ended December 31,
2019 and 3 million shares of common stock for $33 million in the year ended December 31, 2020.

The January 22, 2020 share repurchase program (the “2020 Share Repurchase Program”), which was effective upon

announcement and expires on January 21, 2022, permits the Company to repurchase shares of its common stock from time to
time up to an aggregate repurchase price not to exceed $600 million.

Under the authority of the 2020 Share Repurchase Program, 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 delivered to us pursuant to the
forward agreement was based upon the Rule 10b-18 volume-weighted average price at which the shares of our common stock
traded during the regular trading sessions on the NASDAQ Global Select Market during the term of the ASR. 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. On
January 26, 2021, we completed the ASR and upon final settlement on January 28, 2021, we received an additional 13 million
shares. In total, we repurchased 58 million shares under the ASR at an average price per share of $9.01. For additional
information, see Notes to Consolidated Financial Statements, Note 25, “Subsequent Events.”

In October 2020, we initiated a cash tender offer to purchase up to 2,000,000 shares of our Series B Preferred Stock. On
November 30, 2020, we accepted for purchase 1,489,304 shares of the Series B Preferred Stock at a purchase price of $45 per
share plus an amount equal to accrued and unpaid dividends, for an aggregate purchase price of approximately $68 million.

On January 27, 2021, the Company announced a new share repurchase program (the “2021 Share Repurchase Program”),
which was effective upon announcement and expires on January 26, 2023, and permits the Company to repurchase shares of its
common stock from time to time up to an aggregate repurchase price not to exceed $1.25 billion.

On February 2, 2021, we announced the commencement of a tender offer (the “Tender Offer”) to purchase up to
$1 billion in aggregate purchase price of our outstanding shares of common stock, par value $0.20 per share (the “Securities”)
or such lesser aggregate purchase price of Securities as are properly tendered and not properly withdrawn, at a single per-
Security price not greater than $15.00 nor less than $13.10 per share to the seller in cash, less any applicable withholding taxes
and without interest. The Tender Offer may be amended from time to time, and will expire, upon the terms and conditions
described in the relevant Tender Offer materials filed with the SEC. The results of the Tender Offer will be reflected in the
Company’s financial results for the first fiscal quarter of 2021.

Repurchases under the programs may occur from time to time and through a variety of methods, including tender offers,
open market repurchases, repurchases effected through Rule 10b5-1 trading plans, negotiated block purchases, accelerated share
repurchase programs, or other similar transactions. The timing and volume of any repurchases under the 2020 Share
Repurchase Program and the 2021 Share Repurchase Program will be subject to market conditions, and there can be no
guarantee that the Company will repurchase up to the limit of the programs or at all.

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 the share repurchase programs. The Bank declared $579 million and $254 million in dividends for the
years ended December 31, 2020 and 2019, respectively, with the proceeds primarily used to fund the 2019 and 2020 Share
Repurchase Programs and stock dividends. The Bank paid no dividends on its common stock for the year ended December 31,
2018.

Regulatory Capital Requirements

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 material adverse effect on our business, results of operations and financial position. 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.

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, the Bank is subject to a Common Equity Tier 1 capital conservation buffer of
greater than 2.5 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,
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 August 26, 2020, the FDIC and other federal banking agencies published a final rule that provides those banking

organizations that adopt CECL (as hereinafter defined) 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. The final rule is substantially similar to an interim final rule issued on March
27, 2020. Under this 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 credit

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 credit 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.

Stress Testing Requirements

The Dodd-Frank Act as enacted imposed stress testing requirements on banking organizations with total consolidated

assets, averaged over the four most recent consecutive quarters, of more than $10 billion. The Bank completed its third annual
stress test (using the scenarios provided by the FDIC) with the January 1, 2018 stress testing cycle. As a result of the passage of
the Economic Growth, Regulatory Relief, and Consumer Protection Act, signed into law on May 24, 2018, the Bank became
exempt from formally filing and publishing the results. However, under regulatory guidance, the Bank still conducts annual
capital stress tests, the results of which it presents to its prudential regulators - the FDIC and the UDFI - for their review. The
Bank also conducts quarterly liquidity stress tests to evaluate the adequacy of its liquidity sources under various stress scenarios
and provides the results to its Board of Directors. These scenarios are submitted to the Bank’s prudential regulators at their
request.

Deposit Insurance and Assessments

Deposits at the Bank are insured up to the applicable legal limits by the FDIC - administered Deposit Insurance Fund (the

“DIF”), which is funded primarily by quarterly assessments on insured banks. An insured bank’s assessment is calculated by
multiplying its assessment rate by its assessment base. A bank’s assessment base and assessment rate are determined each
quarter.

The Bank’s insurance assessment base currently is its average consolidated total assets minus its average tangible equity
during the assessment period. The Bank’s assessment rate is determined by the FDIC using a number of factors, including the
results of supervisory evaluations, the Bank’s capital ratios and its financial condition, as well as the risk posed by the Bank to
the DIF. Assessment rates for insured banks also are subject to adjustment depending on a number of factors, including
significant holdings of brokered deposits in certain instances and the issuance or holding of certain types of debt.

Deposits

With respect to brokered deposits, an insured depository institution must be well capitalized under the prompt corrective

action framework in order to accept, renew or roll over such deposits without FDIC clearance. An adequately capitalized
insured depository institution must obtain a waiver from the FDIC to accept, renew or roll over brokered deposits.
Undercapitalized insured depository institutions generally may not accept, renew or roll over brokered deposits. For more
information on the Bank’s deposits, see Part II, Item 7. “Management’s Discussion and Analysis of Financial Condition and
Results of Operations — Key Financial Measures — Funding Sources.”

Regulatory Examinations

The Bank currently undergoes regular on-site examinations by the Bank’s regulators, who examine for adherence to a
range of legal and regulatory compliance responsibilities. A regulator conducting an examination has complete access to the
books and records of the examined institution. The results of the examination are confidential. The cost of examinations may be
assessed against the examined institution as the agency deems necessary or appropriate.

Source of Strength

Under the Dodd-Frank Act, we are required to serve as a source of financial strength to the Bank and to commit resources

to support the Bank in circumstances when we might not do so absent the statutory requirement. Any loan by us to the Bank
would be subordinate in right of payment to depositors and to certain other indebtedness of the Bank.

Community Reinvestment Act

The Community Reinvestment Act (the “CRA”) requires the FDIC to evaluate the record of the Bank in meeting the

credit needs of its local community, including low- and moderate-income neighborhoods. These evaluations are considered in
evaluating mergers, acquisitions and applications to open a branch or facility. Failure to adequately meet these criteria could
result in additional requirements and limitations on the Bank. The Bank has received a CRA rating of Outstanding.

Privacy Laws

The federal banking regulators, as required by the Gramm-Leach-Bliley Act (“GLBA”), have adopted regulations that
limit the ability of banks and other financial institutions to disclose nonpublic information about consumers to nonaffiliated
third-parties. Financial institutions are required to disclose to consumers their policies for collecting and protecting confidential
customer information. Customers generally may prevent financial institutions from sharing nonpublic personal financial
information with nonaffiliated third-parties, with some exceptions, such as the processing of transactions requested by the
consumer. Financial institutions generally may not disclose certain consumer or account information to any nonaffiliated third-
party for use in telemarketing, direct mail marketing or other marketing. The privacy regulations also restrict information
sharing among affiliates for marketing purposes and govern the use and provision of information to consumer reporting
agencies. Federal and state banking agencies have prescribed standards for maintaining the security and confidentiality of
consumer information, and the Bank is subject to such standards, as well as certain federal and state laws or standards for
notifying consumers in the event of a security breach. In addition, we must comply with increasingly complex and rigorous data
privacy and data security laws and regulatory standards enacted to protect business and personal data. These laws impose
additional obligations on companies regarding the handling of personal data and provide certain individual privacy rights to
persons whose data is stored. Any failure to comply with these laws and regulatory standards could subject us to legal and
reputational risk. For example, California passed the California Consumer Privacy Act (the “CCPA”), which became effective
on January 1, 2020, and applies to for-profit businesses that conduct business in California and meet certain revenue or data
collection thresholds. The CCPA contains several exemptions, including an exemption applicable to information that is
collected, processed, sold or disclosed pursuant to the GLBA. However, the definition of personal information is expanded
under the CCPA to apply to certain data beyond the scope of the GLBA exemption. Misuse of or failure to secure certain
personal information could result in violation of data privacy laws and regulations, proceedings against the Company by
governmental entities or others, damage to our reputation and credibility and could negatively affect our business, financial
condition, and results of operations. If other states in the U.S. adopt similar laws or if a comprehensive federal data privacy law
is enacted, we may expend considerable additional resources to meet these requirements and the overall risk to the Company
could incrementally increase depending upon the reach and application of any such laws.

State Regulation of Student Loan Servicers

In certain states, laws regulating the conduct of student loan servicers may apply to and impact the servicing practices of
the Bank. While these state laws vary in content, they generally include components relating to licensure and oversight by state
authorities and the creation of specialized student loan ombudsman offices to oversee the student loan industry operating within
these states. These laws may also include requirements pertaining to payment processing, customer communications, the
handling of customer inquiries and complaints, information concerning loan repayment options and access to borrower account
records, among other requirements. Notably, these laws often include provisions for enforcement of alleged violations by state
regulators as well as private litigation by aggrieved consumers.

Other Sources of Regulation

Many other aspects of our businesses are subject to federal and state regulation and administrative oversight. Some of the

most significant of these are described below.

Oversight of Derivatives

Title VII of the Dodd-Frank Act requires all standardized derivatives, including most interest rate swaps, to be submitted

for clearing to central intermediaries to reduce counterparty risk. Two of the central intermediaries we use are the Chicago
Mercantile Exchange (the “CME”) and the London Clearing House (the “LCH”). All variation margin payments on derivatives
cleared through the CME and LCH are required to be accounted for as legal settlement. As of December 31, 2020, $8.2 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 the LCH represent 95.3 percent and 4.7 percent, respectively, of our total notional
derivative contracts of $8.6 billion at December 31, 2020. 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.

Credit Risk Retention

The Dodd-Frank risk retention rules generally require sponsors of ABS, such as Sallie Mae, to retain an economic interest
in an ABS transaction that represents at least five percent of the credit risk of the assets being securitized. We early adopted the
Dodd-Frank risk retention rules beginning with our 2016-A securitization transaction completed in May 2016. For our 2016-A
transaction and subsequent securitizations to date, we comply with the Dodd-Frank risk retention rules by retaining (for a
requisite period of time) an “eligible horizontal residual interest” comprised of residual certificates representing at least five
percent of the fair value of all interests issued in the securitization transaction, determined as of the date of transfer. With any
securitizations, including any loan sale transactions structured as securitizations, that are treated as off-balance sheet, we intend
to comply with the Dodd-Frank risk retention rules by retaining (for a requisite period) an “eligible vertical interest” comprised
of a five percent interest in each class of ABS interests issued in any such transaction or a single interest entitling the holder to
five percent of any amounts payable by the trustee in respect of each interest issued by the trust. The risk retention provisions of
the FDIC safe harbor rule were superseded by the Dodd-Frank risk retention rules.

Anti-Money Laundering, the USA PATRIOT Act, and U.S. Economic Sanctions

The USA PATRIOT Act of 2001 (the “USA Patriot Act”), which amended the Bank Secrecy Act, substantially

broadened the scope of United States anti-money laundering laws and regulations by imposing significant new compliance and
due diligence obligations, creating new crimes and penalties and expanding the extra-territorial jurisdiction of the United States.
The U.S. Treasury Department has issued and, in some cases proposed, a number of regulations that apply various requirements
of the USA Patriot Act to financial institutions such as the Bank. These regulations impose obligations on financial institutions
to maintain appropriate internal policies, procedures and controls to detect, prevent and report money laundering and terrorist
financing and to verify the identity of their customers. In addition, U.S. law generally prohibits or substantially restricts U.S.
persons from doing business with countries designated by the U.S. Department of State as state sponsors of terrorism. Under
U.S. law, there are similar prohibitions or restrictions with countries subject to other U.S. economic sanctions administered by
the U.S. Department of the Treasury’s Office of Foreign Assets Control or other agencies. We maintain policies and procedures
designed to ensure compliance with relevant U.S. laws and regulations applicable to U.S. persons.

Volcker Rule

In December 2013, the U.S. banking agencies, the SEC and the U.S. Commodity Futures Trading Commission issued

final rules to implement the “Volcker Rule” provisions of the Dodd-Frank Act. The rules prohibit insured depository
institutions and their affiliates from engaging in proprietary trading and from investing in, sponsoring or having certain
financial relationships with certain private funds. These prohibitions are subject to a number of important exclusions and
exemptions that, for example, permit insured depository institutions and their affiliates to trade for risk-mitigating hedging and
liquidity management, subject to certain conditions and restrictions. The Volcker Rule does not have a meaningful effect on our
current operations or those of our subsidiaries, as we do not materially engage in the businesses prohibited by the Volcker Rule.

Human Capital Resources and Talent Development

As of December 31, 2020, we had approximately 1,600 team members, all located in the United States, none of whom are

covered by collective bargaining agreements.

Our “MAPS” program (Manage, Apply, Practice, and Succeed), is designed to identify, and cultivate, our future leaders
from existing employees of Sallie Mae. Now in its third year and seventh cohort, the MAPS program brings together mid and
senior-level managers to enhance their leadership skills and build their project management capabilities through group projects
and collaborative exercises. Our leadership development program, “Inspirational Leadership,” is designed to build on our
leadership competencies and provide an opportunity to bring about new solutions through our business challenge. This program
is offered to mid to senior-level leaders who have the potential to assume broader roles in the future.

In addition to what we believe to be attractive compensation and benefits programs, our management incentive plan and

long-term incentive plan provide cash and equity bonuses to employees to help incentivize employee productivity, which we
believe contributes to our success.

We believe that a diverse and inclusive workforce can lead to a more effective company. As of December 31, 2020,
54.1 percent of our team members were female and 40.6 percent of our team members self-identified as part of a minority

group. Our talent acquisition program has led to a steady increase in female and minority representation in leadership positions
since 2015 across the Company.

We believe an engaged workforce leads to a more innovative, productive, and profitable company. For this reason, we

periodically measure employee engagement. The results from engagement surveys are used to implement programs and
processes designed to keep our team members connected and growing at Sallie Mae.

Ensuring the safety and well-being of our team members remains a priority during the COVID-19 pandemic. In March

2020, we enacted a robust business continuity plan, including a work-from-home policy for all team members. Our technology
platform and the adaptability of our team allowed for a seamless transition to a remote working environment; and we continue
to provide team members with the tools and resources necessary to continue our business.

Our team members get involved in the communities where they live and work through the Sallie Mae Employee

Volunteer Program and the Sallie Mae Employee Matching Gift Program. In 2020, our team members donated 861 hours
through our community engagement programs and more than $60,000 in matching gifts, which efforts we believe provide a
sense of inclusiveness and purpose and support our stakeholder communities.

Item 1A. Risk Factors

PANDEMIC RISK

The pandemic caused by a novel coronavirus, or COVID-19 (“COVID-19 pandemic”), and resulting adverse economic
conditions have adversely impacted our business and results and, in the future, could have a more material adverse impact
on our business, results of operations, financial condition, and/or cash flows. Any future pandemics could subject our
business to the same or greater risks than the COVID-19 pandemic.

The COVID-19 pandemic has caused significant disruption to the U.S. and world economies, including the closing of

many schools and businesses for extended periods of time, significantly higher unemployment and underemployment,
significantly lower interest rates, volatility in equity market valuations, and extreme volatility in the U.S. and world financial
markets. Depending upon the success of the distribution, public acceptance, and administration of COVID-19 vaccines or other
therapies, we expect the impact of the COVID-19 pandemic on the U.S. economy may be significant during a large part of 2021
and that it could materially adversely affect our operations, our regulatory capital and liquidity position, the credit performance
of our Private Education Loans and other assets, the number of borrowers seeking payment relief, our results of operations and
financial condition, and/or our cash flows.

As described in Part II, Item 7. “Management’s Discussion and Analysis of Financial Condition and Results of

Operations — Impact of COVID-19 on Sallie Mae — Customers and Credit Performance,” in this annual report on Form 10-K,
during 2020 we experienced a significant increase in disaster forbearance grants, and our borrowers experienced higher levels
of financial hardship, which could lead to increased levels of delinquencies and defaults in the future. Also, our loan application
volumes decreased and we had lower Private Education Loan origination volumes in 2020 than we had anticipated.

In addition, our employees may have to continue to work from home for a significant portion of 2021. Unanticipated

issues arising from handling personal, confidential, and other information from a less efficient work-from-home environment
could adversely impact our operations and lead to greater risk for us.

The extent to which the COVID-19 pandemic impacts our business, results of operations, financial condition, and/or cash

flows will depend on future developments, which are highly uncertain and largely beyond our control, including the impact of
the pandemic on colleges and universities, student enrollment, and the need for Private Education Loans. There can be no
assurance that colleges and universities will return to normal pre-pandemic operations, which could adversely affect
enrollments and, consequently, the need for Private Education Loans. In addition, the impact of the COVID-19 pandemic on
our business, results of operations, financial condition, and/or cash flows will depend upon, among other factors: the scope and
duration of the pandemic; the number of our employees, customers, and vendors adversely affected by the pandemic; the
broader public health and economic dislocations resulting from the pandemic; the actions taken by governmental authorities to
limit the public health, financial, and economic impacts of the COVID-19 pandemic; any legislative or regulatory changes that
suspend or reduce payments or cancel or discharge obligations for education loan borrowers; any reputational damage related to
the broader reception and perception of our response to the COVID-19 pandemic; and the impact of the COVID-19 pandemic
on local, U.S., and world economies. Moreover, we expect that effects of the COVID-19 pandemic will heighten many of the
other known risks to our business described below in this Item 1A, and the impact of COVID-19 on our business could be
material and adverse. Any future pandemic could subject our business to the same or greater risks than the COVID-19
pandemic.

CONCENTRATION RISK

Our product offerings are primarily concentrated in loan products for higher education and deposit products for online
depositors. Such concentrations and the competitive environment for those products subject us to risks that could adversely
affect our financial position.

At December 31, 2020, approximately 60 percent of our total assets, and 70 percent of our total assets excluding cash and
cash equivalents, were comprised of Private Education Loans. This concentration poses the risk that any disruption, dislocation,
or other negative event or trend in the Private Education Loan market or the overall economic environment could
disproportionately and adversely affect our business, financial condition, and results of operations. We compete in the Private
Education Loan market with banks and other consumer lending institutions, many with strong consumer brand name

recognition and greater financial resources. Many of those lenders also have a greater level of diversification in their mix of
assets, which can enable them to be more competitive in uncertain or challenging economic times. Moreover, our competition
will increase as various lending institutions and other competitors, including Navient, through its Earnest subsidiary, enter or re-
enter the Private Education Loan market. We also compete with FinTech companies (as defined below), many of whom have
lower return hurdles than more traditional consumer lending institutions. We compete based on our brand products, origination
capability, and customer service. To the extent our competitors compete more aggressively or effectively, we could lose market
share to them or subject our existing loans to consolidation or refinancing risk.

Competition plays a significant role in our online deposit gathering activities. The market for online deposits is highly
competitive, based primarily on a combination of reputation and rate. Increased competition for deposits could cause our cost of
funds to increase, which could negatively impact our loan pricing and net interest margin.

In addition to competition with banks and other consumer lending institutions, the federal government, through the
Federal Direct Student Loan Program (the “DSLP”), poses significant competition to our Private Education Loan products. The
availability and terms of loans the government originates or guarantees affect the demand for Private Education Loans because
students and their families often rely on Private Education Loans to bridge the gap between available funds, including family
savings, scholarships, grants, and federal and state loans, and the costs of post-secondary education. The federal government
currently places both annual and aggregate limits on the amount of federal loans any student can receive and determines the
criteria for student eligibility. Parents and graduate students may obtain additional federal education loans through other
programs. These federal education lending programs are generally adjusted in connection with funding authorizations from the
U.S. Congress for programs under the Higher Education Act of 1965 (the “HEA”). The HEA’s reauthorization is currently
pending in the U.S. Congress. Reauthorization, as well as measures to provide relief for COVID-19, could provide a legislative
vehicle for changes to student loan programs. Possible components that could impact the Private Education Loan market are
changes to federal education loan limits, private loan refinancing programs, or Private Education Loan forgiveness. Other
components of any legislation also could have a negative impact on our business and financial condition. See “—
POLITICAL/REPUTATIONAL RISK.”

Consumer access to alternative means of financing the costs of education and other factors may reduce demand for, or
adversely affect our ability to retain, Private Education Loans, which could have a material adverse effect on our business,
financial condition, results of operations and/or cash flows.

The demand for Private Education Loans could weaken if families and student borrowers use other vehicles to bridge the

gap between available funds and costs of post-secondary education. These vehicles include, among others:

•

Home equity loans or other borrowings available to families to finance their education costs;

Pre-paid tuition plans, which allow students to pay tuition at today’s rates to cover tuition costs in the future;

Section 529 plans, which include both pre-paid tuition plans and college savings plans that allow a family to save funds
on a tax-advantaged basis;

Education IRAs, now known as Coverdell Education Savings Accounts, under which a holder can make annual
contributions for education savings;

Government education loan programs such as the DSLP; and

Direct loans from colleges and universities, as well as income sharing agreements offered by schools and facilitated by
private companies.

In addition, our ability to grow Private Education Loan originations and retain assets at our planned levels could be

negatively affected if:

•

demographic trends in the United States result in a decrease in college-age individuals;

demand for higher education decreases;

the cost of attendance of higher education decreases;

consumers increase their targeted savings for higher education;

prepayment rates on our Private Education Loans increase or accelerate due to greater market liquidity, availability of
alternative means of financing, improved household incomes, increasing consumer confidence, and/or various other
factors;

there is broader public resistance to increasing higher education costs; or

proposals for new federal and state education spending described below in “Political/Reputational Risk” gain broader
appeal or momentum.

Consolidation or refinancing of existing Private Education Loans could have a material adverse effect on our business,
financial condition, results of operations and/or cash flows.

We believe the design of our Private Education Loan products, with emphasis on rigorous underwriting, credit-worthy
cosigners and variable or fixed interest rates, creates sustainable, competitive loan products. However, increasing amounts of
private education consolidation loans at interest rates below those of our existing portfolio - whether from private sources
(including financial technology (“FinTech”) companies) or otherwise - can contribute to an increase in the prepayment rates of
our existing Private Education Loans and, if prolonged and continuous, could have a material adverse effect on our business,
financial condition, results of operations and/or cash flows.

Since 2010, there have been a number of bills introduced in the United States Congress to promote federal financing for
consolidation or refinancing of existing student loans, as well as an increase in the number of lenders offering similar products.
Also, on July 31, 2018, the Office of the Comptroller of the Currency (the “OCC”) issued a policy statement announcing that it
would consider applications from FinTech companies to become special purpose national banks. The special purpose national
bank charter is available to qualifying companies engaged in a limited range of banking activities, including paying checks or
lending money, but that do not take deposits.

CREDIT RISK

Defaults on our loans, particularly Private Education Loans, could adversely affect our business, financial position, results
of operations, and/or cash flows.

We bear the full credit exposure on our Private Education Loans and Credit Card loans, which are unsecured loans. If

they were to default at rates much higher than anticipated or at speeds faster than anticipated, our business, financial position,
results of operations, and/or cash flows could be adversely affected. Delinquencies are an important indicator of the potential
future credit performance of those loan portfolios. Many factors can have an impact on borrower delinquencies. But rising
unemployment rates and the failure of our in-school borrowers to graduate are two of the most significant macroeconomic
factors that could increase loan delinquencies, defaults and loan modifications, or otherwise negatively affect performance of
our existing education loan portfolios. Likewise, high unemployment may impede Private Education Loan originations growth,
as loan applicants and cosigners may experience trouble repaying credit obligations or may not meet our credit standards.
Additionally, if interest rates rise causing payments on variable-rate loans to increase, borrowers and cosigners could
experience trouble repaying loans we have made to them. See Part II, Item 7. “Management’s Discussion and Analysis of
Financial Condition and Results of Operations — Financial Condition — Allowance for Credit Losses — Use of Forbearance
and Rate Modifications as a Private Education Loan Collection Tool” for a discussion of how items such as changes in credit
administration practices can impact the timing and level of delinquencies and defaults on our loans. Higher credit-related losses
and weaker credit quality negatively affect our business, financial condition, and results of operations and limit funding options,
which could also adversely impact our liquidity position. Our Private Education Loan delinquencies (loans greater than 30 days
past due), as a percentage of Private Education Loans in repayment, were 2.8 percent at December 31, 2020.

Our allowance for credit losses may not be adequate to cover actual losses, and we may be required to materially increase
our allowance, which may adversely affect our capital, financial condition, and/or results of operations.

In June 2016, the 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. 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
(“CECL”) over the remaining contractual term of the assets. The CECL standard resulted in a significant change in how we
recognize credit losses and will have a material impact on our financial condition, results of operations, and capital levels. The
evaluation of our allowance for credit losses is inherently subjective, as it requires material estimates that may be subject to
significant changes. The measurement of expected credit losses is based on historical information, current conditions, and
reasonable and supportable forecasts to estimate the expected loss over the life of the loan. This differs significantly from the
“incurred loss” model, which was in effect during 2019 and delays recognition until it is probable a loss has been incurred. Our
models take into account historical loss experience in various economic conditions to estimate expected future losses based
upon future economic forecasts over a period of time, at which point we revert expected losses to our historical rates. Future
defaults can be higher than anticipated due to a variety of factors outside of our control, and our models may not accurately
estimate future loan loss performance. The models used in calculating our CECL estimates include forecasts of future economic
conditions, loss rates, prepayment rates, and recovery rates. If these forecasts prove to be inaccurate, or our models were not
designed properly, our allowance for credit losses may not be sufficient to cover future losses, which could negatively impact
our financial condition, results of operations, and capital levels. In addition, the amount of losses recorded under CECL is very
sensitive to the inputs described above. As such, changes to these inputs could significantly change the amount of allowance
necessary, which could have a negative impact on our financial results and capital levels. See Part II, Item 7. “Management’s
Discussion and Analysis of Financial Condition and Results of Operations — Critical Accounting Policies and Estimates —
Allowance for Credit Losses 2020 ” for further details.

LIQUIDITY RISK

Our ability to achieve our business goals will be heavily reliant on our ability to obtain deposits, obtain financing through
asset-backed securitizations, and, for at least the next few years, sell loans at attractive prices to help fund any share
repurchase programs that may be authorized from time to time. An inability to effectively manage our liquidity could
negatively impact our ability to fund our business obligations and opportunities, which could lead to regulatory scrutiny and
could have a material adverse effect on our business, financial condition, results of operations, and/or cash flows.

We must effectively manage the liquidity risk inherent in our business. We require liquidity to meet cash requirements for

such things as day-to-day operating expenses, funding of our Private Education Loan and Credit Card originations, deposit
withdrawals and maturities, payment of any declared dividends on our preferred stock and common stock, and payment for any
shares of common stock acquired under any common stock repurchase program or otherwise. Our primary sources of liquidity
and funding are customer deposits, payments received on Private Education Loans and FFELP Loans that we hold, and
proceeds from loan sales and securitization transactions. We may maintain too much liquidity, which can be costly, or we may
be too illiquid, which could result in financial distress during times of economic stress or capital market disruptions.

We fund Private Education Loan originations through asset-backed securitizations and deposits raised by the Bank,
including term and liquid brokered and retail deposits, as well as Educational 529 and Health Savings Account deposits. Assets
funded through deposits result in refinancing risk because the average term of the deposits is shorter than the expected term of
the Private Education Loan assets we originate. The significant competition for deposits from other banking organizations that
are also seeking stable deposits to support their funding needs may affect deposit renewal rates, costs, or availability. In
addition, our ability to maintain existing balances or obtain additional deposits may be affected by factors, including those
beyond our control, such as a rising stock market, perceptions about our financial strength, quality of deposit servicing or online
banking generally, and general economic conditions, including high unemployment and decreased savings rates. Also, our
ability to maintain our current level of deposits or grow our deposit base could be affected by regulatory restrictions, including
the possible imposition by our regulators of prior approval requirements or restrictions.

Our short-term success also depends on our ability to structure Private Education Loan securitizations or execute other

secured funding transactions. Several factors may have a material adverse effect on both our ability to obtain such funding and
the time it takes us to structure and execute these transactions, including the following:

•

Persistent and prolonged disruption or volatility in the capital markets or in the education loan ABS sector specifically;

Degradation of the credit quality or performance of the Private Education Loans we sell or finance through securitization
trusts, or adverse rating agency assumptions, rating actions, or conclusions with respect to those trusts or the education
loan-backed securitization trusts sponsored by other issuers;

A material breach of our obligations to purchasers of our Private Education Loans, including securitization trusts;

•

The timing, pricing, and size of education loan asset-backed securitizations other parties issue, or the adverse
performance of, or other problems with, such securitizations;

Challenges to the enforceability of Private Education Loans based on violations of, or changes to, federal or state
consumer protection or licensing laws and related regulations, or imposition of penalties or liabilities on assignees of
Private Education Loans for violation of such laws and regulations; and

Our inability to structure and gain market acceptance for new product features or services to meet new demands of ABS
investors, rating agencies, or credit facility providers.

If we require funding beyond that which we may be able to obtain through deposits and proceeds from ABS transactions

at attractive prices, we may need to raise additional liquidity through other forms of secured and unsecured debt financing,
which, in turn, could increase our funding costs and reduce our net interest margin.

Our ability to sell loans at attractive prices, as well as the timing and volume of any sales, will be subject to market
conditions, and there can be no guarantee that we will be able to effectuate planned loan sales at the prices, times, or volumes
we desire, or at all. If we are unable to effectuate loan sales at the prices, times, and volumes we desire, we may not be able to
fund share repurchase programs that are authorized from time to time or achieve other business goals.

We currently maintain sufficient risk-based capital through adequate retention and reinvestment of earnings from
operations. If our business objectives require capital above and beyond what we generate through retained earnings, we may
need to raise capital for our business by issuing additional equity to investors. Several factors, some of which may be beyond
our control, may have a material adverse effect on our ability to raise funding at any given time through any of the channels
described above in this Risk Factor in the amounts, at the rates, or within the timeframes we desire or need. If this occurs, our
business, results of operations, financial position, and/or cash flow could be materially and adversely affected.

In structuring and facilitating securitizations or sales of Private Education Loans, administering securitization trusts, or
servicing loans we have securitized or sold, we may incur liabilities to transaction parties.

Under applicable state and federal securities laws, if investors incur losses as a result of purchasing ABS issued in
connection with our securitization transactions, we could be deemed responsible and could be liable to investors for damages.
We could also be liable to investors or other parties for certain updated performance information that we may provide
subsequent to the original issuances. If we fail to cause the securitization trusts or other transaction parties to disclose
adequately all material information regarding an investment in any securities, if we or the trusts make statements that are
misleading in any material respect in information delivered to investors in any securities, if we breach any representations or
warranties made in connection with securitization of the loans, or if we breach any other duties as the administrator or servicer
of the securitization trusts, it is possible we could be sued and ultimately held liable to an investor or other transaction party. In
transactions involving the sale of loans in non-securitized form where we remain the servicer of the loans, it is possible we
could be sued and ultimately held liable to the purchaser of the loans or another transaction party for breaches or representations
of warranties or breaches of servicing covenants.

INTEREST RATE RISK

The interest rate and maturity characteristics of our earning assets do not fully match the interest rate and maturity
characteristics of our funding arrangements, which may negatively impact the level of our net interest income. We are also
subject to repayment and prepayment risks, which can increase uncertainty as we manage our interest rate risk and can
adversely affect our business, financial condition, results of operations, and/or cash flows.

Net interest income is the primary source of cash flow generated by our loan portfolios. Interest earned on our Private

Education Loans and FFELP Loans is either fixed-rate or indexed to a short-term variable rate, and these loans are originated
with relatively long repayment periods. ABS funding closely mirrors the expected maturities of our education loans and
provides a combination of fixed and variable-rate funding. Deposits are issued with both fixed and variable rates, and the
average term is typically shorter than the expected term of our combined loan portfolios.

The different interest rate and maturity characteristics of our loan portfolio and the liabilities funding that portfolio result

in fluctuations in our net interest income. In certain interest rate environments, this mismatch may reduce our net interest
margin (the interest yield earned on our portfolio less the rate paid on our interest-bearing liabilities) and net interest income.
While we actively monitor and manage mismatches in the interest rate and maturity characteristics of our assets and liabilities,

using derivative transactions where necessary to avoid excessive levels of repricing and refunding risk, it is not possible to
hedge all of our exposure to such risks. While the assets, liabilities, and related hedging derivative contract re-pricing indices
are typically highly correlated, there can be no assurance that the historically high correlation will not be disrupted by capital
market dislocations or other factors outside our control. In these circumstances, our earnings could be materially adversely
affected.

We are also subject to risks associated with changes in repayment and prepayment rates on Private Education Loans,
which can increase uncertainty as we manage our interest rate risk. Consolidations and refinancings contribute to increased
prepayment rates. In addition, increases in employment levels, wages, family income, alternative sources of financing, and
government support for student loan borrowers during times of crisis, such as during the COVID-19 pandemic, may also
contribute to higher than expected prepayment rates, which can adversely affect our interest rate and repricing risk and our
financial condition and results of operations.

Our use of derivatives to manage interest rate sensitivity exposes us to credit and market risk that could have a material
adverse effect on our earnings.

We maintain an overall interest rate strategy that uses derivatives to reduce the economic effect of interest rate changes.

Developing an effective hedging strategy for dealing with movements in interest rates is complex, and no strategy can
completely avoid the risks associated with these fluctuations. For example, our education loan portfolios remain subject to
prepayment risk that could cause them to be under- or over-hedged, which could result in material losses. In addition, some of
our interest rate risk management activities expose us to mark-to-market losses if interest rates move in a materially different
way than was expected when we entered into the related derivative contracts.

Our use of derivatives also exposes us to market risk and credit risk. Market risk is the chance of financial loss resulting
from changes in interest rates and market liquidity. Some of the interest rate swaps we use to economically hedge interest rate
risk between our assets and liabilities do not qualify for hedge accounting treatment. Therefore, the change in fair value, called
the “mark-to-market,” of the swaps that do not qualify as accounting hedges is included in our statement of income. A decline
in the fair value of those derivatives could have a material adverse effect on our reported earnings.

We are also subject to the creditworthiness of third-parties, including various lending, investment, and derivative
counterparties. Our overall counterparty exposure is more fully discussed in Part II, Item 7. “Management’s Discussion and
Analysis of Financial Condition and Results of Operations — Liquidity and Capital Resources — Counterparty Exposure.” If
our counterparties are unable to perform their obligations, such inability could have a material adverse impact on our business,
financial condition, results of operations, and/or cash flows.

The transition from LIBOR to an alternative reference “benchmark” interest rate is uncertain and could adversely affect the
value of or the interest rates on our assets and obligations indexed to LIBOR, as well as the revenue and expenses associated
with those assets and obligations.

The interest rates on our variable-rate Private Education Loans and certain other assets are indexed to LIBOR, the

London interbank offered rate. Certain of our interest rate swaps, notes issued under our term ABS and our education loan-
backed multi-lender secured borrowing facility (the “Secured Borrowing Facility”), brokered and non-brokered deposits and
other obligations also are indexed to LIBOR. In each case, the terms of the relevant agreements define LIBOR and provide
differing methods for how it may be replaced or computed if LIBOR is no longer available as defined. LIBOR is used
worldwide as a reference for setting interest rates on loans, derivatives, and other assets and obligations.

On July 27, 2017, the United Kingdom's Financial Conduct Authority, which regulates LIBOR, publicly announced that

it intends to stop persuading or compelling banks on the London interbank market to submit LIBOR rates after 2021. On
December 4, 2020, the administrator of LIBOR, the ICE Benchmark Administration, published a consultation on its intention to
extend the date on which the rates on most tenors of U.S. dollar LIBOR would cease being published from December 31, 2021
to June 30, 2023. Any publication beyond December 31, 2021 will need to comply with applicable regulations, including as to
representativeness. U.S. banking regulators have encouraged banks to stop entering into new LIBOR-based contracts as soon as
practicable and in any event by the end of 2021. It is unclear at this time, and we are not able to predict, whether or when
LIBOR will cease to exist, whether or when new methods of calculating LIBOR will be established such that it continues to
exist after 2021, or whether or when alternative benchmark or reference rates will be available, either through regulatory action
or financial market developments, as viable alternatives to LIBOR. If one or more replacement benchmark or reference rates is
available, it is unknown at this time, and we are unable to predict, whether any such alternatives will be acceptable to investors,

financial markets or regulators, or applied consistently and concurrently to various assets, obligations, or financial instruments.
Certain of our existing assets and obligations do not include provisions clearly specifying a method for transitioning from
LIBOR to an alternative benchmark rate. Given this situation, it is unclear what consents or approvals, if any, will be required
to replace LIBOR under our various agreements. As a result of these potential changes and related uncertainties, the interest
rates on and value of our assets and obligations indexed to LIBOR, and the revenue and expenses associated with those assets
and obligations, could be affected in disparate ways at disparate times, creating basis risk and potential adverse effects on our
business and results of operations. Changes to the reference rate used could result in dissatisfied customers, lenders, investors,
or counterparties, which could result in reputational damage, litigation or regulatory scrutiny.

The Company has actively monitored market developments with respect to LIBOR replacement since 2017 and during

2020 launched a formal cross-functional replacement project with the goal of ensuring a smooth transition to a replacement
index with minimal negative impact on our customers, investors, and the Company’s business, financial condition, and results
of operations. The project team monitors developments, assesses impacts, proposes plans and, with the approval of an executive
committee, implements changes. The project team reports status regularly to our Board of Directors. In 2020 we began issuing
certain deposits based on the Secured Overnight Financing Rate (“SOFR”). We expect to begin to issue variable-rate Private
Education Loans that do not use LIBOR as a reference rate in 2021. We plan to significantly reduce the number of contracts
that reference LIBOR, either through modification or replacement, by June 2023. There can be no guarantee our reference rate
replacement plan will occur as expected, however, and failure to implement the plan effectively or changes in how LIBOR
transition occurs could have a material adverse effect on our business, results of operations, financial position, and/or cash
flows.

CAPITAL RISK

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 material adverse effect on our business, results of operations and/or 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 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.

If the Bank fails to satisfy regulatory risk-based or leverage capital requirements, it may be subject to serious regulatory

sanctions that could prevent us from successfully executing our business plan and may have a material adverse effect on our
business, results of operations, financial position, and/or cash flows. See Item 1. “Business — Supervision and Regulation —
Regulation of Sallie Mae Bank — Regulatory Capital Requirements.”

Unfavorable results from the periodic stress scenarios we model under regulatory guidance may adversely affect our
business and result in regulatory action that could adversely affect our cost of capital and liquidity position.

Pursuant to regulatory guidance, the Bank conducts annual capital stress tests, modeling systemic and company-specific

stress scenarios. In 2020, as the Bank responded to the macroeconomic and humanitarian challenges of the COVID-19
pandemic, the Bank selected as its primary stress scenario its current forecast, reflecting the severe stresses anticipated due to
the impact of the pandemic on our customers and the U.S. economy (including the impacts of disaster forbearance practices
designed to alleviate the severity of the pandemic on our borrowers). The results of this analysis were presented to and
reviewed by the Bank’s senior management, the Bank’s Board of Directors and the Board’s Risk Committee. In addition, the
Bank made the results of the stress tests (its current business forecast) available to its prudential regulators - the FDIC and the
UDFI. The process we utilized in 2020 was a pragmatic departure from our standard testing practices, dictated by the severity
of the pandemic. Generally, the stress test results include certain measures that evaluate the Bank’s ability to absorb losses in
severely adverse economic and financial conditions; the 2020 scenario analysis tested the Bank’s resources and resiliency in
real time. Typically, on the basis of a stress analysis, senior management may elect to adjust its business plans or capital targets
to reduce risks identified by the analysis. Our regulators may also require the Bank to raise additional capital or take other
actions, or may impose restrictions on our business, based on the results of the stress tests. We may not be able to raise
additional capital if required to do so, or may not be able to do so on terms that are advantageous to us. Any such capital raises,
if required, may also be dilutive to our existing stockholders.

We also conduct quarterly liquidity stress tests to evaluate the adequacy of our liquidity sources under several stress
scenarios, including a severely adverse macroeconomic scenario. In 2020, the forecast of business operations through the
pandemic served as the severely adverse scenario. The results of these scenarios may lead management to determine, or
regulators to demand, that higher levels of liquidity be maintained at significant incremental expense to the Bank.

Changes in accounting standards, or incorrect estimates and assumptions by management in connection with the
preparation of our consolidated financial statements, could adversely affect our capital levels, results of operation, and/or
financial condition.

We are subject to the requirements of entities that set and interpret the accounting standards governing the preparation of

our financial statements and other financial reports. These entities, which include the FASB, the SEC and banking regulators,
may add new requirements or change their interpretations of how those standards should be applied. Changes in our accounting
policies or in accounting standards could materially affect how we report our financial condition and/or results of operations.
As a result of changes to financial accounting or reporting standards, whether promulgated or required by the FASB or other
regulators, we could be required to change certain of the assumptions or estimates we have previously used in preparing our
financial statements, which could negatively impact how we record and report our financial condition, results of operations, and
capital levels.

The preparation of our consolidated financial statements requires us to make critical accounting estimates and

assumptions that affect the reported amounts of assets, liabilities, income, and expenses during the reporting periods. Incorrect
estimates and assumptions by us in connection with the preparation of our consolidated financial statements could adversely
affect the reported amounts of assets, liabilities, income, and expenses. If we make incorrect assumptions or estimates, we may
under- or overstate reported financial results, which could materially and adversely affect our business, financial condition, and/
or results of operations. For additional information on the key areas for which assumptions and estimates are used in preparing
our financial statements, see Part II, Item 7. “Management’s Discussion and Analysis of Financial Condition and Results of
Operations — Critical Accounting Policies and Estimates” and Notes to Consolidated Financial Statements, Note 2,
“Significant Accounting Policies.”

REGULATORY RISK

Failure to comply with consumer protection, privacy, or cybersecurity laws and requirements could subject us to civil and
criminal penalties or litigation, including class actions, and have a material adverse effect on our business.

We are subject to a broad range of federal and state consumer protection laws applicable to our lending and retail banking

activities, including laws governing fair lending, unfair, deceptive and abusive acts and practices, service member protections,
interest rates and loan fees, disclosures of loan terms, marketing, servicing and collections.

We are also subject to a dynamically changing landscape of privacy and cybersecurity laws, regulations, and

requirements. For example, the CCPA took effect on January 1, 2020, and is broad, sweeping legislation that gives California
consumers certain rights similar to those provided by the European General Data Protection Regulation. Among other things,
the CCPA provides for enhanced regulatory penalties and potential statutory damages in relation to certain types of data
breaches. See Item 1. “Business — Supervision and Regulation — Regulation of Sallie Mae Bank — Privacy Laws” for
additional information.

Violations of, or changes in, federal or state consumer protection, privacy or cybersecurity laws or related regulations, or

in the prevailing interpretations thereof, may expose us to litigation, administrative fines, penalties and restitution, result in
greater compliance costs, constrain the marketing and origination of Private Education Loans or other products, adversely affect
the collection of balances due on the loan assets held by us or by securitization trusts or otherwise adversely affect our business.
Compliance with laws and regulations can be difficult and costly, and changes to laws and regulations, as well as increased
intensity in compliance and supervision activities, often impose additional compliance costs. Accordingly, we could incur
substantial additional expense complying with these requirements and may be required to create new processes and information
systems. Moreover, changes in federal or state consumer protection laws and related regulations, or in the prevailing
interpretations thereof, could invalidate or call into question the legality of certain of our services and business practices.

The CFPB is the Bank’s primary consumer compliance supervisor, with exclusive authority to conduct examinations for

the purposes of assessing compliance with the requirements of Federal consumer financial laws and with primary consumer
compliance enforcement authority. CFPB jurisdiction could result in additional regulation and supervision, which could

increase our costs and limit our ability to pursue business opportunities. The CFPB/DOE MOU could lead to additional
complaints received by the CFPB regarding us, which could lead to additional scrutiny of us and increase our costs. Consent
orders, decrees or settlements entered into with governmental agencies may also increase our compliance costs or restrict
certain of our activities.

The CFPB and the FDIC have issued guidance to supervised banks with respect to increased responsibilities to supervise

the activities of service providers to ensure compliance with federal consumer protection laws. The issuance of regulatory
guidance and the enforcement of the enhanced vendor management standards via examination and investigation of us or any
third-party with whom we do business may increase our costs, require increased management attention and adversely impact
our operations. In the event we should fail to meet the heightened standards for management of service providers, we could be
subject to supervisory orders to cease and desist, civil monetary penalties, or other actions due to claimed noncompliance,
which could have an adverse effect on our business, financial condition, operating results, and/or cash flows.

We operate in a highly regulated environment and the laws and regulations that govern our operations, or changes in these
laws and regulations, or our failure to comply with them, may adversely affect us.

In addition to consumer protection laws, we are also subject to extensive regulation and supervision that govern almost all

aspects of our operations. Intended to protect clients, depositors, the DIF, and the overall financial system, these laws and
regulations may, among other matters:

•

prescribe minimum capital requirements;

limit the rates of growth of our business;

impose limitations on the business activities in which we can engage;

limit the dividends or distributions the Bank can pay to us;

limit share repurchases;

restrict the payment of discretionary bonuses to executive officers;

restrict the ability of institutions to guarantee our debt;

limit proprietary trading and investments in certain private funds;

impose certain specific accounting requirements on us that may be more restrictive;

result in changes from time to time in our practices, policies, and procedures in various areas of our business; and

result in greater or earlier charges to earnings or reductions in our capital.

The FDIC has the authority to limit the Bank’s annual total balance sheet growth, but no such limitations were imposed in

recent years. There can be no assurance that limitations will not be imposed in the future, however.

Compliance with laws and regulations can be difficult and costly, and changes to laws and regulations, as well as
increased intensity in supervision, often impose additional compliance costs. We, like the rest of the banking sector, are facing
increased regulation and supervision of our industry by bank regulatory agencies and expect there may be additional and
changing requirements and conditions imposed on us, any of which could increase our costs, require increased management
attention and adversely impact our results of operations. Our failure to comply with these laws and regulations, even if the
failure is inadvertent or reflects a difference in interpretation, could subject us to fines, other penalties and restrictions on our
business activities, any of which could adversely affect our business, financial condition, cash flows, results of operations,
capital base and/or the price of our securities.

POLITICAL/REPUTATIONAL RISK

Proposals of federal and state governments, or of various political candidates, affecting the student loan industry in
particular, such as proposals for new federal education spending designed to make higher education “free” or substantially
so regardless of financial need, or to create new federally funded programs to refinance private student loans, subject us to
political risk and could have a material adverse impact on our business, results of operations, financial condition, and/or
cash flows.

We operate in an environment of heightened political and regulatory scrutiny of education loan lending, servicing, and

originations. The rising cost of higher education, questions regarding the quality of education provided, particularly among for-

profit institutions, and the increasing amount of student loan debt outstanding in the United States have prompted this
heightened and ongoing scrutiny. This environment could lead to further proposals by political candidates and state and federal
legislators and regulators, and to the enactment of laws and regulations, applicable to, or limiting, our business. For instance,
over the last several years, numerous proposals for new federal spending have been discussed by political candidates and/or
introduced by legislators to make higher education “free” or substantially so. Some proposals have included the potential
forgiveness of substantial amounts of existing outstanding student loan indebtedness. Also, various states have proposed and/or
enacted legislation providing for “free” or “substantially free” higher education to residents of the state having incomes below a
certain level and who attend publicly-funded universities in the state. Moreover, since 2010, a number of bills have been
introduced in the United States Congress to promote federal financing for consolidation or refinancing of existing student loans.
The regulatory environment at the state level has shifted such that many states recently have enacted new legislation
specifically restricting the conduct and practices of student loan servicers. The enactment of any of the proposed legislation or
policies described above, even if they do not apply specifically to private education loans, could have a material adverse impact
on our business, results of operations, financial condition, and/or cash flows. In addition, the continued ongoing publicity
regarding these various proposals, even if they are not enacted, could negatively impact the market price of our common stock.

We are subject to reputational risk, which could damage our brand and have a material adverse impact on our business,
results of operations, financial condition, and/or cash flows.

Our reputation as an originator and servicer of high-quality Private Education Loans is very dependent upon how our

customers, our regulators, legislators, the education community, and the broader market perceive our business practices,
financial heath, and integrity, and the business practices, financial health, and integrity of the overall student loan market or
other loan markets, as applicable. Negative publicity, including as a result of our actual or alleged conduct or public opinion of
the student loan industry or other relevant industries generally, or as a result of achieving lower environmental, social, and
governance, or “sustainability,” scores or ratings than those desired by certain investors, could damage our reputation and
business and adversely impact the price of our common stock. Additionally, as described above, proposals of political
candidates or legislators that may affect the financial industry, or the student loan industry in particular, could damage our
reputation and business and adversely impact the price of our common stock.

Any internal, market, or other developments, including those relating to our competitors or our business, that result in a

negative impact on our reputation or the reputation of the student loan industry or other relevant industries could have an
adverse effect on our ability to originate, service, and retain Private Education Loans or other loans, as applicable, result in
greater regulatory, legislative, and media scrutiny, increase our risk of litigation and regulatory sanctions or other actions, and
have a material adverse effect on our financial condition and/or results of operations.

OPERATIONAL RISKS

Failure of our operating systems or infrastructure or the inability to adapt to changes could disrupt our business, cause
significant losses, result in regulatory action, or damage our reputation.

Our business is dependent on our ability to process and monitor large numbers of transactions in compliance with legal
and regulatory standards and our product specifications. As processing demands change and our loan portfolios grow in both
volume and differing terms and conditions, developing and maintaining our operating systems and infrastructure become
increasingly challenging. There is no assurance we can adequately or efficiently develop, maintain or acquire access to such
systems and infrastructure.

Our loan originations and the servicing, financial, accounting, data processing or other operating systems and facilities

that support them may fail to operate properly, become disabled as a result of events beyond our control or be unable to be
rapidly configured to timely address regulatory changes, in each case potentially adversely affecting our ability to process these
transactions. Any such failure could adversely affect our ability to service our customers, result in financial loss or liability to
our customers and investors, disrupt our business, result in regulatory action or cause reputational damage. Despite the plans we
have in place, our ability to operate may be adversely affected by a disruption in the infrastructure that supports our businesses.
Notwithstanding our efforts to maintain business continuity, a disruptive event impacting our processing locations could
adversely affect our business, financial condition, results of operations and/or cash flows.

Our business processes are becoming increasingly dependent upon technological advancement, and we could lose market
share if we are not able to keep pace with rapid changes in technology.

Our future success depends, in part, on our ability to underwrite and approve loans, process loan applications and
payments and provide other customer services, in a safe, automated manner with high-quality service standards. The volume of
loan originations we are able to process is reliant on the systems and processes we have implemented and developed. These
systems and processes are becoming increasingly dependent upon technological advancement, such as the ability to process
loans and payments over the internet or mobile applications, accept electronic signatures and provide initial decisions instantly.
Our future success also depends, in part, on our ability to develop and implement technology solutions that keep pace with
continuing changes in technology, industry standards and client preferences, including FinTech developments. We may not be
successful in anticipating or responding to these developments in a timely manner. We have made, and need to continue to
make, investments in our technology platform to provide competitive products and services. We may be required to expend
significant funds to develop or acquire new technologies. If competitors introduce products, services, and systems that are better
than ours or that are more cost-effective or that gain greater market acceptance, we could lose market share. Any one of these
circumstances could have a material adverse effect on our business reputation and ability to obtain and retain clients and,
therefore, could materially adversely affect our business, financial condition and/or results of operations.

We depend on secure information technology and a breach of those systems or those of third-party vendors could result in
significant losses, unauthorized disclosure of confidential customer information and reputational damage, which could
materially adversely affect our business, financial condition and/or results of operations and could lead to significant
financial and legal exposure.

Our operations rely on the secure collection, processing, storage and transmission of personal, confidential and other
information in a significant number of customer transactions on a continuous basis through our computer systems and networks
and those of our third-party service providers. Information security risks for financial institutions and third-party service
providers have increased in recent years and continue to evolve in part because of the proliferation of new technologies, the use
of the internet and telecommunications technologies to conduct financial transactions, and the increased sophistication and
activities of organized crime, hackers, terrorists, activists and other external parties, including foreign state-sponsored actors.
These parties also may fraudulently induce employees, customers and others who use our or our service providers’ systems or
have access to our or our customers’ data, to gain access to our and our customers’ data or our assets.

While we have not been materially impacted by cyber incidents, we continue to evolve our security controls to effectively

prevent, detect and respond to the continually changing threats, and we may be required to expend significant additional
resources in the future to enhance our security controls in response to new or more sophisticated threats, as well as new
regulations related to cybersecurity. Additionally, while we, and our third-party service providers, commit resources to the
design, implementation, maintenance, security and monitoring of our networks and systems, there is no guarantee that our
security controls, or those of our third-party service providers, will protect against all threats.

Despite the measures we and our third-party service providers implement to protect our systems and our or our

customers’ data, we may not be able to anticipate, prevent or detect cyber-attacks, particularly because the techniques used by
attackers change frequently or are not recognized until launched, and because cyber-attacks can originate from a wide variety of
sources, including third parties who are or may be involved in organized crime or linked to terrorist organizations or hostile
foreign governments. Such third parties may seek to gain unauthorized access to our systems either directly or using equipment
or security passwords belonging to employees, customers, third-party service providers or other users of our systems or those of
our third-party service providers. Or, they may seek to disrupt or disable our or our service providers’ services through attacks
such as denial-of-service and ransomware attacks. In addition, we or our service providers may be unable to identify, or may be
significantly delayed in identifying, cyber-attacks and incidents due to the increasing use of techniques and tools that are
designed to circumvent controls, to avoid detection, and to remove or obfuscate forensic artifacts. As a result, our computer
systems, software and networks, as well as those of third-party vendors we utilize, may be vulnerable to unauthorized access,
computer viruses, malicious attacks and other events that could have a security impact beyond our control. We also routinely
transmit and receive personal, confidential and proprietary information, some through third parties, which may be vulnerable to
interception, misuse or mishandling.

If one or more of such events occur, personal, confidential and other information processed by, stored in, or transmitted

through our computer systems and networks, or those of third-party vendors, could be compromised or could cause
interruptions or malfunctions in our or our customers’ or service providers’ operations that could result in significant losses,

loss of business by us and loss of confidence in us, customer dissatisfaction, significant litigation, regulatory exposures, and
harm to our reputation and brand. In addition, we may be required to expend significant resources to modify our protective
measures, to investigate the circumstances surrounding the event and implement mitigation and remediation measures. We also
may be subject to fines, penalties, litigation (including securities fraud class action lawsuits) and regulatory investigation costs
and settlements and financial losses that are either not insured against or not fully covered through any insurance maintained by
us. If one or more of such events occur, our business, financial condition and/or results of operations could be significantly and
adversely affected.

While we seek to mitigate cyber and related risks associated with outsourcing to third-party service providers, including
through our vendor management processes, both operational and technological cyber risks remain and certain risks are beyond
our security and control systems. Cyber-attacks targeted at our service providers may result in unauthorized interception,
misuse, mishandling, access, acquisition, loss or destruction of our or our customers’ data, or other cyber incidents, that may
affect the availability of our services, and impose costs and other liabilities that significantly and adversely affect us in the ways
discussed above.

We depend significantly on third-parties for a wide array of our operations and customer services and key components of
our information technology infrastructure, and a breach of security or service levels, or violation of law by one of these
third-parties, could disrupt our business or provide our competitors with an opportunity to enhance their position at our
expense.

We depend significantly on third-parties for a wide array of our operations and customer services and key components of

our information technology and security infrastructures. Third-party vendors are significantly involved in aspects of our
servicing for Private Education Loans, FFELP Loans, Bank deposit-taking activities, payroll software and systems
development, data center and operations, including the timely and secure transmission of information across our data
communication network, and for other telecommunications, email, processing, storage, remittance and technology-related
services in connection with our business. If a service provider fails to provide the services we require or expect, or fails to meet
applicable regulatory or contractual requirements, such as service levels, protection of our customers’ personal and confidential
information, or compliance with applicable laws, that failure could negatively impact our business by adversely affecting our
ability to process customers’ transactions in a timely and accurate manner, otherwise hampering our ability to serve our
customers and investors, or subjecting us to litigation and regulatory risk for matters as diverse as poor vendor oversight,
improper release or protection of personal information, or release of incorrect information. Such a failure could adversely affect
the perception of the reliability of our networks and services, and the quality of our brand, and could materially adversely affect
our business, financial condition and/or results of operations.

We primarily rely upon Amazon Web Services to deliver our offerings to users on our platform, and any disruption of or
interference with our use of Amazon Web Services could adversely impact our business and operations.

Amazon Web Services (“AWS”) provides a distributed computing infrastructure platform for business operations, which

is commonly referred to as “cloud” computing services. In 2019, we completed the migration of our computing infrastructure
over to AWS. We currently run the majority of computing to power our websites, mobile applications, and other technology
products and services on AWS, and we store a significant amount of our users’ information and our confidential business
information on AWS.

We have limited control over the AWS operations and facilities that we use to store our data. While we’ve implemented

contingencies for disaster recovery and business continuity, those operations and facilities are susceptible to damage and/or
service interruptions. AWS’ continuing and uninterrupted performance is critical to our continuing and uninterrupted
operations. Given the nature of the outsourcing of these services, along with the fact that we cannot easily switch our AWS
operations to another cloud provider, any disruption of or interference with our use of AWS could adversely impact our
operations and business. Any negative publicity arising from these disruptions could also harm our reputation and brand and
may affect the usage of our offerings.

We may face risks from our operations related to litigation or regulatory actions that could result in significant legal
expenses and settlement or damage awards.

Defending against litigation may require significant attention and resources of management and, regardless of the
outcome, such actions could result in significant expenses. If we are a party to material litigation and if the defenses we assert
are ultimately unsuccessful, or if we are unable to achieve a favorable settlement, we could be liable for large damages and that
could have a material adverse effect on our business, results of operations and/or financial condition.

Our framework for managing risks, including model risk and data governance risk, may not be effective in mitigating our
risk of loss.

Our risk management framework seeks to mitigate risk and appropriately balance risk and return. We have established
processes and procedures intended to identify, measure, monitor, control and report the types of risk to which we are subject.
We seek to monitor and control our risk exposure through a framework of policies, procedures, limits and reporting
requirements.

We also rely on quantitative models to measure and manage risks and estimate certain financial values. Models may be

used in such processes as product pricing, extending credit, measuring interest rate and other market risk, estimating losses,
calculating and assessing capital levels, estimating the value of financial instruments and balance sheet items, and various other
processes. If the models that we use to measure and/or mitigate these risks and values are poorly designed, based upon incorrect
or incomplete information, poorly implemented, or are otherwise inadequate, or our governance surrounding the management
of data we use in our models and other aspects of our business is poorly designed or implemented, or otherwise is inadequate,
our business decisions may be adversely affected, we may provide inaccurate information to the public or regulators, and/or we
may incur increased losses.

In addition, there may be existing or developing risks that we have not appropriately anticipated, identified or mitigated.

If our risk management framework does not effectively identify or mitigate our risks, we could suffer unexpected losses and our
business, financial condition and/or results of operations could be materially adversely affected.

Our internal controls over financial reporting and disclosure controls may be ineffective.

Our management is responsible for maintaining, regularly assessing and, as necessary, making changes to our internal
controls over financial reporting and our disclosure controls. Nevertheless, our internal controls over financial reporting and our
disclosure controls can provide only reasonable assurances regarding the reliability of our financial reporting and the
preparation of our financial statements for external purposes in accordance with generally accepted accounting principles in the
United States (“GAAP”) and may not prevent or detect misstatements. Any failure or circumvention of our internal controls
over financial reporting or our disclosure controls, failure to comply with rules and regulations related to such controls, or
failure to make sound and appropriate application of the criteria established in the framework set forth in Internal Control-
Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission could have a
material adverse effect on our financial condition and/or results of operations.

RISKS RELATED TO SPIN-OFF

Because of Navient’s indemnification obligations, we have significant exposures to risks related to its creditworthiness. If we
are unable to obtain indemnification payments from Navient, we could experience higher than expected costs and operating
expenses and our results of operations, cash flows and/or financial condition could be materially and adversely affected.

Pursuant to the terms of the Separation and Distribution Agreement, and as contemplated by the structure of the Spin-Off,

Navient is legally obligated to indemnify the Bank against all claims, actions, damages, losses or expenses that may arise from
the conduct of all activities of pre-Spin-Off SLM occurring prior to the Spin-Off, except for certain liabilities specifically
assumed by the Bank in the agreement as to which the Bank would be obligated to indemnify Navient. The Separation and
Distribution Agreement provides specific processes and procedures pursuant to which we may submit claims for
indemnification to Navient. If for any reason Navient is unable or unwilling to pay claims made against it, our costs, operating
expenses, cash flows and/or financial condition could be materially and adversely affected over time.

GENERAL RISKS

The holders of our preferred stock have rights that are senior to those of our common shareholders.

At December 31, 2020, we had issued and outstanding 2.5 million shares of our Series B Preferred Stock.

Our Series B Preferred Stock is senior to our shares of common stock in right of payment of dividends and other
distributions. Generally, we must be current on dividends payable to holders of our Series B Preferred Stock before any
dividends can be paid on our common stock. We also must comply with certain provisions that are protective of the Series B
Preferred Stock in order to effectuate any repurchases under our common stock share repurchase program. In the event of our

bankruptcy, dissolution or liquidation, the holders of our Series B Preferred Stock must be satisfied before any distributions can
be made to our common shareholders.

We may be limited in our ability to pay dividends on, and repurchase, our common stock.

The declaration and payment of future common stock dividends, as well as the amount thereof, are subject to

determination by, and the discretion of, our Board of Directors. In addition, we may change our policy regarding the payment of
dividends and reduce or eliminate our common stock dividend in the future, which could adversely affect the market price of
our common stock.

Our share repurchase programs permit us to repurchase from time to time shares of our common stock up to an aggregate
repurchase price not to exceed the authorized limits described in this Form 10-K. We may not be able to sell loans at prices, in
volumes, or on a schedule, that will provide us with sufficient funds to effect share repurchases under our share repurchase
programs. The timing and volume of any repurchases will be subject to market conditions, and there can be no guarantee that
we will repurchase up to the limit of any program or at all, which could adversely affect the market price of our common stock.

We are dependent on funds obtained from the Bank to fund dividend payments and any share repurchases. Regulatory
and other legal restrictions may limit our ability to transfer funds freely, either to or from our subsidiaries. In particular, the
Bank is subject to laws and regulations that authorize regulatory bodies to block or reduce the flow of funds to us, or that
prohibit such transfers altogether in certain circumstances. These laws, regulations and rules may hinder our ability to access
funds that we may need to make payments in respect of our stock or to satisfy our other responsibilities. The FDIC has the
authority to prohibit or limit the payment of dividends by the Bank and SLM Corporation.

Item 1B. Unresolved Staff Comments

None.

Item 2. Properties

The following table lists the principal facility owned by us as of December 31, 2020:

Location

Function

Approximate
Square Feet

Newark, DE . . . . . . Headquarters

160,000

The following table lists the principal facilities leased by us as of December 31, 2020:

Location

Function

Indianapolis, IN . . . Administrative Offices
New Castle, DE . . . Loan Servicing Center
Sterling, VA . . . . . . Administrative Offices
Newton, MA . . . . . . Administrative Offices
Salt Lake City, UT .

Sallie Mae Bank

Approximate
Square Feet

115,000
125,000
27,000
24,000
17,000

The facility that we own is not encumbered by a mortgage. We believe that our headquarters, loan servicing centers, data

center, back-up facility and data management and collection centers are generally adequate to meet our long-term lending and
business goals. Our headquarters are currently located in owned space at 300 Continental Drive, Newark, Delaware, 19713.

Item 3.

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.

Pursuant to the terms of the Spin-Off and applicable law, Navient is responsible for all liabilities (whether accrued,
contingent or otherwise and whether known or unknown) arising out of or resulting from the conduct of pre-Spin-Off SLM and
its subsidiaries’ businesses prior to the Spin-Off, other than certain specifically identified liabilities relating to the conduct of
our consumer banking business for which the Bank is responsible. Nonetheless, given the prior usage of the Sallie Mae and
SLM names by entities now owned by Navient, we and our subsidiaries may from time to time be improperly named as
defendants in legal proceedings where the allegations at issue are the legal responsibility of Navient. Most of these legal
proceedings involve matters that arose in whole or in part in the ordinary course of business of pre-Spin-Off SLM. Likewise, as
the period of time since the Spin-Off increases, so does the likelihood any allegations that may be made may be in part for our
own actions in a post-Spin-Off time period and in part for Navient’s conduct in a pre-Spin-Off time period. We will not be
providing information on these proceedings unless there are material issues of fact or disagreement with Navient as to the bases
of the proceedings or responsibility therefor that we believe could have a material, adverse impact on our business, assets,
financial condition, liquidity or outlook if not resolved in our favor.

On January 18, 2017, the Illinois Attorney General filed a lawsuit in Illinois state court against Navient - its subsidiaries

Additional lawsuits may arise from the Multi-State Investigation which may or may not name the Company, the Bank or

any of their current subsidiaries as parties to these suits. Pursuant to the terms of the Separation and Distribution Agreement,
and as contemplated by the structure of the Spin-Off, Navient is legally obligated to indemnify the Bank against all claims,
actions, damages, losses or expenses that may arise from the conduct of all activities of pre-Spin-Off SLM occurring prior to
the Spin-Off, except for certain liabilities related to the conduct of the pre-Spin-Off consumer banking business that were
specifically assumed by the Bank (and as to which the Bank is obligated to indemnify Navient). Navient has acknowledged its
indemnification obligations under the Separation and Distribution Agreement, in connection with the Multi-State Investigation
and the related lawsuits in which the Bank has been named as a party. Navient has informed the Bank, however, that it believes
that the Bank may be responsible to indemnify Navient against certain potential liabilities arising from the above-described
lawsuits under the Separation and Distribution Agreement and/or a separate loan servicing agreement between the parties, and
has suggested that the parties defer further discussion regarding indemnification obligations, and reimbursement of ongoing
legal costs, in connection with the lawsuits until the lawsuits are resolved. The Bank disagrees with Navient’s position and the
Bank has reiterated to Navient that Navient is responsible for promptly indemnifying the Bank against all liabilities arising out
of the conduct of pre-Spin-Off SLM that are at issue in the Multi-State Investigation and in the above-described lawsuits.

Regulatory Update

In May 2014, the Bank received a CID from the CFPB as part of the CFPB Investigation. Two state attorneys general

also provided the Bank identical CIDs and other state attorneys general have become involved in the Multi-State Investigation.
To the extent requested, the Bank has been cooperating fully with the CFPB and the attorneys general conducting the Multi-
State Investigation. Given the timeframe covered by the CIDs, the CFPB Investigation and the Multi-State Investigation, and
the focus on practices and procedures previously conducted by Navient and its servicing subsidiaries prior to the Spin-Off,
Navient is leading the response to these investigations. Consequently, we have no basis from which to estimate either the
duration or ultimate outcome of these investigations.

With regard to the CFPB Investigation, we note that on January 18, 2017, the CFPB filed a complaint in federal court in

Item 4. Mine Safety Disclosures

N/A

PART II.

Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity

Securities

Our common stock is listed and has traded on the NASDAQ Global Select Market (“Nasdaq”) under the symbol SLM

since December 12, 2011. Previously, our common stock was listed and traded on the New York Stock Exchange. As of
January 31, 2021, there were 363,671,446 shares of our common stock outstanding and 264 holders of record.

We paid quarterly cash dividends on our common stock of $0.03 per share for each quarter of 2020 and 2019. For the

year ended December 31, 2018, we did not pay dividends on our common stock. Common stock dividend declarations are
subject to determination by, and the discretion of, our Board of Directors. We may change our common stock dividend policy at
any time.

Issuer Purchases of Equity Securities

The following table provides information relating to our purchase of shares of our common stock in the three months

ended December 31, 2020.

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)

9.23

10.60

11.93

10.43

—

75,000

(In thousands, except per share data)

Period:

October 1 - October 31, 2020 . . . . . . . . . . . . .

November 1 - November 30, 2020 . . . . . . . . .

December 1 - December 31, 2020 . . . . . . . . .

Total fourth-quarter 2020 . . . . . . . . . . . . . . . .

_________

(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. As of February 2020, we had utilized all 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 13, “Stockholders’ Equity” to our consolidated financial statements for further discussion.

The closing price of our common stock on Nasdaq on December 31, 2020 was $12.39.

The 2019 Share Repurchase Program expired on January 22, 2021 and permitted us to repurchase from time to time
shares of our common stock up to an aggregate repurchase price not to exceed $200 million. We utilized all capacity under the
2019 Share Repurchase Program, having repurchased 17 million and 3 million shares of common stock for $167 million and
$33 million in the years ended December 31, 2019 and 2020, respectively.

The 2020 Share Repurchase Program 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.

Under the authority of the 2020 Share Repurchase Program, 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 delivered to us pursuant to the forward agreement was based upon the Rule
10b-18 volume-weighted average price at which the shares of our common stock traded during the regular trading sessions on
the NASDAQ Global Select Market during the term of the ASR. 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. On January 26, 2021, we completed the ASR and
upon final settlement on January 28, 2021, we received an additional 13 million shares. In total, we repurchased 58 million
shares under the ASR at an average price per share of $9.01. For additional information, see Notes to Consolidated Financial
Statements, Note 25, “Subsequent Events.”

On January 27, 2021, we announced the 2021 Share Repurchase Program, which was effective upon announcement and

expires on January 26, 2023, and permits us to repurchase shares of our common stock from time to time up to an aggregate
repurchase price not to exceed $1.25 billion.

On February 2, 2021, we announced the Tender Offer to purchase up to $1 billion in aggregate purchase price of our
outstanding shares of common stock, par value $0.20 per share (the “Securities”) or such lesser aggregate purchase price of
Securities as are properly tendered and not properly withdrawn, at a single per-Security price not greater than $15.00 nor less
than $13.10 per share to the seller in cash, less any applicable withholding taxes and without interest. The Tender Offer may be
amended from time to time, and will expire, upon the terms and conditions described in the relevant Tender Offer materials
filed with the SEC. The results of the Tender Offer will be reflected in the Company’s financial results for the first fiscal quarter
of 2021.

Repurchases under our share repurchase programs may occur from time to time and through a variety of methods,

including tender offers, open market repurchases, repurchases effected through Rule 10b5-1 trading plans, negotiated block
purchases, accelerated share repurchase programs, or other similar transactions. The timing and volume of any repurchases will
be subject to market conditions, and there can be no guarantee that we will repurchase up to the limit of the program or at all.

In addition to any repurchases that we may make under the share repurchase programs, we expect to repurchase common

stock acquired as a result of taxes withheld in connection with award exercises and vesting under our employee stock-based
compensation plans.

Stock Performance

The following graph compares the five-year cumulative total returns of SLM Corporation, the S&P Supercomposite

Consumer Finance Sub-Industry Index, and the S&P 400 Regional Bank Sub-Industry Index.

This graph assumes $100 was invested in the stock or the relevant index on December 31, 2015, and also assumes the

reinvestment of dividends through December 31, 2020.

Five-Year Cumulative Total Stockholder Return

Company/Index

12/31/15

12/31/16

12/31/17

12/31/18

12/31/19

12/31/20

SLM Corporation . . . . . . . . . . . . . . . . . . . . . .

$100.0

$169.0

$173.3

$127.5

$138.4

$195.0

S&P Supercomposite Consumer Finance
Sub-Industry Index . . . . . . . . . . . . . . . . . . . . .

100.0

121.4

145.8

122.2

165.0

S&P 400 Regional Bank Sub-Industry Index

100.0

133.0

139.9

110.0

137.0

166.4

125.2

_________
Source: Bloomberg Total Return Analysis

SLM CorporationS&P Supercomposite Consumer Finance Sub-Industry IndexS&P 400 Regional Bank Sub-Industry Index201520162017201820192020$0$50$100$150$200

Item 6.

Selected Financial Data.

Selected Financial Data 2016-2020
(Dollars in millions, except per share amounts)

The following table sets forth our selected financial and other operating information. The selected financial data in the

table is derived from our consolidated financial statements. The data should be read in conjunction with the consolidated
financial statements, related notes, and Item 7. “Management’s Discussion and Analysis of Financial Condition and Results of
Operations.”

2020

2019

2018

2017

2016

Operating Data:

Net interest income . . . . . . . . . . . . . . . . . . . . . . . . . . .

$ 1,480

$ 1,623

$ 1,413

1,129

1,672

578

1.31

1.30

0.12

2.27

2.25

0.12

45 %

21 %

4.81

2.84

7.23

5.76

1.96

10.56

(52)

1,361

487

1.08

1.07

—

20 %

6.10

2.01

—

11.22

(3)

1,126

289

0.63

0.62

—

14 %

5.93

1.43

—

11.92

891

960

250

0.54

0.53

—

14 %

5.68

1.52

—

13.40

Non-interest income (loss) . . . . . . . . . . . . . . . . . . . . .

Total revenue . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

331

1,811

Net income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

881

Basic earnings per common share attributable to
SLM Corporation . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Diluted earnings per common share attributable to
SLM Corporation . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Dividends per common share attributable to SLM
Corporation common shareholders(1) . . . . . . . . . . . . .
Return on common stockholders’ equity . . . . . . . . . .

Net interest margin . . . . . . . . . . . . . . . . . . . . . . . . . . .

Return on assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Dividend payout ratio . . . . . . . . . . . . . . . . . . . . . . . . .

Average equity/average assets . . . . . . . . . . . . . . . . . .

Balance Sheet Data:

Total education loans held for investment portfolio,
net . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Total Personal Loans held for investment, net . . . . . .

Total Credit Cards held for investment, net . . . . . . . .

Total assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

30,770

32,686

26,638

Total deposits . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

22,666

24,284

18,943

Total borrowings . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Total SLM Corporation stockholders’ equity . . . . . . .

Book value per common share . . . . . . . . . . . . . . . . . .

5,189

2,563

6.16

4,643

3,312

6.91

4,284

2,973

5.90

_________

$ 19,172

$ 23,680

$ 21,143

$ 18,174

$ 15,125

—

984

1,128

—

394

—

21,780

15,505

3,275

2,474

4.80

—

18,533

13,436

2,168

2,347

4.15

(1) Common stock dividend declarations are subject to determination by, and the discretion of, our Board of Directors. We may change our common
stock dividend policy at any time. We did not pay common stock dividends in fiscal years 2018, 2017 and 2016.

Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations

The following discussion and analysis should be read in conjunction with our consolidated financial statements and
related notes included elsewhere in this Annual Report on Form 10-K. This discussion and analysis also contains forward-
looking statements and should be read in conjunction with the disclosures and information contained in “Forward-Looking and
Cautionary Statements” and Item 1A. “Risk Factors” in this Annual Report on Form 10-K.

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 outbreak of 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, then 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, we
offered disaster forbearance to those customers who contacted us and were negatively affected by COVID-19. As the second
quarter of 2020 concluded, the country experienced a significant spike in COVID-19 infections as more people left homes for
work and other activities. During the third quarter of 2020, economic and consumer trends appeared to be slightly improving
and progress was made on vaccine trials and possible treatments to mitigate the spread of the virus. The fourth quarter of 2020
saw a rapid economic recovery from the initial onset of the COVID-19 pandemic. Concurrently, a significant spike in
COVID-19 infections during the fourth quarter, and the continued threat of a surge in virus cases nationally, posed a renewed
threat to the economic recovery. However, at the end of the fourth quarter, the rollout of new vaccines and the ratification of the
Consolidated Appropriations Act, 2021 (the “CAA”), which provides for additional COVID-19 focused relief and extends
certain provisions of the CARES Act (which was signed into law on March 27, 2020 by then President Trump), contributed to a
more positive long-term outlook. In addition, the new Biden administration, which has control of both houses of the U.S.
Congress, has proposed additional economic stimulus in early 2021.

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 enabled 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.
Economists expect the impact of COVID-19 on the U.S. economy to continue to be significant well into 2021. Accordingly, the
information below should be read in conjunction with our COVID-19 pandemic risk factor, see Part I, Item 1A. “Risk Factors -
Pandemic Risk ” in this annual report on Form 10-K. In addition, see the forward-looking and cautionary statements discussion
in this annual report on Form 10-K. 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 Part I, Item 1A. “Risk Factors” and elsewhere in this
annual report on Form 10-K.

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 has led to elevated levels of forbearance, especially during the initial months of the pandemic. We
expect such higher levels of financial hardship to lead to higher levels of delinquencies and defaults in the future, as borrowers
who had received disaster forbearance from us re-enter repayment status. 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 year ended
December 31, 2020, we considered the current economic forecasts as well as how the significant uncertainty may affect future
unemployment rates and the economy in estimating our allowance for credit losses. We could experience significant changes in
our allowance for credit losses 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 ended in the late second quarter and early third quarter of 2020, we have reduced the disaster forbearance to
one-month increments and implemented 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. If the financial
hardship extends beyond 90 days, additional assistance will be available for eligible customers. For example, 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.

We observed a significant increase in the use of disaster forbearance at the onset of the pandemic as businesses closed in
accordance with broadly adopted ‘shelter at home’ policies and unemployment rose. While the pandemic persists, we have seen
a corresponding reduction in the usage of other payment programs and defaults, given the availability of the disaster
forbearance. Additionally, we have seen 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.

In the second quarter of 2020, we had 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.

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 postponed our efforts so that we can be more flexible in dealing with our customers’ financial
hardship. In October 2020, we began to roll out in a methodical approach the implementation of the credit administration
practices changes and related testing. Management now expects to have completed implementation of the planned credit

administration practices changes by year-end 2022. However, we may modify 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 with, in some cases, new
tools and technology to learn and support that work. Our goal has been to support our team members during the present
uncertainty while meeting the needs of our customers and providing business continuity. Early in the crisis, we provided our
team members with information about best practices to prevent the spread of COVID-19 and other viruses or illnesses. 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 developed 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.

To further protect the health and welfare of our people and respond to their individual circumstances, we have provided
additional wellness assistance. 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. 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 enhanced the functionality of our chatbot, IVR, mobile app, and website features to help our customers

manage their accounts.

Initially there was a modest decline in productivity as our team members 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 team members 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 through 2021. However, because of the disruptions in the capital markets that occurred at the onset of the pandemic,
we implemented our Contingency Funding Plan, which entailed 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 insured bank deposits and in securities such as U.S. Treasuries
and government- sponsored debt and mortgage-backed securities. We saw 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. As pandemic-
related capital market disruptions abated, we de-activated the Contingency Funding Plan in October 2020, but remain watchful
for signs of renewed market stress as the pandemic evolves. 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 nine months 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.
In addition, we were able to access the brokered deposit, asset-backed security and unsecured debt markets throughout 2020.
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 change in a significantly more 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. See “Liquidity and Capital Resources” and “Borrowings”
for additional discussion on our capital and funding activities.

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.

Regulatory

We are regulated by the FDIC, the UDFI, and the CFPB. 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. Those efforts
resulted in the donation of more than 900,000 meals and 2 million pounds of food and provided personal protective equipment
for staff and food bank volunteers.

Financial Results

For the year ended December 31, 2020, we considered the current economic forecasts as well as the how the significant

uncertainty surrounding COVID-19 may affect future unemployment rates and the economy in estimating our allowance for
credit losses. While we remain cautious about the near-term economic forecasts, we changed the economic scenarios used in
determining the allowance for credit losses in the fourth quarter of 2020 to a more balanced formula from the scenarios used in
the second and third quarters of 2020, which gave a 50 percent weighting to the downside scenario. Provisions for credit losses
for the year ended December 31, 2020, decreased by $261 million compared with the year-ago period. The allowance in 2019
was determined using an incurred loss model which, for the most part, based its allowance on expected losses over the next 12
months. On January 1, 2020, we adopted CECL, which required a life-of-loan loss allowance, and recorded an increase to the
allowance for on-balance sheet loans and off-balance sheet loan commitments of $1.3 billion with an offsetting entry of
$953 million in retained earnings and a $306 million deferred tax asset. After January 1, 2020, all future changes in the
allowance were recorded through the provisions for credit losses. For the year ended December 31, 2020, we had provisions for
credit losses of $93 million. This was the result of $290 million in additional provisions for credit losses related to new
commitments made in 2020, an additional $129 million due to deteriorating economic conditions during the year as a result of
the COVID-19 pandemic, and $99 million caused by lower recovery rates and various overlays and other adjustments applied
during the year. Offsetting these was a $206 million reduction in the provisions for credit losses as a result of $2.9 billion of
loans transferred to held-for-sale from held for investment in the fourth quarter of 2020, the sale of $3.1 billion of Private
Education Loans in the first quarter of 2020, which resulted in a reduction to our provision for credit losses of $162 million, a
benefit of $121 million from faster prepayment speeds, and the sale of our entire Personal Loan portfolio, which resulted in a
reduction to our provision for credit losses of $43 million. The benefit from faster prepayment speeds reflected actual loan
prepayment speeds being higher than what our models were predicting due to the significant amount of COVID-19 related
government stimulus. As COVID-19 continues to impact the economy, the company could continue to experience significant
changes in its allowance for credit losses in 2021.

Private Education Loans (held for investment) in forbearance as a percentage of held for investment Private Education
Loans in repayment and forbearance was 4.3 percent at December 31, 2020, compared to 4.1 percent at December 31, 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 expired in June and July of 2020, they were no longer considered in forbearance until the borrower
requested, and was granted, an additional forbearance. Many of these borrowers went back into repayment status at the end of
their original three-month disaster forbearance. Other borrowers asked for additional forbearance and we began granting those
in one-month increments. In the third and fourth quarters of 2020, we saw our forbearance rate decline from the high levels we
experienced in the second quarter of 2020. Higher forbearance rates in the year ended December 31, 2020 compared with the
year-ago period are primarily a result of our working with customers affected by COVID-19.

The majority of colleges, universities, and trade schools across the country shifted their fall 2020 semester to a hybrid

model, which includes a mix of online, in-person classes and scaled back residential options. The remaining schools are
executing a fully remote or on campus experience. Colleges and universities have reported their enrollment figures for fall 2020
and have indicated lower results due to an increase in freshmen deferring enrollment. With second semester courses underway,
most campuses are continuing the learning model used in the fall semester. Our application volumes also decreased and our
2020 Private Education Loan origination volume was $5.3 billion, a decline of 5 percent compared to 2019. For some students,
going back to school in the fall was not an option because of the pandemic, or for other reasons. Therefore, some students are
taking a “gap year” before returning to school. In 2020, for those students that had unexpectedly separated from school, we
provided an extension of time through fall 2021 to re-enroll, before beginning their grace period that occurs prior to entering
full principal and interest repayment status. At December 31, 2020, $1.0 billion of Private Education Loans were granted this
extended period of time. See “ — Financial Condition — Summary of Our Loans Held for Investment Portfolio — Ending
Loans Held for Investment Balance, net” for an additional breakout of those loans.

On March 27, 2020, then 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 troubled debt restructurings (“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. Furthermore, on December 27, 2020, the
CAA was signed into law. The CAA provides for additional COVID-19 focused relief and extends certain provisions of the
CARES Act.

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 and CAA 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) January 1, 2022. We are continuing to apply TDR accounting to those loans that were more than 30 days past
due as of December 31, 2019 and were subsequently modified.

On August 26, 2020, the federal banking agencies published a 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.
The final rule is substantially similar to an interim final rule issued on March 27, 2020. Under this 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 credit 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 credit 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 December 31, 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:

(Dollars in thousands)

January 1, 2020

December 31, 2020

Transition Amounts

Adjustments for the
Year Ended

Adjusted Transition
Amounts

Retained earnings . . . . . . . . . . . . . . . . .

952,639

(57,859)

Allowance for credit losses . . . . . . . . . .

Liability for unfunded commitments . .

Deferred tax asset . . . . . . . . . . . . . . . . .

1,143,053

115,758

306,171

(55,811)

(2,048)

—

894,780

1,087,242

113,710

306,171

Overview

The following discussion and analysis presents a review of our business and operations as of and for the year ended

December 31, 2020.

Key Financial Measures

Set forth below are brief summaries of our 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.

Net Interest Income

Most of our earnings are generated from the interest income earned on assets in our education loan portfolios and on
Credit Cards, net of the interest expense we pay on the funding for those loans. We report these earnings as net interest income.
We also often refer to the net interest margin, which is the net interest yield earned on our interest-earning assets less the rate
paid on our related interest-bearing liabilities. The majority of our interest income comes from our Private Education Loan
portfolio. FFELP Loans have a lower net interest yield and carry lower risk than Private Education Loans, as a result of the
federal government guarantee supporting FFELP Loans.

Loan Sales and Secured Financings

We may sell loans to third-parties through whole loan sales, securitizations or other similar transactions. We typically

retain servicing of loans subsequent to their sale and earn revenue for this servicing at prevailing market rates for such services.
Selling loans removes the loan assets from our balance sheet and helps us manage our asset growth, capital and liquidity needs.
Alternatively, we may use loans as collateral in connection with the creation of asset-backed securitizations or secured funding
facilities structured as financings. These types of transactions may provide us long-term financing, but they do not remove loan
assets from our balance sheet, nor do they generate gains on sales of loans, net. Consequently, our operating results may be
significantly affected by whether we choose to sell loans and recognize current gains on sale or continue to hold or finance
loans, thereby retaining some or all the net interest income from those loans. 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. In the third quarter of 2020, we sold our entire Personal Loan portfolio, including
$697 million of principal and $7 million in accrued interest. For additional information, see Notes to Consolidated Financial
Statements, Note 5, “Loans Held for Investment.” In the first quarter of 2021, we sold $3.0 billion of our Private Education
Loans, including $2.8 billion of principal, $185 million in capitalized interest, and $15 million in accrued interest, to
unaffiliated third parties. For additional information, see Notes to Consolidated Financial Statements, Note 6, “Loans Held for
Sale.”

Allowance for Credit Losses

Management estimates and maintains 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. See Item 7. “Management’s Discussion and Analysis
of Financial Condition and Results of Operations — Critical Accounting Policies and Estimates — Allowance for Credit Losses
2020.” Allowances for credit losses are an important indicator of management’s perspective on the future performance of a loan
portfolio. Each quarter, management makes an adjustment to the allowance for credit losses to reflect its most up-to-date
estimate of future losses by recording a charge against quarterly revenues known as provision expense. As they occur, actual
loan charge-offs and recoveries are then charged or credited, respectively, against the allowance for credit losses rather than
against earnings.

The allowance for credit losses and provision expense rise when future charge-offs are expected to increase and fall when

future charge-offs are expected to decline. We bear the full credit exposure on our Private Education Loans and Credit Cards.
Losses on our Private Education Loans are affected by risk characteristics such as loan status (in-school, grace, forbearance,
repayment and delinquency), loan seasoning (number of months in active repayment), underwriting criteria (e.g., credit scores),
presence of a cosigner and the current economic environment. See “CREDIT RISK - Defaults on our loans, particularly Private
Education Loans, could adversely affect our business, financial position, results of operations, and/or cash flows.” in Item 1A.

“Risk Factors” for additional information. Losses typically emerge once a borrower separates from school and enters full
principal and interest repayment after the borrower’s grace period (six months, typically) ends. As a larger proportion of our
Private Education Loan portfolio enters full principal and interest repayment in the coming years, we would expect the amount
of TDRs, and charge-offs, to increase.

Our allowance for credit losses for FFELP Loans and related periodic provision expense are small because we generally
bear a maximum of three percent loss exposure due to the federal guarantee on such loans. We maintain an allowance for credit
losses for our FFELP Loans at a level sufficient to cover lifetime expected credit losses.

We maintain an allowance for Credit Card losses at an amount sufficient to absorb losses estimated to cover lifetime

expected credit losses. 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 credit 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.

Charge-Offs and Delinquencies

Delinquencies are another important indicator of potential future credit performance. When a Private Education Loan
reaches 120 days delinquent, it is charged against the allowance for credit losses. We charge off Credit Cards when they are 180
days delinquent. Charge-off data provides relevant information with respect to the actual performance of a loan portfolio over
time. Management focuses on delinquencies as well as the progression of loans from early to late stage delinquency as a key
metric in estimating the allowance for credit losses and tailoring its future collections strategies. We manage our charged-off
loans through a mix of in-house collectors, third-party collectors and sales to third-parties.

Operating Expenses

The cost of operating our business directly affects our profitability. We strive to manage growth in our business in a

prudent fashion by focusing on investments to improve efficiency throughout the Company. We monitor and report internally
various metrics, including cost to acquire and cost to service our loans (which include both owned and serviced loans), among
others. The cost to acquire is affected by such variables as technology, personnel and marketing costs. Servicing expenses
primarily include compensation and benefit expenses related to our collections, customer support and payment processing
employees, and technology costs and other expenses associated with facilitating and servicing borrowers. Costs to service can
vary period to period based upon seasonality and borrower payment status. The cost to service a delinquent borrower is
significantly higher than the cost to service a current or in-school borrower.

“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.”

For periods prior to July 1, 2018, the amount recorded in “Gains (losses) on derivatives and hedging activities, net”
includes (a) the accrual of the current payment on those interest rate swaps that do not qualify for hedge accounting treatment,

(b) the change in fair values related to future expected cash flows for derivatives that do not qualify for hedge accounting
treatment, and (c) ineffectiveness on derivatives that receive hedge accounting treatment. For purposes of “Core Earnings” in
those periods prior to July 1, 2018, we include in GAAP earnings the current period accrual amounts (interest reclassification)
on the swaps and exclude the remaining ineffectiveness (and change in fair values for those derivatives not qualifying for hedge
accounting treatment). “Core Earnings” in those periods is meant to represent what earnings would have been had these
derivatives qualified for hedge accounting and there was no ineffectiveness.

In the third quarter of 2018, we changed our definition of “Core Earnings” to no longer exclude ineffectiveness related to

derivative instruments that are receiving hedge accounting treatment. Accordingly, the only adjustments required to reconcile
from our “Core Earnings” results to our GAAP results of operations, 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. For periods beginning July 1,
2018, the amount recorded in “Gains (losses) on derivatives and hedging activities, net” includes (a) the accrual of the current
payment on the interest rate swaps that do not qualify for hedge accounting treatment and (b) 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 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 (losses) on derivatives and hedging activities, net” that relates to the

interest reclassification on the derivative contracts.

(Dollars in thousands)

2020

2019

2018

Years Ended December 31,

Hedge ineffectiveness gains prior to adoption of ASU
No. 2017-12(1) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Unrealized gains (losses) on instruments not in a hedging
relationship . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Interest reclassification . . . . . . . . . . . . . . . . . . . . . . . . . . .

— $

2,684

10,164

39,380

19,469

(1,644)

(1,400)

(1,371)

(87)

Gains (losses) on derivatives and hedging activities, net .

49,544 $

17,825 $

______

(1) The hedge ineffectiveness gains of $3 million for the year ended December 31, 2018 related to hedging relationships that

were discontinued in 2018 prior to the adoption of ASU No. 2017-12.

The following table reflects adjustments associated with our derivative activities.

(Dollars in thousands, except per share amounts)

2020

2019

2018

Years Ended December 31,

“Core Earnings” adjustments to GAAP:

GAAP net income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Preferred stock dividends . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

880,690 $
9,734

578,276 $
16,837

GAAP net income attributable to SLM Corporation common stock . .

870,956 $

561,439 $

Adjustments:
Net impact of derivative accounting(1) . . . . . . . . . . . . . . . . . . . . . . . . .
Net tax expense (benefit)(2) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Total “Core Earnings” adjustments to GAAP . . . . . . . . . . . . . . . . . . .

(10,164)

(2,481)

(7,683)

(19,469)

(4,758)

(14,711)

487,476
15,640

471,836

(1,284)

(312)

(972)

“Core Earnings” attributable to SLM Corporation common stock . . .

863,273 $

546,728 $

470,864

GAAP diluted earnings per common share . . . . . . . . . . . . . . . . . . . . .

Derivative adjustments, net of tax . . . . . . . . . . . . . . . . . . . . . . . . . . . .

“Core Earnings” diluted earnings per common share . . . . . . . . . . . . .

2.25 $

(0.02)

2.23 $

1.30 $

(0.03)

1.27 $

1.07

—

1.07

______

(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. For periods prior to July 1, 2018, “Core Earnings” also exclude the periodic unrealized gains and losses that are a result of
ineffectiveness recognized related to effective hedges under GAAP, net of tax. 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:

(Dollars in thousands)

2020

2019

2018

Years Ended December 31,

Provisions for credit losses . . . . . . . . . . . . . . . . . . .

93,133 $

354,249 $

244,864

Total portfolio net charge-offs . . . . . . . . . . . . . . . .

(216,036)

(253,143)

(153,722)

Beginning 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.

Private Education Loan Originations

Private Education Loans are the principal asset on our balance sheet, and the amount of new Private Education Loan

originations we generate each year is a key indicator of the trajectory of our business, including our future earnings and asset
growth.

Funding Sources

Deposits

We utilize brokered, retail and other core deposits to meet funding needs and enhance our liquidity position. These
deposits can be term or liquid deposits. Our term brokered deposits have terms as long as seven years. Interest rates on a portion
of our long-term deposits are swapped into one-month LIBOR. This structure has the effect of transforming the interest rate
characteristics of these deposits to match the index on which the majority of our assets reset, thereby minimizing our exposure
to interest rate risk. Retail deposits are sourced through a direct banking platform and serve as an important source of
diversified funding. Brokered deposits are sourced through a network of brokers and provide a stable source of funding. In
addition, we accept certain deposits considered non-brokered that are held in large accounts structured to allow FDIC insurance
to flow through to underlying individual depositors. We diversify our funding sources with deposits from Educational 529
savings plan and Health Savings plans. These and other large omnibus accounts, aggregating the deposits of many individual
depositors, represented $7.1 billion of our deposit totals as of December 31, 2020.

Loan Securitizations

We have diversified our funding sources by issuing term ABS and by entering into the Secured Borrowing Facility

(which was previously called the asset-backed commercial paper facility, or ABCP Facility). Term ABS financing provides
long-term funding for our Private Education Loan portfolio at attractive interest rates and at terms that effectively match the
average life of the assets. Loans associated with these transactions will remain on our balance sheet if we retain the residual
interest in these trusts. The Secured Borrowing Facility provides an extremely flexible source of funds that can be drawn upon
on short notice to meet funding needs within the Bank. Borrowings under our Secured Borrowing Facility are accounted for as
secured financings.

2020 Strategic Imperatives and Corporate Restructuring

At the beginning of 2020, we were focused on executing our legacy strategy comprised of three main pillars: growing our

primary student loan business, maintaining and enhancing our best-in-class customer experience platform, and continuing our
efforts to diversify into other financial products. Based on these pillars, we set six goals: (1) prudently grow our Private
Education Loan assets and revenues; (2) maintain our strong capital position; (3) continue our credit card initiative to increase
the level of engagement with our existing customers and attract new customers; (4) manage operating expenses to improve the
efficiency of our operations; (5) maintain our strong governance, risk oversight and compliance infrastructure; and (6) leverage
our culture to engage employees, recognize and reward contributions to business results, and develop talent to support our
business strategy and growth.

With the arrival of a new CEO, and based on changing market dynamics, we undertook a comprehensive strategic review.

The strategic review validated much of our previous strategy, but also highlighted several areas for greater focus. As a result,
we introduced the following five strategic imperatives in the third quarter of 2020, which we believe will increase shareholder
value:

• Maximize the profitability and growth of our core business. Our goal is to build upon our position as the leading lender

in the private student loan market to maximize profitability and growth. We will seek to expand our share of the
market through initiatives to increase the volume of applications, approval rate on the applications we receive, and
ultimate funding rate for customers. We will endeavor to accomplish this without diminishing our risk/return appetite
and, in some cases, by enhancing it. We will also seek to improve the efficiency of our marketing and customer
acquisition strategies through the implementation of robust direct to consumer marketing technologies. Finally, we will
endeavor to drive greater efficiency and operating leverage through continued efficiency efforts and leveraging past
investments in systems and platforms.

• Optimize the value of our brand and our attractive client base. Our well-known brand, which is synonymous with
student lending, is a strong asset. Our goal, however, is to improve upon it and make it a beloved brand that will
strengthen our position in the private student loan industry. We will endeavor to do this by improving our current
products and our servicing experience. We will focus on improving our already high customer satisfaction scores by
simplifying our customer touch points. In addition, we plan to improve the presentation of our free products that help
students and families plan and pay for college, such as our cost of college calculators and our scholarship search
engine. A very large number of people who currently visit our website are not our borrowers. We would like to deepen
our relationship with those customers to enhance our brand, improve our core business, and potentially develop new
growth opportunities in the future.

• Better inform the external narrative about student lending. The marketplace presents both real and perceived risk to

private student lending. We will engage with bipartisan policymakers to help them better understand the role of private
lenders and how Sallie Mae provides tools, resources, and responsible financing to help students and families access
and complete college.

• Maintain a rigorous and predictable capital allocation and return program to create shareholder value. Our goal is to

remain very disciplined by generating high returns on equity in our core business and by returning capital to
shareholders when it cannot be deployed in a way that generates high returns and supports our core private student
lending business. We expect to continue to sell loans at premiums attractive to us and use the capital released and gains
generated to repurchase shares of our common stock, if we believe the stock is undervalued by reasonable measures.
Our focus on loan sales to generate capital to return to shareholders is likely to continue throughout the phase-in of the
regulatory capital implications of CECL, after which period of time we intend to generate significant excess capital
organically for shareholders.

• Drive a mission-led culture. We believe, and research affirms, mission-led companies generate superior outcomes for
customers, employees, shareholders, and other key stakeholders. To drive performance, we will continue to align and
advance a culture tied directly to our mission: to power confidence as students begin their unique journey.

To help align us to accomplish these initiatives, during the third quarter of 2020 we restructured our senior management
team and assigned a senior management team member to be responsible for the progress of each of the imperatives described
above. In addition to the senior management changes, during the third quarter of 2020, we initiated a restructuring program to
reduce costs and improve operating efficiencies by better aligning our organizational structure with our new corporate strategic
imperatives. In conjunction with the restructuring plan, involuntary termination benefit arrangements and certain other costs
that are incremental and incurred as a direct result of our restructuring plan are classified as restructuring expenses in the

accompanying consolidated statements of income. Restructuring expenses of $26 million were recorded in the year ended
December 31, 2020. The majority of these restructuring expenses incurred through December 31, 2020 were severance costs
related to the elimination of approximately 165 positions, or approximately 9 percent of the workforce that existed as of
December 31, 2019.

During the third and fourth quarters of 2020, we began making progress on the corporate strategic imperatives. In the

third quarter of 2020, we sold our entire Personal Loan portfolio, including $697 million of principal and $7 million in accrued
interest.

In the fourth quarter of 2020, we issued an unsecured debt offering of $500 million of 4.20 percent Senior Notes due

October 29, 2025 at par. In October 2020, we initiated a cash tender offer to purchase up to 2,000,000 shares of our Series B
preferred stock. On November 30, 2020, we accepted for purchase 1,489,304 shares of the Series B preferred stock at a
purchase price of $45 per share plus an amount equal to accrued and unpaid dividends, for an aggregate purchase price of
approximately $68 million.

Results of Operations

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

GAAP Consolidated Statements of Income

(Dollars in millions, except per share data)

2020

2019

2018

Years Ended December 31,

Increase (Decrease)

2020 vs. 2019

2019 vs. 2018

354
2
40
396
186
210
109

101

(2)

18
83
101

17
—
17
185
94

91
1

1,895
6
34
1,935
522
1,413
245

1,168

(260)
4
(53)
(309)
(166)
(143)
(261)

(12) % $
50
(72)
(13)
(23)
(9)
(74)

118

100

—

178
(39)
576

(6)
100
(2)
55
65

52
(41)

55 % $

(2)

—
(52)
(52)

557
—
557
559
72

487
16

472

1.08

1.07

—

238

—

32
12
282

(36)
26
(10)
410
108

302
(7)

310

0.96

0.95

19 %
33
118
20
36
15
44

—

100
160
194

3
—
3
33
131

19
6

19 %

21 %

73 % $

0.23

73 % $

0.23

—

— % $

0.12

100 %

Interest income:

Loans . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Investments . . . . . . . . . . . . . . . . . . . . . . . .
Cash and cash equivalents . . . . . . . . . . . .
Total interest income . . . . . . . . . . . . . . . . . . .
Total interest expense . . . . . . . . . . . . . . . . . .
Net interest income . . . . . . . . . . . . . . . . . . . .
Less: provisions for credit losses . . . . . . . . .
Net interest income after provisions for
credit losses . . . . . . . . . . . . . . . . . . . . . . . . . .

Non-interest income (loss):

Gains on sales of loans, net . . . . . . . . . . . .

Losses on sales of securities, net . . . . . . . .
Gains on derivatives and hedging
activities, net . . . . . . . . . . . . . . . . . . . . . . .
Other income (loss) . . . . . . . . . . . . . . . . . .
Total non-interest income (loss) . . . . . . . . . .

Non-interest expenses:

Total operating expenses . . . . . . . . . . . . . .
Restructuring expenses . . . . . . . . . . . . . . . .
Total non-interest expenses . . . . . . . . . . . . . .
Income before income tax expense . . . . . . . .
Income tax expense . . . . . . . . . . . . . . . . . . . .

Net income . . . . . . . . . . . . . . . . . . . . . . . . . .
Preferred stock dividends . . . . . . . . . . . . . . .
Net income attributable to SLM Corporation
common stock . . . . . . . . . . . . . . . . . . . . . . . .
Basic earnings per common share
attributable to SLM Corporation . . . . . . .
Diluted earnings per common share
attributable to SLM Corporation . . . . . . .
Declared dividends per common share
attributable to SLM Corporation . . . . . . .

1,989
12
21
2,022
542
1,480
93

1,387

238

—

50
43
331

538
26
564
1,154
273

881
10

871

2.27

2.25

0.12

2,249
8
74
2,331
708
1,623
354

1,269

—

18
31
49

574
—
574
744
165

578
17

561

1.31

1.30

0.12

GAAP Consolidated Earnings Summary

Year Ended December 31, 2020 Compared with Year Ended December 31, 2019

For the year ended December 31, 2020, net income was $881 million, or $2.25 diluted earnings per common share,
compared with net income of $578 million, or $1.30 diluted earnings per common share, for the year ended December 31,
2019. The year-over-year increase was primarily attributable to increases in gains on sales of loans, net, lower provisions for
credit losses, and lower operating expenses, which were offset by a decline in total net interest income.

The primary contributors to each of the identified drivers of change in net income for the current year period compared

with the year-ago period are as follows:

•

Net interest income in 2020 decreased by $143 million compared with the year-ago period primarily due to a 95 basis
point decrease in net interest margin. Net interest margin decreased primarily due to (i) rates on our cash and short-
term investments portfolio decreasing faster than our deposits repriced as interest rates fell as a result of the
COVID-19 pandemic, as well as (ii) the sale of our higher yielding Personal Loan portfolio.

Provisions for credit losses for the year ended December 31, 2020, decreased by $261 million compared with the year-
ago period. The allowance in 2019 was determined using an incurred loss model which, for the most part, based its
allowance on expected losses over the next 12 months. On January 1, 2020, we adopted CECL, which required a life-
of-loan loss allowance, and recorded an increase to the allowance for on balance sheet loans and off-balance sheet loan
commitments of $1.3 billion with an offsetting entry of a $953 million reduction in retained earnings and a $306
million increase in our deferred tax asset. After January 1, 2020, all future changes in the allowance were recorded
through the provisions for credit losses. For the year ended December 31, 2020, our provisions for credit losses were
$93 million. This was primarily the result of $290 million in additional provision for credit losses related to new
commitments made in 2020, an additional $129 million due to deteriorating economic conditions during the year as a
result of the COVID-19 pandemic and $99 million caused by lower recovery rates and various overlays and other
adjustments applied during the year. Offsetting these was a $206 million reduction in the provisions for credit losses as
a result of $2.9 billion of loans transferred to held-for-sale from held for investment in the fourth quarter of 2020, the
sale of $3.1 billion of Private Education Loans in the first quarter of 2020, which resulted in a reduction to our
provision for credit losses of $162 million, a benefit of $121 million from faster prepayment speeds, and the sale of our
entire Personal Loan portfolio, which resulted in a reduction to our provisions for credit losses of $43 million. The
benefit from faster prepayment speeds was to reflect actual loan prepayment speeds being higher than what our models
were predicting due to the significant amount of COVID-19 related government stimulus.

Gains on sales of loans, net, were $238 million in 2020, primarily as a result of the sale of $3.1 billion of Private
Education Loans to unaffiliated third parties in the first quarter of 2020. There were no loan sales in 2019.

Gains on derivatives and hedging activities, net, increased $32 million in 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 caused our receive-fixed/pay-variable interest rate swaps that are not designated as
accounting hedges, but are economic hedges, to increase in value.

Other income increased $12 million in 2020 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 $17 million in third-party servicing
fees, offset by $13 million in lower revenue from our divested Upromise business, and an $8 million gain we recorded
in the year-ago period related to changes in the valuation of certain non-marketable securities. Third-party servicing
fees increased primarily as a result of the sale of $3.1 billion of Private Education loans in the first quarter of 2020
(where we continued to service the loans after they were sold).

For the year ended December 31, 2020, total operating expenses were $538 million, compared with $574 million in the
year-ago period. The decrease in operating expenses was primarily driven by reduced personnel and marketing costs as
a result of the suspension of Personal Loan originations and the subsequent sale of our Personal Loan portfolio, the
sale of our Upromise subsidiary, lower FDIC fees, and lower employee compensation costs as a result of the
restructuring, which were offset by increased costs from growth in the serviced and owned loan portfolio, CEO
transition costs, and costs related to other initiatives.

Restructuring expenses for the year ended December 31, 2020 were $26 million, related to the restructuring plan we
implemented in the third quarter of 2020. These expenses were primarily related to involuntary termination benefit

arrangements, as well as certain other costs, such as legal and consulting fees that were incremental and incurred as a
direct result of our restructuring plan. There were no restructuring expenses recorded in the year-ago period.

•

Income tax expense for the year ended December 31, 2020 was $273 million, compared with $165 million in the year-
ago period. The effective tax rate increased in 2020 to 23.7 percent from 22.2 percent in the year-ago period. The
increase in the effective tax rate was primarily driven by $14 million in tax credits recorded in 2019.

Year Ended December 31, 2019 Compared with Year Ended December 31, 2018

For the year ended December 31, 2019, net income was $578 million, or $1.30 diluted earnings per common share,
compared with net income of $487 million, or $1.07 diluted earnings per common share, for the year ended December 31,
2018. The year-over-year increase was primarily attributable to increases in net interest income and total non-interest income,
which were offset by increases in provisions for credit losses, total non-interest expenses and an increase in income tax
expense.

The primary contributors to each of the identified drivers of change in net income for 2019 compared with 2018 are as

follows:

•

Net interest income in 2019 increased by $210 million compared with 2018 primarily due to a $3.1 billion increase in
average loans outstanding. Net interest margin decreased by 34 basis points primarily as a result of an additional $1.8
billion in average cash and other short-term investments held in 2019 compared with 2018. In 2019, we began
increasing the amount of cash and cash equivalents held to increase overall liquidity levels for risk management
purposes. Yields on deposits placed with the Federal Reserve and government and agency securities are below our cost
of funds, which reduces the weighted average yield on our interest-earning assets and our net interest margin. The
increase in yield on our education loan portfolios in 2019 compared with 2018 was primarily due to the carryover
benefit in early 2019 from the increase in LIBOR rates during 2018, which increased the yield on our variable-rate
Private Education Loan and FFELP portfolios. The increase in our cost of funds in 2019 compared to 2018 was also
due to the increasing rates that occurred in the latter half of 2018. The increased liquidity levels in 2019 reduced the
net interest margin by approximately $11 million compared with 2018.

Provisions for credit losses in 2019 increased $109 million compared with 2018 primarily due to a higher provision for
our TDR portfolio as a result of the impact of declining interest rates, higher delinquencies, and a 14 percent growth in
Private Education Loans in repayment. The allowance for a TDR loan equals the difference between the carrying
amount of the loan and the present value of the expected future cash flows discounted at the effective interest rate of
the loan just prior to the loan’s classification as a TDR. For our variable-rate TDR loans, we locked in the discount rate
at the time of TDR classification and did not adjust that rate as interest rates changed. Therefore, when interest rates
increased, which they did in 2018, we recorded a lower allowance on our variable-rate TDR portfolio because of the
higher future expected cash flows. Conversely, when interest rates declined, as they did during 2019, the present value
of future expected cash flows of the variable-rate TDR portfolio declined and the related allowance increased.

There were no gains on sales of loans, net, in 2019. Gains on sales of loans, net, resulted in a net gain of $2 million in
2018, as we sold the $43 million Split Loan (as hereinafter defined) portfolio in second-quarter 2018. See Item 7.
“Management’s Discussion and Analysis of Financial Condition and Results of Operations — Risk Management —
Arrangements with Navient Corporation — Amended Loan Participation and Purchase Agreement.”

There were no sales of securities in 2019, compared with losses on sales of securities, net, of $2 million in 2018, due to
the sale of $41 million of mortgage-backed securities in second-quarter 2018.

Gains (losses) on derivatives and hedging activities, net, resulted in a net gain of $18 million in 2019 compared with a
net loss of less than $1 million in 2018. The increase was driven by several factors, including an additional $2.6 billion
of notional derivative contracts entered into during 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 and future interest rate expectations during 2019.

Other income in the year ended December 31, 2019 increased $83 million from 2018. In 2019 and 2018, we reduced
other income by $12 million and $94 million, respectively, to reflect the reduction in our tax indemnification
receivable because of the expiration of certain statutes of limitations related to a portion of indemnified uncertain tax
positions. Absent these tax-related items, other income in 2019 increased $1 million compared to 2018. In 2019, we

•

recorded an $8 million gain related to changes in the valuation of certain non-marketable securities, which was offset
by lower revenue in our Upromise business.

For the year ended December 31, 2019, non-interest expenses were $574 million, compared with $557 million in 2018.
Full-year non-interest expenses grew 3 percent year-over-year. The increase in non-interest expenses was driven by the
growth in our Private Education Loan portfolio and increased investments in marketing, slightly offset by a reduction
in initial costs related to our migration to the cloud.

Income tax expense increased to $165 million in 2019 from $72 million in 2018. Our effective income tax rate
increased to 22.2 percent in 2019 from 12.8 percent in 2018. The increase in the effective tax rate was primarily the
result of a $94 million decrease in income tax expense in 2018 due to the previously mentioned expiration of certain
statutes of limitations regarding a portion of indemnified uncertain tax positions. Absent that item, our effective tax
rate for 2018 would have been 25.4 percent. The further decrease in the effective tax rate in 2019 was primarily driven
by $14 million of tax credits recorded in 2019, the majority of which related to prior year tax filings.

Financial Condition

Average Balance Sheets - GAAP

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.

(Dollars in thousands)
Average Assets
Private Education Loans . . . . .
FFELP Loans . . . . . . . . . . . . . .

Years Ended December 31,

2020

2019

2018

Balance

Rate

Balance

Rate

Balance

Rate

$ 22,426,216
757,953

8.42 % $ 22,225,473
814,198
3.76

9.32 % $ 19,282,500
888,301
4.79

9.10 %
4.57

Personal Loans . . . . . . . . . . . . .
Taxable securities . . . . . . . . . . .

582,552
1,547,837

12.43
0.73

1,141,503
324,849

12.09
2.35

900,152
235,700

11.08
2.61

Cash and other short-term
investments . . . . . . . . . . . . . . .
Total interest-earning assets . . .

5,457,234
30,771,792

3,693,245
0.40
6.57 % 28,199,268

1,844,404
2.01
8.27 % 23,151,057

1.88
8.36 %

Non-interest-earning assets . . .

236,536

1,318,290

1,157,628

Total assets . . . . . . . . . . . . . . . .

$ 31,008,328

$ 29,517,558

$ 24,308,685

Average Liabilities and
Equity
Brokered deposits . . . . . . . . . . .
Retail and other deposits . . . . .
Other interest-bearing
liabilities(1) . . . . . . . . . . . . . . . .
Total interest-bearing liabilities

$ 12,777,874
10,772,161

1.84 % $ 11,760,646
9,588,747
1.47

2.66 % $ 9,028,589
8,142,449
2.44

2.43 %
2.08

4,982,771

2.98

4,658,075

3.43

3,948,001

3.37

28,532,806

1.90 % 26,007,468

2.72 % 21,119,039

2.47 %

Non-interest-bearing liabilities
Equity . . . . . . . . . . . . . . . . . . . .
Total liabilities and equity . . . .

234,798
2,240,724
$ 31,008,328

392,173
3,117,917
$ 29,517,558

461,327
2,728,319
$ 24,308,685

Net interest margin . . . . . . . . . .

4.81 %

5.76 %

6.10 %

_________________

(1)

Includes the average balance of our unsecured borrowings, 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 - GAAP

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

(Dollars in thousands)

Increase
(Decrease)

Change Due To(1)

Rate

Volume

2020 vs. 2019
Interest income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Interest expense . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Net interest income . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

$ (309,372) $ (508,217)
(229,719)
(166,050)
$ (143,322) $ (282,344)

$ 198,845
63,669
$ 139,022

2019 vs. 2018
Interest income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Interest expense . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Net interest income . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

$ 395,680
185,429
$ 210,251

$ (21,847)
56,072
$ (83,975)

$ 417,527
129,357
$ 294,226

_____________
(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 Loans Held for Investment Portfolio

Ending Loans Held for Investment Balances, net

(Dollars in thousands)

Total loan portfolio:

In-school(1) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Grace, repayment and other(2)(3) . . . . . . . . . . . . . .
Total, gross . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Private
Education
Loans

December 31, 2020

FFELP
Loans

Credit
Cards

Total Loans
Held for
Investment

$ 3,582,394

—

$ 3,582,475

16,146,943

19,729,337

737,512

737,593

1,993

(4,378)

12,238

16,896,693

20,479,168

230

65,698

(1,501)

(1,361,723)

Deferred origination costs and unamortized
premium/(discount) . . . . . . . . . . . . . . . . . . . . . . . . . .

63,475

Allowance for credit losses . . . . . . . . . . . . . . . . . . . .

(1,355,844)

Total loans held for investment portfolio, net . . . . . .

$ 18,436,968

$ 735,208

10,967

$ 19,183,143

% of total . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

96 %

4 %

— %

100 %

_________

(1)Loans for customers still attending school and who are not yet required to make payments on the loans. At December 31, 2020, the loans in the “in-school” category
include $254 million of Private Education Loans whose borrowers did not return to school in the fall of 2020 because of the pandemic, or other reasons, and who
received an extension of time from us to re-enroll before beginning their grace period and, therefore, currently are not required to make any payments. For further
discussion, see “— Impact of COVID-19 on Sallie Mae — Financial Results.”

(2)At December 31, 2020, the loans in the “grace, repayment and other” category include (a) $147 million of Private Education Loans whose borrowers are in a grace or
deferred status and who did not return to school in the fall of 2020, who received an extension of time from us to re-enroll before beginning their grace period and,
therefore, currently are not required to make any payments, and (b) $639 million of Private Education Loans whose borrowers are in a forbearance or repayment status
and who did not return to school in the fall of 2020 and who received an extension of time from us to re-enroll before beginning their grace period. For further
discussion, see “— Impact of COVID-19 on Sallie Mae — Financial Results.”

(3)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.

(Dollars in thousands)

Total loan portfolio:

December 31, 2019

Private
Education
Loans

FFELP
Loans

Personal
Loans

Credit
Cards

Total Loans
Held for
Investment

In-school(1) . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Grace, repayment and other(2) . . . . . . . . . . . . . .
Total, gross . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

$ 4,288,239

—

$ 4,288,320

18,901,352

23,189,591

783,225

1,049,007

783,306

1,049,007

3,884

20,737,468

25,025,788

Deferred origination costs and unamortized
premium/(discount) . . . . . . . . . . . . . . . . . . . . . . . . .

81,224

Allowance for credit losses . . . . . . . . . . . . . . . . . . .

(374,300)

2,143

(1,633)

513

(65,877)

(102)

83,916

(441,912)

Total loans held for investment portfolio, net . . . . .

$ 22,896,515

$ 783,816

$ 983,643

3,818

$ 24,667,792

% of total . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

93 %

3 %

4 %

— %

100 %

(Dollars in thousands)

Total loan portfolio:

December 31, 2018

Private
Education
Loans

FFELP
Loans

Personal
Loans

Total Loans
Held for
Investment

In-school(1) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Grace, repayment and other(2) . . . . . . . . . . . . . . . . . .
Total, gross . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

$ 4,037,125

163

—

$ 4,037,288

16,467,340

20,504,465

846,324

1,190,091

18,503,755

846,487

1,190,091

22,541,043

Deferred origination costs and unamortized premium/
(discount) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

68,321

Allowance for credit losses . . . . . . . . . . . . . . . . . . . . . .

(277,943)

2,379

(977)

297

70,997

(62,201)

(341,121)

Total loans held for investment portfolio, net . . . . . . . .

$ 20,294,843

$ 847,889

$ 1,128,187

$ 22,270,919

% of total . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

91 %

4 %

5 %

100 %

_________

(1)

(2)

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

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.

(Dollars in thousands)

Total loan portfolio:

13,691,930

17,432,167

Deferred origination costs and unamortized premium/
(discount) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

56,378

Allowance for credit losses . . . . . . . . . . . . . . . . . . . . . .

(243,715)

December 31, 2017

Private
Education
Loans

FFELP
Loans

Personal
Loans

Total Loans
Held for
Investment

$ 3,740,237

257

—

$ 3,740,494

927,403

927,660

2,631

(1,132)

400,280

15,019,613

400,280

18,760,107

—

59,009

(6,628)

(251,475)

Total loans held for investment portfolio, net . . . . . . . .

$ 17,244,830

$ 929,159

393,652

$ 18,567,641

% of total . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

93 %

5 %

2 %

100 %

(Dollars in thousands)

Total loan portfolio:

Private
Education
Loans

December 31, 2016

FFELP
Loans

Personal
Loans

Total Loans
Held for
Investment

In-school(1) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Grace, repayment and other(2) . . . . . . . . . . . . . . . . .
Total, gross . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

$ 3,371,870

377

—

$ 3,372,247

10,879,805

1,010,531

12,893

11,903,229

14,251,675

1,010,908

12,893

15,275,476

Deferred origination costs and unamortized premium/
(discount) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

44,206

Allowance for credit losses . . . . . . . . . . . . . . . . . . . . . .

(182,472)

2,941

(2,171)

—

(58)

47,147

(184,701)

Total loans held for investment portfolio, net . . . . . . . .

$ 14,113,409

$ 1,011,678

12,835

$ 15,137,922

% of total . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

93 %

7 %

— %

100 %

_________

(1)

(2)

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

Average Loans Held for Investment Balances (net of unamortized premium/discount)

Years Ended December 31,

(Dollars in thousands)

2020

2019

2018

Private Education Loans . . .

$ 22,426,216

94 % $ 22,225,473

92 % $ 19,282,500

92 %

FFELP Loans . . . . . . . . . . .

Personal Loans . . . . . . . . . .

757,953

582,552

814,198

1,141,503

888,301

900,152

Total portfolio . . . . . . . . . .

$ 23,766,721

100 % $ 24,181,174

100 % $ 21,070,953

100 %

Loans Held for Investment, Net Activity

Year Ended December 31, 2020

Private
Education
Loans(1)
$ 22,896,515
(1,060,830)
21,835,685

FFELP
Loans
783,816 $
(2,852)
780,964

Personal
Loans
983,643 $
(79,183)
904,460

Credit
Cards

Total Loans Held
for Investment,
net(1)

3,818 $ 24,667,792
(1,143,053)
(188)
23,524,739
3,630

2,903,258

2,439,029

5,342,287

—

35,955

2,903,299

2,474,984

5,378,283

616,115
(2,925,478)

(1,332,802)
79,285
(2,885,640)
(2,292,484)
$ 18,436,968

27,558
—

(21,243)
107
—
(52,178)
735,208 $

(253)
(588,285)

—
36,526
—
(352,489)

— $

(819)
—

642,601
(3,513,763)

(1,354,045)
—
114,707
(1,211)
(2,885,640)
—
(26,588)
(2,723,739)
10,967 $ 19,183,143

(Dollars in thousands)
Beginning balance . . . . . . . . . . . . . . . . .
Day 1 CECL adjustment to allowance .
Balance at January 1, 2020 . . . . . . . . . . .
Acquisitions and originations:

Fixed-rate . . . . . . . . . . . . . . . . . . . . . . .

Variable-rate . . . . . . . . . . . . . . . . . . . .

Total acquisitions and originations . . . . .

Capitalized interest and deferred
origination cost premium amortization . .
Sales . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Loan consolidations to third-parties(1) . .
Allowance . . . . . . . . . . . . . . . . . . . . . . . .
Transfer to loans held-for-sale . . . . . . . .
Repayments and other(1) . . . . . . . . . . . . .
Ending balance . . . . . . . . . . . . . . . . . . . .

_________

(1)

In our Form 10-Qs for the first three fiscal quarters of 2020: (i) the “loan consolidations to third-parties” line item incorrectly included consolidation
activity for loans we serviced but did not own, and (ii) the “repayments and other” line item did not correctly reflect the total of all scheduled
repayments and voluntary prepayments made on loans in repayment that we owned and held for investment. The “ending balance” line item, which
includes the effects of those two line items, was reflected correctly in the Form 10-Qs. The “loan consolidations to third-parties” line item was
overstated in the Form 10-Qs for the first, second, and third fiscal quarters by $13 million, $45 million, and $39 million, respectively. The
“repayments and other” line item was understated in the Form 10-Qs for the first, second, and third fiscal quarters by $13 million, $45 million, and
$39 million, respectively. In order to correctly reflect the activity that occurred throughout 2020 regarding those line items for loans we owned and
held for investment, in this Form 10-K for the year ended December 31, 2020, the “loan consolidations to third-parties” line item reflects a reduction
of $97 million to the line item amount to reflect the aggregate overstatement for the first three fiscal quarters, and the “repayments and other” line item
reflects an increase of $97 million to the line item amount to reflect the aggregate understatement for the first three fiscal quarters. The “loan
consolidations to third-parties” for Private Education Loans for the fourth quarter of 2020 were $345 million, and totaled $1.3 billion for the year
ended December 31, 2020. The “repayments and other” for Private Education Loans for the fourth quarter of 2020 were $576 million and totaled $2.3
billion for the year ended December 31, 2020.

(Dollars in thousands)
Beginning balance . . . . . . . . . . . . . . . . .
Acquisitions and originations:

Year Ended December 31, 2019

Private
Education
Loans
$ 20,294,843

FFELP
Loans
847,889 $ 1,128,187 $

Personal
Loans

Credit
Cards

Total Loans
Held for
Investment, net
— $ 22,270,919

Fixed-rate . . . . . . . . . . . . . . . . . . . . . . .

3,784,860

Variable-rate . . . . . . . . . . . . . . . . . . . .

1,866,914

Total acquisitions and originations . . . . .

5,651,774

—

480,398

—

4,265,258

—

5,933

1,872,847

480,398

5,933

6,138,105

Capitalized interest and deferred
origination cost premium amortization . .
Sales . . . . . . . . . . . . . . . . . . . . . . . . . . . .

722,153
—

28,258
—

(323)
—

—
—

750,088
—

Loan consolidations to third-parties . . . .
Allowance . . . . . . . . . . . . . . . . . . . . . . . .
Repayments and other . . . . . . . . . . . . . .
Ending balance . . . . . . . . . . . . . . . . . . . .

(1,512,279)
(96,357)
(2,163,619)
$ 22,896,515

(27,461)
(656)
(64,214)
783,816 $

—
(3,676)
(620,943)
983,643 $

(1,539,740)
—
(100,791)
(102)
(2,013)
(2,850,789)
3,818 $ 24,667,792

(Dollars in thousands)
Beginning balance . . . . . . . . . . . . . . . . .
Acquisitions and originations:

Year Ended December 31, 2018

Private
Education
Loans
$ 17,244,830

FFELP
Loans
929,159 $

Total Loans
Personal
Held for
Loans
Investment, net
393,652 $ 18,567,641

Fixed-rate . . . . . . . . . . . . . . . . . . . . . . .

3,082,544

Variable-rate . . . . . . . . . . . . . . . . . . . .

2,252,948

Total acquisitions and originations . . . . .

5,335,492

—

1,157,875

4,240,419

—

2,252,948

1,157,875

6,493,367

Capitalized interest and deferred
origination cost premium amortization . .
Sales . . . . . . . . . . . . . . . . . . . . . . . . . . . .

597,997
(43,988)

31,093
—

(71)
—

629,019
(43,988)

(991,044)
(34,228)
(1,814,216)
$ 20,294,843

(1,021,120)
—
(30,076)
(89,646)
(55,573)
155
(82,442)
(2,264,354)
(367,696)
847,889 $ 1,128,187 $ 22,270,919

“Loan consolidations to third-parties” and “Repayments and other” are both significantly affected by the volume of loans
in our held for investment portfolio in full principal and interest repayment status. Loans in full principal and interest repayment
status in our Private Education Loans held for investment portfolio at December 31, 2020 decreased by 15 percent compared
with December 31, 2019, and now total 49 percent of our Private Education Loans held for investment portfolio at
December 31, 2020. The balance of loans held for investment in full principal and interest repayment status was affected in
2020 by loan sales and the transfer of loans from held for investment to held-for-sale.

“Loan consolidations to third-parties” for the year ended December 31, 2020 total 14.7 percent of our Private Education
Loans held for investment portfolio in full principal and interest repayment status at December 31, 2020, or 7.2 percent of our
total Private Education Loans held for investment portfolio at December 31, 2020, compared with the year-ago period of
14.2 percent of our Private Education Loan held for investment portfolio in full principal and interest repayment status, or
6.6 percent of our total Private Education Loans held for investment portfolio, respectively. One driver of the increase in the
rate of consolidations in 2020 was the result of our transferring $2.9 billion in loans to held-for-sale. Absent this transfer, the
rate of consolidation activity (as a percent of our total Private Education Loan held for investment portfolio in full principal and
interest repayment status) would have been 12.9 percent for the year ended December 31, 2020. The other contributor to the
increase in consolidations is attributable to consolidators having ready access to funding for much of 2020 in spite of the

COVID-19 pandemic impact on the economy. 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.

Historically, voluntary prepayments and loan consolidations decrease when unemployment increases as borrowers and

lenders look to conserve liquidity. While we saw a decrease in voluntary prepayments in the second quarter of 2020 (as
compared to the first quarter of 2020) 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 and has increased to closer to pre-pandemic
levels in 2020 (as compared to the year-ago period).

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.

(Dollars in thousands)
Smart Option - interest only(1) . . . . . .
Smart Option - fixed pay(1) . . . . . . . . .
Smart Option - deferred(1) . . . . . . . . . .
Smart Option - principal and interest .
Graduate Loan . . . . . . . . . . . . . . . . . .
Parent Loan . . . . . . . . . . . . . . . . . . . . .

Total Private Education Loan
originations . . . . . . . . . . . . . . . . . . . . .

Years Ended December 31,

2020
$ 1,222,148
1,498,578
1,912,978
9,559
579,451
98,023

2019

%
23 % $ 1,234,246
1,560,496
28
2,082,147
36
—
9,806
622,181
11
115,910
2

2018

%
22 % $ 1,164,229
1,410,124
28
2,017,927
37
8,450
—
609,742
11
104,771
2

%
22 %
27
38
—
11
2

$ 5,320,737

100 % $ 5,624,786

100 % $ 5,315,243

100 %

Percentage of loans with a cosigner . .
Average FICO at approval(2) . . . . . . . .

86.0 %

749

86.6 %

746

87.2 %

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” for further discussion.

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

Allowance for Credit Losses

Allowance for Credit Losses Activity

Years Ended December 31,

2020

2019

(Dollars in thousands)

Private
Education
Loans

FFELP
Loans

Personal
Loans

Credit
Cards

Total
Portfolio

Private
Education
Loans

FFELP
Loans

Personal
Loans

Credit
Cards

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 . . . .

Balance at January 1,
2020 . . . . . . . . . . . . . . .

Transfer from unfunded
commitment liability(1) .

Less:

1,060,830

2,852

79,183

188

1,143,053

—

1,435,130

4,485

145,060

290

1,584,965

277,943

977

62,201

—

341,121

320,808

—

320,808

—

Charge-offs . . . . . . . .

(205,326)

(519)

(39,079)

(119)

(245,043)

(208,978)

(822)

(74,313)

(1)

(284,114)

Loan sales . . . . . . . . .

—

(108,534)

—

(108,534)

—

Plus:

Recoveries . . . . . . . . .

24,021

—

4,984

29,007

25,765

—

5,206

—

30,971

Provisions for credit
losses:

Provision, current
period . . . . . . . . . . .

Loan sale reduction
to provision . . . . . .

Loans transferred to
held-for-sale . . . . . .

Total provisions for
credit losses(2) . . . . . .

148,673

412

40,485

1,328

190,898

279,570

1,478

72,783

103

353,934

(161,793)

—

(42,916)

(205,669)

—

(204,709)

(205,669)

—

(218,789)

412

(2,431)

1,328

(219,480)

279,570

1,478

72,783

103

353,934

Ending balance . . . . . . .

$ 1,355,844 $ 4,378 $ — $ 1,501 $ 1,361,723

$ 374,300 $ 1,633 $ 65,877 $ 102 $ 441,912

Troubled debt
restructurings(3) . . . .

__________

$ 1,274,590 $ — $ — $ — $ 1,274,590

$ 1,581,966 $ — $ — $ — $ 1,581,966

(1) See Note 8, “Unfunded Loan Commitments,” in this Form 10-K for a summary of the activity in the allowance for and balance of unfunded loan commitments, respectively.

(2) For the year ended December 31, 2020, below is a reconciliation of the provision for credit losses reported in the consolidated statements of income. 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 credit losses.

Consolidated Statements of Income
Provisions for Credit Losses Reconciliation

(Dollars in thousands)

Year Ended
December 31, 2020

Private Education Loan provisions for credit losses:

Provisions for loan losses . . . . . . . . . . . . . . . . . . . . . . .

Provisions for unfunded loan commitments . . . . . . . . .

Total Private Education Loan provisions for credit losses

Other impacts to the provisions for credit losses:

Personal Loans . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

FFELP Loans . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Credit Cards . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Total . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Provisions for credit losses reported in consolidated
statements of income . . . . . . . . . . . . . . . . . . . . . . . . . . . .

(218,789)

312,613

93,824

(2,431)

412

1,328

(691)

93,133

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

2018

Years Ended December 31,

2017

2016

Private
Education
Loans

FFELP
Loans

Personal
Loans

Total
Portfolio

Private
Education
Loans

FFELP
Loans

Personal
Loans

Total
Portfolio

Private
Education
Loans

FFELP
Loans

Personal
Loans

Total
Portfolio

$ 243,715 $ 1,132 $ 6,628 $ 251,475

$ 182,472 $ 2,171 $

58 $ 184,701

$ 108,816 $ 3,691 $ — $ 112,507

(154,701)

(1,135)

(19,690)

(175,526)

(130,063)

(954)

(579)

(131,596)

(90,203)

(1,348)

(1,216)

—

(1,216)

(4,871)

—

(4,871)

(6,034)

—

(91,551)

(6,034)

(Dollars in
thousands)

Beginning
balance . . . . . .

Less:

Charge-offs
Loan sales(1)

Plus:

Recoveries .

20,858

—

946

21,804

17,635

—

17,646

10,382

—

10,382

Provisions
for loan
losses . . . . .

Ending
balance . . . . . .

Troubled debt
restructurings(2)

_________

169,287

980

74,317

244,584

178,542

(85)

7,138

185,595

159,511

(172)

159,397

$ 277,943 $ 977 $ 62,201 $ 341,121

$ 243,715 $ 1,132 $ 6,628 $ 251,475

$ 182,472 $ 2,171 $

58 $ 184,701

$ 1,257,856

$ —

—

$ 1,257,856

$ 990,351

$ —

—

$ 990,351

$ 612,606

$ —

—

$ 612,606

(1)

(2)

Represents fair value adjustments on loans sold.

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

Private Education Loan Allowance for Credit Losses

In establishing the allowance for Private Education Loan losses as of December 31, 2020, we considered several factors

with respect to our Private Education Loan held for investment portfolio, in particular, credit quality and delinquency,
forbearance and charge-off trends.

Private Education Loans held for investment in full principal and interest repayment status were 49 percent of our total

Private Education Loans held for investment portfolio at December 31, 2020, compared with 46 percent at December 31, 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 Credit Losses” and Note 5, “Loans Held for
Investment — Certain Collection Tools - Private Education Loans” in this Form 10-K.

The table below presents our Private Education Loans held for investment portfolio delinquency trends. 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.

(Dollars in thousands)
Loans in-school/grace/deferment(1)(2) . . . . . . . . . . . . . .
Loans in forbearance(1)(3) . . . . . . . . . . . . . . . . . . . . . . . .
Loans in repayment and percentage of each status(1):

Private Education Loans Held for Investment

2020

Balance
$ 4,779,040
645,476

December 31,

2019

Balance
$ 5,687,405
714,516

2018

Balance
$ 5,260,445
577,164

Loans current . . . . . . . . . . . . . . . . . . . . . . . . . . .
Loans delinquent 31-60 days(4) . . . . . . . . . . . . . .
Loans delinquent 61-90 days(4) . . . . . . . . . . . . . .
Loans delinquent greater than 90 days(4) . . . . . .
Total Private Education Loans in repayment . . .
Total Private Education Loans, gross . . . . . . . . . . . . . .

13,898,948
205,528
119,643
80,702
14,304,821
19,729,337

97.2 % 16,315,651
288,051
1.4
121,302
0.8
62,666
0.6
100.0 % 16,787,670
23,189,591

97.2 % 14,289,705
231,216
1.7
95,105
0.7
50,830
0.4
100.0 % 14,666,856
20,504,465

97.4 %
1.6
0.7
0.3
100.0 %

Private Education Loans deferred origination costs and
unamortized premium/(discount) . . . . . . . . . . . . . . . . .
Total Private Education Loans . . . . . . . . . . . . . . . . . . .
Private Education Loans allowance for losses . . . . . . .
Private Education Loans, net . . . . . . . . . . . . . . . . . . . . .

63,475
19,792,812
(1,355,844)
$ 18,436,968

81,224
23,270,815
(374,300)
$ 22,896,515

68,321
20,572,786
(277,943)
$ 20,294,843

Percentage of Private Education Loans in repayment . .

72.5 %

72.4 %

71.5 %

Delinquencies as a percentage of Private Education
Loans in repayment . . . . . . . . . . . . . . . . . . . . . . . . . . . .

2.8 %

Loans in forbearance as a percentage of Private
Education Loans in repayment and forbearance . . . . . .

4.3 %

4.1 %

_________

2.6 %

3.8 %

(1)

(2)

(3)

(4)

At December 31, 2020, the loans in the “in-school/grace/deferment” category above include $401 million of Private Education Loans whose
borrowers did not return to school in the fall of 2020 because of the pandemic, or for other reasons, and who received an extension of time
from us to re-enroll before beginning their grace period. At December 31, 2020, the loans in the “in forbearance” category above include
$30 million of Private Education Loans whose borrowers did not return to school in the fall of 2020 and who received an extension of time
from us to re-enroll before beginning their grace period. At December 31, 2020, the loans in the “in repayment” category above include
$609 million of Private Education Loans whose borrowers did not return to school in the fall of 2020 and who received an extension of time
from us to re-enroll before beginning their grace period. For further discussion, see “— Impact of COVID-19 on Sallie Mae — Financial
Results.”

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).

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.

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 (held for investment) in repayment remained unchanged at

2.8 percent at December 31, 2020 compared with December 31, 2019, and the forbearance rate increased to 4.3 percent at
December 31, 2020 from 4.1 percent at December 31, 2019. While delinquency rates remained static, there were significantly
higher unemployment rates in 2020, as a result of the COVID-19 pandemic, when compared with 2019. Typically, higher
unemployment rates, as we saw in 2020, would cause delinquency rates to increase significantly; however, several factors
contributed to lower than expected delinquencies, including the suspension of payments on federal loans which reduced the
payment burden by our borrowers, as well as the disaster forbearance program we invoked to assist our customers. The first

wave of disaster forbearance was granted primarily in 90-day increments. When these disaster forbearances expired in June and
July 2020, the loans were no longer considered in forbearance until the borrowers requested, and were granted, an additional
forbearance. Many of these borrowers went back into repayment status at the end of their original three-month disaster
forbearance. Other borrowers asked for additional forbearance and we began granting those in one-month increments. In the
third and fourth quarters of 2020, we saw our forbearance rate decline from the high levels we experienced in the second of
quarter 2020, as borrowers exited their original three-month disaster forbearance. As our borrowers exit forbearance and enter
repayment status, we expect to see an increase in delinquency rates in future periods due to higher unemployment rates. Higher
forbearance rates in 2020 compared with the year-ago period are primarily a result of our working with customers affected by
COVID-19. 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.”

The following table summarizes changes in the allowance for Private Education Loan (held for investment) losses.

(Dollars in thousands)
Beginning balance . . . . . . . . . . . . . . . . . . . . . . . . . . .
Day 1 adjustment for adoption of CECL . . . . . . . .
Balance at January 1, 2020 . . . . . . . . . . . . . . . . . . . .
Transfer from unfunded commitment liability(1) . . . .
Provision for credit losses:

Provision, current period . . . . . . . . . . . . . . . . . . . .
Loan sale reduction to provision . . . . . . . . . . . . . .
Loans transferred to held for sale . . . . . . . . . . . . . .
Total provision . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Net charge-offs:

2020
374,300
$
1,060,830
1,435,130
320,808

Years Ended December 31,
2018
243,715
—
243,715
—

2019
277,943
—
277,943
—

148,673
(161,793)
(205,669)
(218,789)

279,570
—
—
279,570

169,287
—
—
169,287

2017
182,472
—
182,472
—

178,542
—
—
178,542

Charge-offs . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Recoveries . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Net charge-offs . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Loan sales(2) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Ending Balance . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

(205,326)
24,021
(181,305)
—
$ 1,355,844

(208,978)
25,765
(183,213)
—
374,300

(154,701)
20,858
(133,843)
(1,216)
277,943

(130,063)
17,635
(112,428)
(4,871)
243,715

2016
108,816
—
108,816
—

159,511
—
—
159,511

(90,203)
10,382
(79,821)
(6,034)
182,472

Allowance as a percentage of the ending total loan
balance . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Allowance as a percentage of the ending loans in
repayment(3) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Allowance coverage of net charge-offs . . . . . . . . . . .

Net charge-offs as a percentage of average loans in
repayment(3) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Delinquencies as a percentage of ending loans in
repayment(3) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Loans in forbearance as a percentage of ending
loans in repayment and forbearance(3) . . . . . . . . . . . .
Ending total loans, gross . . . . . . . . . . . . . . . . . . . . . .
Average loans in repayment(3) . . . . . . . . . . . . . . . . . .
Ending loans in repayment(3) . . . . . . . . . . . . . . . . . . .

_______

6.87 %

1.61 %

1.36 %

1.40 %

1.28 %

9.48 %
7.48

2.23 %
2.04

1.90 %
2.08

2.00 %
2.17

1.88 %
2.29

1.17 %

1.01 %

1.03 %

0.96 %

2.84 %

2.81 %

2.57 %

2.42 %

2.06 %

4.32 %

4.08 %

3.79 %

3.70 %

3.50 %

$ 19,729,337
$ 15,518,851
$ 14,304,821

$ 23,189,591
$ 15,605,927
$ 16,787,670

$ 20,504,465
$ 13,303,801
$ 14,666,856

$ 17,432,167
$ 10,881,058
$ 12,206,033

$ 14,251,675
$ 8,283,036
$ 9,709,758

(1)

See Note 8, “Unfunded Loan Commitments,” in this Form 10-K for a summary of the activity in the allowance for and balance of unfunded loan commitments,
respectively.

(2) Represents fair value adjustments on loans sold.

(3)

As part of concluding on the adequacy of the allowance for credit 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

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).

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 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.

year” before returning to school. In 2020, for those students that had unexpectedly separated from school, we provided an
extension of time through fall 2021 to re-enroll, before beginning their grace period that occurs prior to entering full principal
and interest repayment status. At December 31, 2020, $1.0 billion of Private Education Loans were granted this extended period
of time.

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 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 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 forbearances ended, we reduced the disaster forbearance to
one-month increments and implemented additional discussions between our servicing agents and borrowers to encourage
borrowers/cosigners to enter repayment. If the financial hardship extends beyond 90 days, additional assistance will be
available for eligible customers. For example, 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.

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
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
postponed our efforts so that we can be more flexible in dealing with our customers’ financial hardship. In October 2020, we
began to roll out in a methodical approach the implementation of the credit administration practices changes and related testing.
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

remain current during the interest rate modification period as well as when the loan returns to its original contractual interest
rate. At December 31, 2020 and December 31, 2019, 7.8 percent and 7.2 percent, respectively, of our Private Education Loans
held for investment 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.

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 held for investment 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 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 credit 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 credit losses.

The tables below show the composition and status of the Private Education Loan portfolio held for investment aged by

number of months in active repayment status (months for which a scheduled monthly payment was 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 December 31, 2020, loans
in forbearance status as a percentage of total Private Education Loans in repayment and forbearance were 3.0 percent for
Private Education Loans (held for investment) that have been in active repayment status for fewer than 25 months.
Approximately 69 percent of our Private Education Loans (held for investment) in forbearance status have been in active
repayment status less than 25 months.

(Dollars in millions)
December 31, 2020
Loans in-school/grace/deferment . . . .
Loans in forbearance . . . . . . . . . . . . .
Loans in repayment - current . . . . . . .

Loans in repayment - delinquent
31-60 days . . . . . . . . . . . . . . . . . . . . .

Loans in repayment - delinquent
61-90 days . . . . . . . . . . . . . . . . . . . . .
Loans in repayment - delinquent
greater than 90 days . . . . . . . . . . . . . .
Total . . . . . . . . . . . . . . . . . . . . . . . . . .

Deferred origination costs and
unamortized premium/(discount) . . . .
Allowance for credit losses . . . . . . . .
Total Private Education Loans, net . .

Loans in forbearance as a percentage
of total Private Education Loans in
repayment and forbearance . . . . . . . .

(Dollars in millions)
December 31, 2019
Loans in-school/grace/deferment . . . .
Loans in forbearance . . . . . . . . . . . . .
Loans in repayment - current . . . . . . .

Loans in repayment - delinquent
31-60 days . . . . . . . . . . . . . . . . . . . . .

Deferred origination costs and
unamortized premium/(discount) . . . .
Allowance for credit losses . . . . . . . .
Total Private Education Loans, net . .

Loans in forbearance as a percentage
of total Private Education Loans in
repayment and forbearance . . . . . . . .

Private Education Loans Held for Investment
Monthly Scheduled Payments Due

0 to 12
$ —
353
3,987

13 to 24
$ —
91
3,181

25 to 36
$ —
71
2,215

37 to 48
$ —
54
1,624

More than
48
$ —
76
2,892

Not Yet in
Repayment
4,779
$
—
—

Total
$ 4,779
645
13,899

—

205

120

33
$ 4,498

15
$ 3,347

12
$ 2,345

8
$ 1,720

13
$ 3,040

—
4,779

81
19,729

64
(1,356)
$ 18,437

2.36 %

0.61 %

0.48 %

0.36 %

0.51 %

— %

4.32 %

Private Education Loans Held for Investment
Monthly Scheduled Payments Due

0 to 12
$ —
402
4,769

13 to 24
$ —
97
3,817

25 to 36
$ —
79
2,752

37 to 48
$ —
65
2,093

More than
48
$ —
72
2,885

Not Yet in
Repayment
5,687
$
—
—

Total
$ 5,687
715
16,316

108

—

288

121

25
$ 5,352

13
$ 4,004

9
$ 2,903

7
$ 2,214

9
$ 3,030

—
5,687

63
23,190

81
(374)
$ 22,897

2.30 %

0.55 %

0.45 %

0.37 %

0.41 %

— %

4.08 %

(Dollars in millions)
December 31, 2018
Loans in-school/grace/deferment . . . .
Loans in forbearance . . . . . . . . . . . . .
Loans in repayment - current . . . . . . .

Loans in repayment - delinquent
31-60 days . . . . . . . . . . . . . . . . . . . . .

Deferred origination costs and
unamortized premium/(discount) . . . .
Allowance for credit losses . . . . . . . .
Total Private Education Loans, net . .

Loans in forbearance as a percentage
of total Private Education Loans in
repayment and forbearance . . . . . . . .

Private Education Loans Held for Investment
Monthly Scheduled Payments Due

0 to 12
$ —
338
4,477

13 to 24
$ —
75
3,333

25 to 36
$ —
66
2,615

37 to 48
$ —
52
1,897

More than
48
$ —
46
1,968

Not Yet in
Repayment
5,260
$
—
—

Total
$ 5,260
577
14,290

—

231

21
$ 4,969

11
$ 3,481

8
$ 2,742

5
$ 1,991

6
$ 2,061

—
5,260

51
20,504

69
(278)
$ 20,295

2.22 %

0.49 %

0.44 %

0.34 %

0.30 %

— %

3.79 %

Private Education Loans Held for Investment Types

The following table provides information regarding the loans in repayment balance and total loan balance by Private

Education Loan held for investment product type for the years ended December 31, 2020 and 2019.

(Dollars in thousands
$ in repayment(1) . . . . . . .
$ in total . . . . . . . . . . . . .

Signature and
Other

Parent Loan

Smart Option

Career
Training

Graduate
Loan

Total

215,439 $

285,323 $ 13,130,229 $

12,250 $ 661,580 $ 14,304,821

330,979 $

289,572 $ 18,067,491 $

12,797 $ 1,028,498 $ 19,729,337

December 31, 2020

December 31, 2019

Signature and
Other

Parent Loan

Smart Option

Career
Training

Graduate
Loan

Total

205,203 $

248,662 $ 15,928,942 $

12,394 $ 392,469 $ 16,787,670

341,919 $

251,104 $ 21,951,654 $

12,895 $ 632,019 $ 23,189,591

(Dollars in thousands
$ in repayment(1) . . . . . . .
$ in total . . . . . . . . . . . . .

_______

(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

The following table provides information regarding accrued interest receivable on our Private Education Loans held for
investment. 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. 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 that loan in that month. The accrued interest on these loans will be
capitalized against the balance of the loans when the borrower exits the grace period upon separation from school. The
allowance for uncollectible interest exceeds the amount of accrued interest on our 90 days past due portfolio for all periods
presented.

(Dollars in thousands)
December 31, 2020 . . . . . . . . . . .
December 31, 2019 . . . . . . . . . . .
December 31, 2018 . . . . . . . . . . .
December 31, 2017 . . . . . . . . . . .
December 31, 2016 . . . . . . . . . . .

Private Education Loans
Accrued Interest Receivable

Total Interest
Receivable

Greater Than
90 Days
Past Due

Allowance for
Uncollectible
Interest

$ 1,168,895 $
$ 1,366,158 $
$ 1,168,823 $
951,138 $
$
739,847 $
$

4,354 $
2,390 $
1,920 $
1,372 $
845 $

4,467
5,309
6,322
4,664
2,898

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 and other loans and our
ability to meet any outflows of our Bank deposits. To achieve these objectives, we analyze and monitor our liquidity needs,
maintain excess liquidity and access to diverse funding sources, such as deposits at the Bank, issuance of secured debt primarily
through asset-backed securitizations, and other financing facilities, and loan sales. It is our policy to manage operations so
liquidity needs are fully satisfied through normal operations to avoid unplanned loan sales under all but the most dire
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 asset and liability 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
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 marketable investments held as part of our ongoing efforts to enhance our ability to
maintain a strong risk management position. By early 2020 we held a significant liquidity buffer of cash and securities, which
we expect to maintain through 2021. 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)
Sources of primary liquidity:
Unrestricted cash and liquid investments:

2020

December 31,
2019

2018

Holding Company and other non-bank subsidiaries . . .
Sallie Mae Bank(1) . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Available-for-sale investments . . . . . . . . . . . . . . . . . . . .
Total unrestricted cash and liquid investments . . . . . . . . .

1,117 $

29,620
4,454,175
5,534,257
487,669
1,927,726
6,383,018 $ 6,051,546

$
25,990
2,533,116
176,245
$ 2,735,351

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

Average Balances

(Dollars in thousands)
Sources of primary liquidity:
Unrestricted cash and liquid investments:

Years Ended December 31,

2020

2019

2018

Holding Company and other non-bank subsidiaries . . .
Sallie Mae Bank(1) . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Available-for-sale investments . . . . . . . . . . . . . . . . . . .
Total unrestricted cash and liquid investments . . . . . . . .

20,307 $

38,705
$
3,455,216
5,202,302
323,930
1,495,155
$ 6,717,764 $ 3,817,851

22,570
1,677,922
201,937
$ 1,902,429

____

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

Deposits

The following table summarizes total deposits.

(Dollars in thousands)
Deposits - interest bearing . . . . . . . . . . . . . . . . . . .
Deposits - non-interest bearing . . . . . . . . . . . . . . . .
Total deposits . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

2020
22,664,899 $
1,140
22,666,039 $

2019
24,282,906
1,077
24,283,983

December 31,

Our total deposits of $22.7 billion were comprised of $11.9 billion in brokered deposits and $10.8 billion in retail and

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

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 $19 million,
$18 million, and $13 million in the years ended December 31, 2020, 2019 and 2018, respectively. Fees paid to third-party
brokers related to brokered CDs were $5 million, $28 million, and $26 million during the years ended December 31, 2020, 2019
and 2018, respectively.

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

December 31, 2020

December 31, 2019

(Dollars in thousands)

Amount

Year-End
Weighted
Average Stated
Rate(1)

Amount

Year-End
Weighted
Average Stated
Rate(1)

Money market . . . . . . . . . . . . . . . . . . . . . .

$ 10,159,657

0.83 % $

9,616,547

2.04 %

Savings . . . . . . . . . . . . . . . . . . . . . . . . . . .

907,976

Certificates of deposit . . . . . . . . . . . . . . . .

11,597,266

0.55

1.34

718,616

13,947,743

1.71

2.44

Deposits - interest bearing . . . . . . . . . . .

$ 22,664,899

$ 24,282,906

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

As of December 31, 2020 and 2019, there were $571 million and $963 million, respectively, of deposits exceeding FDIC

insurance limits. Accrued interest on deposits was $50 million and $68 million at December 31, 2020 and 2019, respectively.

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 comprised 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 December 31, 2020, $8.2 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 95.3 percent and 4.7 percent,
respectively, of our total notional derivative contracts of $8.6 billion at December 31, 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 December 31, 2020 was $(179) million and $19 million for the CME and LCH, respectively. Changes in fair
value for derivatives not designated as hedging instruments are 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
December 31, 2020 and 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 $43 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 December 31, 2020.

(Dollars in thousands)

Total exposure, net of collateral . . . . . . . . . . . . . . . . . . . . . . . .

Exposure to counterparties with credit ratings, net of
collateral . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

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 . . . . . . . . . . . . . . . . . . . . . . . . .

SLM Corporation
and Sallie Mae Bank
Contracts

43,317

— %

Regulatory Capital

The Bank is subject to various regulatory capital requirements administered by federal and state banking authorities.

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

(Dollars in thousands)
As of December 31, 2020:

Common Equity Tier 1 Capital (to Risk-Weighted Assets) . .

Tier 1 Capital (to Risk-Weighted Assets) . . . . . . . . . . . . . . . .

Total Capital (to Risk-Weighted Assets) . . . . . . . . . . . . . . . . .

Tier 1 Capital (to Average Assets) . . . . . . . . . . . . . . . . . . . . . .

As of December 31, 2019:

Common Equity Tier 1 Capital (to Risk-Weighted Assets) . .

Tier 1 Capital (to Risk-Weighted Assets) . . . . . . . . . . . . . . . .

Total Capital (to Risk-Weighted Assets) . . . . . . . . . . . . . . . . .

Tier 1 Capital (to Average Assets) . . . . . . . . . . . . . . . . . . . . . .

Actual

U.S. Basel III
Minimum Requirements
Plus Buffer(1)(2)

Amount

Ratio

Amount

Ratio

3,579,005

14.0 %

$ 1,794,780 >

3,579,005

14.0 %

$ 2,179,375 >

3,849,820

15.0 %

$ 2,692,169 >

3,579,005

11.3 %

$ 1,264,424 >

3,264,309

12.2 %

$ 1,876,050 >

3,264,309

12.2 %

$ 2,278,060 >

3,600,668

13.4 %

$ 2,814,074 >

3,264,309

10.2 %

$ 1,282,642 >

7.0 %

8.5 %

10.5 %

4.0 %

7.0 %

8.5 %

10.5 %

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.

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 credit 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 2021. As of December 31, 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, the Bank is subject to Common Equity Tier 1 capital
conservation buffer of greater than 2.5 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.

As of December 31, 2020, the Bank had a Common Equity Tier 1 risk-based capital ratio and a Tier 1 risk-based capital
ratio of 14.0 percent, a Total risk-based capital ratio of 15.0 percent and a Tier 1 leverage ratio of 11.3 percent, which exceed
the capital levels required under U.S. Basel III and the “well capitalized” standard.

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
$579 million and $254 million in dividends for the years ended December 31, 2020 and 2019, respectively, with the proceeds
primarily used to fund the 2020 and 2019 Share Repurchase Programs, respectively, and stock dividends. The Bank paid no
dividends on its common stock for the year ended December 31, 2018. See Part I, Item 1. “Business — Supervision and
Regulation — Regulation of Sallie Mae Bank — Dividends and Share Repurchase Programs,” regarding the expectation 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 the
share repurchase programs. See also Part I, Item 1A. “Risk Factors — General Risks” for possible limitations on the payments
of our dividends.

Borrowings

Outstanding borrowings consist of unsecured debt and secured borrowings issued through our term ABS program and our

Secured Borrowing Facility (which was previously called the asset-backed commercial paper facility or ABCP Facility). The
issuing entities for those secured borrowings are variable interest entities and are consolidated for accounting purposes. The
following table summarizes our secured borrowings at December 31, 2020 and 2019. For additional information, see Notes to
Consolidated Financial Statements, Note 11, “Borrowings.”

(Dollars in thousands)

Unsecured borrowings:

December 31, 2020

December 31, 2019

Short-Term

Long-Term

Total

Short-Term

Long-Term

Total

Unsecured debt (fixed-rate) . . . . . . . .

— $

692,879

— $

198,159 $

198,159

Total unsecured borrowings . . . . . . . .

—

692,879

—

198,159

Secured borrowings:

Private Education Loan term
securitizations:

Fixed-rate . . . . . . . . . . . . . . . . . . . .

Variable-rate . . . . . . . . . . . . . . . . . .

Total Private Education Loan term
securitizations . . . . . . . . . . . . . . . . . . .

Secured Borrowing Facility . . . . . . . .

Total secured borrowings . . . . . . . . . .

—

3,261,233

1,235,105

3,261,233

1,235,105

4,496,338

—

4,496,338

—

289,230

2,629,902

1,525,976

2,629,902

1,525,976

4,155,878

—

289,230

4,155,878

4,445,108

Total . . . . . . . . . . . . . . . . . . . . . . . . .

— $ 5,189,217

$ 5,189,217

289,230 $ 4,354,037 $

4,643,267

Short-term borrowings

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 outstanding advances. The amended Secured Borrowing Facility extended
the revolving period, during which we may borrow, repay and reborrow funds, until February 17, 2021. On February 17, 2021,
we further amended and extended the maturity of our Secured Borrowing Facility such that the revolving period now extends
until February 16, 2022. The scheduled amortization period, during which amounts outstanding under the Secured Borrowing
Facility must be repaid, now ends on February 16, 2023 (or earlier, if certain material adverse events occur). At December 31,
2020, there were no secured borrowings outstanding under the Secured Borrowing Facility and at December 31, 2019, $289
million secured borrowings were outstanding under the Secured Borrowing Facility. For additional information, see Notes to
Consolidated Financial Statements, Note 11, “Borrowings” and Note 25, “Subsequent Events.”

Short-term borrowings have a remaining term to maturity of one year or less. The Secured Borrowing Facility’s

contractual maturity is two years from the date of inception or renewal (one-year revolving period plus a one-year amortization
period); however, we classify advances under our Secured Borrowing Facility as short-term borrowings because it is our
intention to repay those advances within one year.

Long-term borrowings

Unsecured Debt

On April 5, 2017, we issued at par an unsecured debt offering of $200 million of 5.125 percent Senior Notes due April 5,

2022. At December 31, 2020, the outstanding balance was $199 million.

On October 29, 2020, we issued at par an unsecured debt offering of $500 million of 4.20 percent Senior Notes due

October 29, 2025. At December 31, 2020, the outstanding balance was $494 million.

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 December 31, 2020, $605 million of our Private Education Loans, including $567 million
of principal and $38 million in capitalized interest, were encumbered because of this transaction.

On August 12, 2020, we executed our $707 million SMB Private Education Loan Trust 2020-B term ABS transaction,

which was accounted for as a secured financing. We sold $707 million of notes to third parties and retained a 100 percent
interest in the residual certificates issued in the securitization, raising approximately $705 million of gross proceeds. The Class
A and Class B notes had a weighted average life of 4.14 years and priced at a weighted average LIBOR equivalent cost of 1-
month LIBOR plus 1.30 percent. At December 31, 2020, $748 million of our Private Education Loans, including $701 million
of principal and $47 million in capitalized interest, were encumbered because of this transaction.

2019 Transactions

On March 13, 2019, we executed our $453 million SMB Private Education Loan Trust 2019-A term ABS transaction,

which was accounted for as a secured financing. We sold $453 million of notes to third parties and retained a 100 percent
interest in the residual certificates issued in the securitization, raising approximately $451 million of gross proceeds. The Class
A and Class B notes had a weighted average life of 4.26 years and priced at a weighted average LIBOR equivalent cost of 1-
month LIBOR plus 0.92 percent. At December 31, 2020, $377 million of our Private Education Loans, including $355 million
of principal and $22 million in capitalized interest, were encumbered because of this transaction.

On June 12, 2019, we executed our $657 million SMB Private Education Loan Trust 2019-B term ABS transaction,
which was accounted for as a secured financing. We sold $657 million of notes to third parties and retained a 100 percent
interest in the residual certificates issued in the securitization, raising approximately $655 million of gross proceeds. The Class
A and Class B notes had a weighted average life of 4.41 years and priced at a weighted average LIBOR equivalent cost of 1-
month LIBOR plus 1.01 percent. At December 31, 2020, $578 million of our Private Education Loans, including $542 million
of principal and $36 million in capitalized interest, were encumbered because of this transaction.

Pre-2019 Transactions

Prior to 2019, we executed a total of $5.8 billion in ABS transactions that were accounted for as secured financings. At

December 31, 2020, $3.7 billion of our Private Education Loans, including $3.5 billion of principal and $159 million in
capitalized interest, were encumbered as a result of these transactions.

Other Borrowing Sources

We maintain discretionary uncommitted Federal Funds lines of credit with various correspondent banks, which totaled

$125 million at December 31, 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 years ended December 31,
2020 and 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 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 December 31, 2020 and December 31, 2019, the value of our pledged collateral at the FRB
was $3.8 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 years ended December 31, 2020 and 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). At December 31, 2020, we had $1.7 billion of outstanding contractual loan commitments which we expect to fund
during the remainder of the 2020/2021 academic year. At December 31, 2020, we had a $110 million reserve recorded in
“Other Liabilities” to cover expected losses that may occur during the one-year loss emergence period on these unfunded
commitments.

Contractual Cash Obligations

The following table provides a summary of our contractual principal obligations associated with long-term Bank deposits,

secured borrowings, unsecured debt, loan commitments and lease obligations at December 31, 2020.

1 Year
or Less

1 to 3
Years

3 to 5
Years

Over 5
Years

Total

(Dollars in thousands)
Long-term bank deposits(1) . . . . . . . . . .
Secured borrowings(2) . . . . . . . . . . . . . .

Unsecured debt . . . . . . . . . . . . . . . . . . .
Loan commitments(1) . . . . . . . . . . . . . .

8,456,768

$ 6,311,200

$ 1,446,149

51,797

$ 16,265,914

612,195

1,770,041

1,659,191

634,186

4,675,613

—

200,000

500,000

1,673,007

—

700,000

1,673,018

Lease obligations . . . . . . . . . . . . . . . . .

6,101

13,158

13,308

24,720

57,287

Total contractual cash obligations . . . .

$ 10,748,071

$ 8,294,410

$ 3,618,648

710,703

$ 23,371,832

____
(1) Interest obligations are either variable or fixed in nature.
(2) Amounts reflect the contractual requirements of the Private Education Loan term securitizations, based on the expected paydown of

the underlying collateral.

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. Notes to Consolidated Financial Statements, Note 2,
“Significant Accounting Policies” includes a summary of the significant accounting policies and methods used in the
preparation of our consolidated financial statements. The preparation of these financial statements requires management to
make estimates and assumptions that affect the reported amounts of assets and liabilities and the reported amounts of income
and expenses during the reporting periods. Actual results may differ from these estimates under varying assumptions or
conditions. On a quarterly basis, management evaluates its estimates, particularly those that include the most difficult,
subjective or complex judgments and are often about matters that are inherently uncertain. The most significant judgments,
estimates and assumptions relate to the following critical accounting policies that are discussed in more detail below. 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 credit losses
policy, and is outlined below.

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.

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.

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

As reported
under CECL

Pre-CECL
Adoption

Impact of
CECL
Adoption

(Dollars in thousands)
Assets:

Allowance for credit losses:

Private Education Loans . . . . .

1,435,130

374,300

$ 1,060,830

FFELP Loans . . . . . . . . . . . . . .

Personal Loans . . . . . . . . . . . . .

Credit Cards . . . . . . . . . . . . . . .

4,485

145,060

290

Total . . . . . . . . . . . . . . . . . . . . .

1,584,965

Deferred tax asset . . . . . . . . . . . .

415,540

1,633

65,877

102

2,852

79,183

188

441,912

$ 1,143,053

109,369

$ 306,171

Liabilities:

Allowance for credit 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 2020

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 portfolio loan segments, 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 credit 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 economic factors forecasted over a reasonable and supportable
forecast period. The reasonable and supportable forecast period is meant to represent the period in which we believe we can
estimate the impact of forecasted economic factors in our expected losses. At the end of the reasonable and supportable forecast
period, we immediately revert our forecast of expected losses to our historical averages. We use a two-year reasonable and
supportable forecast period, although this period is subject to change as our view evolves on our ability to reasonably forecast
economic conditions to estimate future losses.

In estimating our current expected credit losses, we use a combination of expected economic scenarios coupled with our

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.

We use historical experience and economic forecasts to estimate future prepayment speeds. As with our loss forecasts, at
the end of the two-year reasonable and supportable forecast for prepayments, we immediately revert to our historical long-term
prepayment rates.

In addition to the above modeling approach, we also take certain other qualitative factors into consideration when
calculating the allowance for credit 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 credit 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 credit losses, the timing of when losses are recognized, and the related provision for credit losses on our
consolidated statements of income.

When calculating our allowance for credit losses and liability for unfunded commitments, we incorporate several inputs
that are subject to change period to period. These include, but are not limited to, CECL model inputs and any overlays deemed
necessary by management. The most impactful CECL model inputs include:

• Economic forecasts;

• Weighting of economic forecasts;

• Prepayment speeds;

• New loan volume, including commitments made but not yet disbursed; and

• Loan sales.

Management overlays can encompass a broad array of factors not captured by model inputs, such as changes in servicing

policies.

Below we describe in further detail our policies and procedures for the allowance for credit losses as they relate to our

Private Education Loan, Credit Card, and FFELP Loan portfolios. During the third quarter of 2020, we sold our entire Personal
Loan portfolio.

Allowance for Private Education Loan Losses

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.

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 credit 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 credit losses on
a quarterly basis.

We collect on defaulted loans through a mix of in-house collectors, third-party collectors and sales to third-parties. For
December 31, 2020 and 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.

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 December 31, 2020 and 2019, 24 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 credit losses.

As part of concluding on the adequacy of the allowance for credit 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 if the borrower has not made a required payment prior to the 31st

day after such payment was contractually due.

Troubled Debt Restructurings

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.

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

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 December 31, 2020 and 2019,
approximately 47 percent and 50 percent, respectively, of TDRs were classified as such due to their forbearance status. For
additional information, see Notes to Consolidated Financial Statements, Note 7, “Allowance for Credit Losses.”

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

and world economies.

On March 27, 2020, then 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 and CAA 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) January 1, 2022. We are continuing to apply TDR accounting to those loans that were more than 30 days
past due as of December 31, 2019 and were subsequently modified.

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 credit 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 credit 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.

Allowance for Credit Card Loans

We use the gross loss approach when estimating the allowance for credit losses for our Credit Card portfolio. Because our

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 credit losses for FFELP Loans and related periodic
provision expense are relatively small.

We use the gross loss approach when estimating the allowance for credit losses for the unguaranteed portion of our
FFELP Loans. We maintain an allowance for credit 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 credit losses and
determine if qualitative adjustments need to be considered.

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 fees 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 of deferred direct
origination and acquisition costs.

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 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 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 in interest only repayment status as discussed above;
however, we have changed 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 credit 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 income.

Allowance for Credit Losses 2019

Prior to the adoption of CECL on January 1, 2020, we maintained an allowance for credit losses at an amount sufficient

to absorb probable losses incurred in our portfolios as well as regarding future loan commitments, at the reporting date based on
a projection of estimated probable credit losses incurred in the portfolio. For a detailed description of this approach, see Notes
to Consolidated Financial Statements, Note 2, “Significant Accounting Policies—Allowance for Credit Losses 2019” for
significant judgments related to the determination of the allowance for credit losses in 2019.

Derivative Accounting

The most significant judgments related to derivative accounting are: (1) concluding the derivative is an effective hedge
and qualifies for hedge accounting, and (2) determining the fair value of certain derivatives and hedged items. To qualify for
hedge accounting, a derivative must be a highly effective hedge upon designation and on an ongoing basis. There are no “bright
line” tests on what is considered a highly effective hedge. We use a historical regression analysis to prove ongoing and
prospective hedge effectiveness. See Notes to Consolidated Financial Statements, Note 2, “Significant Accounting Policies —
Fair Value Measurement” for significant judgments related to the valuation of derivatives. Although some of our valuations
require more judgment than others, we compare the fair values of our derivatives that we calculate to those fair values provided
by our counterparties on a monthly basis. We view this as a critical control which helps validate these judgments. Any
significant differences with our counterparties are identified and resolved appropriately.

On July 1, 2018, we adopted FASB’s ASU No. 2017-12, “Derivatives and Hedging: Targeted Improvements to
Accounting for Hedging Activities,” which (1) improved the financial reporting of hedging relationships to better portray the
economic results of an entity’s risk management activities in its financial statements, and (2) made certain targeted
improvements to simplify the application of the hedge accounting guidance. One of the key changes was that the standard
eliminated the separate measurement and reporting of hedge ineffectiveness. In accordance with the standard, certain provisions
were required to be applied on a modified retrospective basis, which requires a cumulative effect adjustment to accumulated
other comprehensive income with a corresponding adjustment to retained earnings as of the beginning of the fiscal year of
adoption, or January 1, 2018 in our case.

The accounting for derivative instruments requires that every derivative instrument, including certain derivative
instruments embedded in other contracts, be recorded on the balance sheet as either an asset or liability measured at fair value.
Our derivative instruments are classified and accounted for by us as fair value hedges, cash flow hedges, or trading hedges.

Fair Value Hedges

We generally use fair value hedges to offset the exposure to changes in fair value of a recognized fixed-rate liability. We
enter into interest rate swaps to economically convert fixed-rate liabilities into variable-rate liabilities. For fair value hedges, we
generally consider all components of the derivative’s gain and/or loss when assessing hedge effectiveness and generally hedge
changes in fair values due to interest rates. For fair value hedges, the entire change in the fair value of the hedging instrument
included in the assessment of hedge effectiveness is recorded in the same line item in the consolidated statements of income

that is used to present the earnings effect of the hedged component of the hedged item. The timing of recognition of the change
in fair value of a hedging instrument included in the assessment of hedge effectiveness is the same as prior to the adoption of
ASU No. 2017-12.

Cash Flow Hedges

We use cash flow hedges to hedge the exposure to variability in cash flows of floating-rate liabilities. This strategy is
used primarily to minimize the exposure to volatility in cash flows from future changes in interest rates. In assessing hedge
effectiveness, generally all components of each derivative’s gains or losses are included in the assessment. We hedge exposure
to changes in cash flows due to changes in interest rates or total changes in cash flow. For cash flow hedges, the entire change
in the fair value of the hedging instrument included in the assessment of hedge effectiveness is recorded in other comprehensive
income (loss). Those amounts are subsequently reclassified to earnings, in the same line item in the consolidated statements of
income as impacted by the hedged item, when the hedged item affects earnings.

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 twelve months, we estimate that
$19 million will be reclassified as an increase to interest expense.

Trading Activities

When derivative instruments do not qualify for hedge accounting treatment, they are accounted for at fair value with all

changes in fair value recorded through earnings. All of our derivative instruments entered into with maturities of less than three
years are economically hedging risk, but do not receive hedge accounting treatment. Trading derivatives also include any
hedges that originally received hedge accounting treatment, but lost hedge accounting treatment due to failed effectiveness
testing, as well as the activity of certain derivatives prior to those derivatives receiving hedge accounting treatment.

Cumulative effect of applying ASU No. 2017-12

As a result of the cumulative effect of applying the hedging standard to our fair value hedges on July 1, 2018, we

recorded a $2 million basis increase to our hedged deposit balances with a corresponding increase to retained earnings of
approximately $0.8 million, net of taxes and a $3 million loss to “gains (losses) on derivatives and hedging activities, net” in
our consolidated statements of income to adjust the life-to-date ineffectiveness. To reflect the adoption of the hedging standard
on our cash flow hedging relationships at July 1, 2018, we recorded a $0.2 million, net of taxes decrease to retained earnings
and a corresponding $0.3 million increase to accumulated other comprehensive income.

ASU No. 2020-04

On March 12, 2020, FASB issued Accounting Standards Update ASU No. 2020-04, “Reference Rate Reform (“Topic
848”): Facilitation of the Effects of Reference Rate Reform on Financial Reporting.” On January 7, 2021, the FASB issued
Accounting Standards Update ASU No. 2021-01, “Reference Rate Reform (“Topic 848”): Scope” that clarified the scope of
Topic 848. Topic 848 contains temporary optional expedients and exceptions for applying GAAP to contract modifications,
hedging relationships, and other transactions affected by reference rate reform.

Our derivative portfolio is made up of interest rate swaps that are centrally cleared through either the CME or the LCH.
On October 16, 2020, both the CME and the LCH changed the price alignment interest and discount rate applied when valuing
these transactions to SOFR. The ISDA 2020 IBOR Fallbacks Protocol (the “ISDA Fallback Protocol”) was made available for
adherence on October 23, 2020, with an effective date of January 25, 2021. Once adhered to by both counterparties in a
bilateral relationship and the effective date is reached, the ISDA Fallback Protocol represents a change to the contractual terms
of derivatives governed by each respective ISDA agreement between the Company and a derivative counterparty. We have
elected the option provided in Topic 848 to not reassess previous accounting determinations as well as the option to not
dedesignate a hedging relationship due to a current or future change in a critical or contractual term related to reference rate
reform, including changes in the discount rate.

As our liabilities may begin to use alternatives to LIBOR before LIBOR is no longer published, for cash flow hedges of
forecasted LIBOR based payments, we have elected the expedient offered in Topic 848 to disregard the potential change in the
designated hedged interest rate risk that may occur because of reference rate reform when we assesses whether the hedged
forecasted transactions are probable, in accordance with the requirements of “Derivatives and Hedging” Topic 815. We have

also elected the expedient provided by Topic 848 to assume the reference rate will not be replaced for the remainder of the
hedging relationship when assessing hedge effectiveness.

Topic 848 allows for different elections to be made at different points in time. We intend to reassess our elections of

optional expedients and exceptions included within Topic 848 when changes or additions are necessary.

Risk Management

Our Approach

Risk is inherent in our business activities and the specialized lending industry we serve. The ability of management to

anticipate, identify and remediate risk in a timely manner is critical to our continued success. Our enterprise risk management
(“ERM”) framework is designed to identify, remediate, control and report these risks and escalate as appropriate to the Board of
Directors or its designee.

Risk Oversight

Our Board of Directors oversees our overall strategic direction, including our risk management capability and

effectiveness. The Board of Directors has oversight of key policies as well as the risk management framework developed and
administered by the management team. We have a robust process to escalate to the Board meaningful departures from our risk
appetite statements. The Board of Directors oversees the continued development of the ERM program.

The Governance Framework

Our overall objective is to ensure all significant risks inherent in our business can be identified, remediated where
appropriate, controlled and reported. To this end, we have adopted the “three lines of defense” approach to governance.
Specifically, the business units form the “first line of defense” and are the “owners” of risks inherent in their business activities.
As the risk owner, the first line of defense is accountable for the day-to-day execution of risk and control policy and procedures
(including activities performed by third-party contractors). Our Independent Risk Function constitutes the “second line of
defense” and conducts oversight and effective challenge of the risk and control activities within the first line of defense. Rather
than focusing on execution, the second line of defense is accountable for the related policy and standards executed upon by the
first line of defense. Finally, the Internal Audit function comprises the “third line of defense.” The Internal Audit function
provides opinions to the Board of Directors on the effectiveness of the first and second lines of defense, as reflected in audit
reports.

Enterprise Risk Management Policy and Framework

The ERM policy and risk appetite framework are designed to establish a stable risk and control environment across the

enterprise. The policy, which is approved by the Board of Directors, outlines the framework used to ensure that risk and control
issues across the enterprise are identified, remediated, controlled and reported. The ERM policy, the risk appetite framework
and the related policies and procedures constitute the core of the Independent Risk governance program.

The risk appetite statements are at the core of the governance framework. The risk appetite statements establish the level

of risk we are willing to accept within each risk category, described below, in pursuit of our business objectives. Compliance
with our risk appetite is monitored using a set of key risk indicators, with thresholds and limits, for each risk type. The
Enterprise Risk Committee (the “ERC”) provides oversight of the risk appetite framework with escalation to the Board of
Directors, as appropriate. Our Board of Directors approves the risk appetite framework annually and requires that management
provide ongoing updates on adherence to the risk appetites.

Board of Directors Committee Structure

We have a robust Board of Directors committee structure that facilitates oversight, effective challenge and escalation of

risk and control issues.

Risk Committee. The Risk Committee was established to assist the Board of Directors in fulfilling its risk management
oversight responsibilities. Annually, the Risk Committee recommends the ERM policy and the risk appetite framework to the
Board of Directors for approval. The Risk Committee receives periodic updates on compliance with the framework from the
Chief Risk Officer (the “CRO”).

Audit Committee. The Audit Committee is responsible for oversight of the Internal Audit function. Additionally, the

Audit Committee oversees the quality and integrity of our financial reporting process and financial statements; the
qualifications, hiring, performance and independence of our independent registered accounting firm; and our system of internal
financial controls.

Nominations, Governance and Compensation Committee. The Nominations, Governance and Compensation Committee,

among other things: (1) periodically reviews management’s succession planning; (2) confirms our compensation practices
properly balance risk and reward and do not promote excessive risk-taking; (3) implements good governance policies for us and
our Board of Directors; (4) approves all compensation and benefits for our Chief Executive Officer, Executive Vice Presidents,
and independent members of our Board of Directors; (5) approves our equity-based compensation plans and management’s
administration of employee benefit plans; (6) reviews related party transactions; (7) conducts assessments of the performance of
our Board of Directors and its committees; and (8) recommends nominees for election to our Board of Directors.

Preferred Stock Committee. The Preferred Stock Committee monitors and evaluates proposed actions that may impact

the rights of holders of our preferred stock.

Compliance Committee. The purpose of the Compliance Committee of the Board of Directors of the Bank is to assist the

Board of Directors in: (1) overseeing the continuing maintenance and enhancement of a strong and sustainable compliance
culture; (2) providing oversight of the compliance management system; (3) approving sound policies and objectives and
effectively supervising all compliance - related activities; (4) ensuring that the Bank has a qualified Chief Compliance Officer
with sufficient authority, independence and resources to administer an effective compliance management system; (5) ensuring
our compliance with the Code of Business Conduct; and (6) exercising and performing all other duties and responsibilities
delegated to the Committee.

Management-Level Committee Structure

Executive Committee (“EC”). The EC is authorized by the Board of Directors to assist the Chief Executive Officer

(“CEO”) in the general supervision of the business of the Bank. Specifically, the EC will (1) provide to the CEO advice and
counsel, subject matter expertise, and recommendations as requested, and (2) through its subcommittees, facilitate the
evaluation and decision-making on routine cross-functional matters, and assist management in the fulfillment of management’s
duties related to specific risks. The EC has established the following sub-committees to assist in fulfilling its duties.

Enterprise Risk Committee. The ERC provides independent oversight and effective challenge to risk and control

activities across the enterprise. Additionally, the ERC informs the Risk and Compliance Committees of the Board of
Directors, including escalation of instances of non-compliance with the framework.

Credit Committee. The Credit Committee is responsible for credit and counterparty risk, product pricing, and

credit and collections operations.

Operational Risk Committee (“ORC”). The ORC is the oversight body for risk related to inadequate or failed

internal processes, people and systems or from external events. It also reviews information technology risk and
regulatory and legal risks.

Asset and Liability Committee (“ALCO”). ALCO is responsible for the strategy, processes and authorities with

which the Bank’s interest rate risk, liquidity and capital adequacy are managed.

Each of these sub-committees is comprised of subject matter experts from the senior management team and is
accountable to the EC. Moreover, these sub-committees may be supported by steering or working groups, as appropriate.

Disclosure Committee. Our Disclosure Committee assists our CEO and Chief Financial Officer in their review of periodic

SEC reporting documents, earnings releases, investor materials and related disclosure policies and procedures.

Internal Audit Risk Assessment

Internal Audit regularly monitors our various risk management and compliance efforts, identifies areas that may require

increased focus and resources, and reports significant control issues and recommendations to executive management and the
Audit Committee of the Board of Directors. Annually, Internal Audit performs an independent risk assessment to evaluate the
risk of all significant components of the Company and uses the results to develop their annual Internal Audit plan.
Additionally, Internal Audit performs selected reviews of both risk management and compliance functions, including key
controls, processes and systems, to assess the effectiveness of the overall risk management framework.

Risk Categories

Our ERM framework is designed to address the following risk categories:

Credit Risk. Credit risk is the risk to earnings or capital resulting from an obligor’s failure to meet the terms of any

contract with us or other failure to perform as agreed. Credit risk is found in all activities where success depends on
counterparty, issuer or borrower performance.

The credit risk related to Private Education Loans is managed within a credit risk infrastructure that includes: (i) a well-

defined underwriting, asset quality and collection policy framework; (ii) an ongoing monitoring and review process of portfolio
composition and trends; (iii) assignment and management of credit authorities and responsibilities; and (iv) establishment of an
allowance for credit losses that covers estimated future losses based upon an analysis of portfolio metrics and economic factors.

Credit risk related to derivative contracts is managed by reviewing counterparties for credit strength on an ongoing basis

and through our credit policies, which place limits on the amount of exposure we may take with any one counterparty and
require collateral to secure the position. The credit and counterparty risk associated with derivatives is measured based on the
replacement cost should the counterparty with contracts in a gain position to us fail to perform under the terms of the contract.

Operational Risk. Operational risk is the risk to earnings resulting from inadequate or failed internal processes, people and

systems and third-party vendors, or from external events. Operational risk is pervasive in that it exists in all business lines,
functional units, legal entities and geographic locations, and it includes information technology risk, physical security risk on
tangible assets, as well as regulatory and legal risk.

Operational risk exposures are managed through a combination of first line of defense risk, and control activities and

second line of defense oversight. The ORC is the management committee responsible for operational risk, and it supports the
EC in its oversight duties. The ORC is responsible for escalation to the EC, as appropriate. Additionally, our key risk indicators
include operational risk metrics, thresholds and limits and are included in the periodic reporting to the Risk Committee of the
Board of Directors.

Legal Risk. Legal risk is the risk to earnings, capital or reputation manifested by claims made through the legal system and
may arise from a product, a transaction, a business relationship, property (real, personal or intellectual), conduct of an employee
or a change in law or regulation.

Primary ownership and responsibility for legal risk is placed with the first lines of defense, working with their legal
colleagues, to identify and manage. Compliance supports these activities by providing extensive training, monitoring and
testing of the processes, policies and procedures utilized by the first lines of defense, maintaining relevant legal and regulatory
requirements, and working in close coordination with our Legal group. The General Counsel provides periodic reports, as
appropriate, to the Risk Committee of the Board of Directors.

Our Code of Business Conduct and the on-going training our employees receive in many compliance areas provide a
framework for our employees to conduct themselves with the highest integrity. We instill a risk-conscious culture through
communications, training, policies and procedures.

Market Risk. Market risk is the risk to earnings or capital resulting from changes in market conditions, such as interest

rates, credit spreads or other volatilities. We are exposed to various types of market risk, in particular the risk of loss resulting

from interest rate risk, basis risk and other risks that arise through the management of our investment, debt and loan portfolios.
Market risk exposures are managed primarily through ALCO. These activities are closely tied to those related to the
management of our funding and liquidity risks. The Risk Committee of our Board of Directors periodically reviews and
approves the investment and asset and liability management policies and contingency funding plan developed and administered
by ALCO. The Chief Financial Officer provides reports to the Risk Committee of the Board of Directors on market risk
management.

Funding and Liquidity Risk. Funding and liquidity risk is the risk to earnings, capital or the conduct of our business

arising from the inability to meet our obligations when they become due without incurring unacceptable losses, such as the
inability to fund liability maturities and deposit withdrawals, or invest in future asset growth and business operations at
reasonable market rates, as well as the inability to fund Private Education Loan and other loan originations. Our primary
liquidity needs include our ongoing ability to: meet our funding needs through market cycles, including periods of financial
stress; manage the relative maturities of assets and liabilities on our balance sheet; fund disbursements of Private Education
Loans and other loans; and service our indebtedness and bank deposits. Ultimately, our funding and liquidity risk relates to our
ability to access the capital markets at reasonable rates and to maintain retail deposits and other funding sources through the
Bank, as well as our maintenance of a reserve of cash and unencumbered highly-liquid investment securities that may be readily
converted to cash if needed.

Our funding and liquidity risk activities are centralized within our Corporate Finance department, which is responsible for
developing and executing our funding strategy. We analyze and monitor our liquidity risk, maintain excess liquidity and access
diverse funding sources depending on current market conditions. Funding and liquidity risks are overseen and recommendations
approved primarily through ALCO. The Risk Committee of our Board of Directors is responsible for periodically reviewing the
funding and liquidity positions and contingency funding plan developed and administered by ALCO.

Reputational Risk. Reputational risk is the risk to shareholder value and growth trajectory from a negative perception,

whether true or not, of an organization by its key stakeholders, the changing expectations of its stakeholders and/or inadequate
internal coordination of business decisions. This could expose us to litigation, financial loss or other damage to our business or
brand.

Management proactively assesses and manages reputational risk. We have established our government relations function

to manage our review of and response to all formal inquiries from members of Congress, state legislators, and their staff, as
well as providing targeted messaging that reinforces our public policy goals. We review and consider reputational risk on
matters as diverse as the launch of new products and services, our credit underwriting activities, and how we fund operations.
Our public relations, marketing and media teams continuously monitor print, electronic and social media to understand how we
are perceived; proactively address customer complaints; and endeavor to enhance the value of our corporate brand. Metrics
related to reputational risk are reported to and monitored by the EC. Our Legal, Government Relations and Compliance groups
regularly meet and collaborate with our Media and Investor Relations teams to provide more coordinated monitoring and
management of our reputational risks.

Strategic Risk. Strategic risk is the risk to shareholder value and growth trajectory from adverse business decisions and/or

improper implementation of business strategies. Management must be able to develop and implement business strategies that
leverage the organization’s core competencies and are appropriately structured, resourced and executed. The overall
development of the strategic plan includes extensive engagement with the Board of Directors. Similarly, the Board of Directors
provides oversight and effective challenge on performance, relative to the strategic plan.

Common Stock

Our shareholders have authorized the issuance of 1.125 billion shares of common stock (par value of $0.20). At
December 31, 2020, 375 million shares were issued and outstanding and 35 million shares were unissued but encumbered for
outstanding stock options, restricted stock, restricted stock units, performance stock units and dividend equivalent units for
employee compensation and remaining authority for stock-based compensation plans. See Notes to Consolidated Financial
Statements, Note 13, “Stockholders’ Equity” for additional details.

Arrangements with Navient Corporation

In connection with the Spin-Off, we entered into a Separation and Distribution Agreement. We also entered into various

other ancillary agreements with Navient to effect the Spin-Off and provide a framework for our relationship with Navient
thereafter, such as a transition services agreement, a tax sharing agreement, an employee matters agreement, a loan servicing
and administration agreement, a joint marketing agreement, a key services agreement, a data sharing agreement and a master
sublease agreement. The majority of these agreements were transitional in nature with most having terms that have expired or
will expire within the next year.

We continue to have exposure to risks related to Navient’s creditworthiness. If we are unable to obtain indemnification

payments from Navient, our results of operations and financial condition could be materially and adversely affected.

We briefly summarize below some of the most significant agreements and relationships we continue to have with
Navient. For additional information regarding the Separation and Distribution Agreement and the other ancillary agreements,
see our Current Report on Form 8-K filed on May 2, 2014.

Separation and Distribution Agreement

The Separation and Distribution Agreement addresses, among other things, the following activities:

•

the obligation of each party to indemnify the other against liabilities retained or assumed by that party pursuant to the
Separation and Distribution Agreement and in connection with claims of third-parties;

the allocation among the parties of rights and obligations under insurance policies; and

the creation of a governance structure by which matters related to the separation and other transactions contemplated
by the Separation and Distribution Agreement are to be managed.

The Separation and Distribution Agreement provides specific processes and procedures pursuant to which we may submit
claims for indemnification to Navient. If for any reason Navient is unable or unwilling to pay claims made against it, our costs,
operating expenses, cash flows and financial condition could be materially and adversely affected over time.

Indemnification Obligations

Pursuant to the terms of the Separation and Distribution Agreement, and as contemplated by the structure of the Spin-Off,

Navient is legally obligated to indemnify the Bank against all claims, actions, damages, losses or expenses that may arise from
the conduct of all activities of pre-Spin-Off SLM occurring prior to the Spin-Off, except for certain liabilities related to the
conduct of the pre-Spin-Off consumer banking business that were specifically assumed by the Bank (and as to which the Bank

is obligated to indemnify Navient). Some significant examples of the types of indemnification obligations Navient has under the
Separation and Distribution Agreement and related ancillary agreements include:

•

Navient is required to indemnify the Company and the Bank for any liabilities, costs or expenses they may incur
arising from any action or threatened action related to the servicing, operations and collections activities of pre-Spin-
Off SLM and its subsidiaries with respect to Private Education Loans and FFELP Loans that were assets of the Bank
or Navient at the time of the Spin-Off; provided that written notice was provided to Navient on or prior to April 30,
2017, the third anniversary date of the Spin-Off. Navient is not required to indemnify for changes in law or changes in
prior existing interpretations of law that occur on or after April 30, 2014.

In connection with the Spin-Off, we recorded a liability related to uncertain tax positions of $27 million for which we
are indemnified by Navient. As of December 31, 2020, the remaining balance of the indemnification receivable related
to those uncertain tax positions was $7 million.

Long-Term Arrangements

The loan servicing and administration agreement governs the terms by which Navient provides servicing, administration

and collection services for the Bank’s portfolio of FFELP Loans, as well as servicing history information with respect to Private
Education Loans previously serviced by Navient and access to certain promissory notes in Navient’s possession. The term of
the loan servicing and administration agreement has been extended to April 30, 2022.

The data sharing agreement provided us the right to obtain from Navient certain post-Spin-Off performance data relating

to Private Education Loans owned or serviced by Navient to support and facilitate ongoing underwriting, originations,
forecasting, performance and reserve analyses. The term of the data sharing agreement expired on April 29, 2019, however.

The tax sharing agreement governs the respective rights, responsibilities and obligations of us and Navient after the Spin-
Off relating to taxes, including with respect to the payment of taxes, the preparation and filing of tax returns and the conduct of
tax contests. Under this agreement, each party is generally liable for taxes attributable to its business. The agreement also
addresses the allocation of tax liabilities that are incurred as a result of the Spin-Off and related transactions.

Amended Loan Participation and Purchase Agreement

Prior to the Spin-Off, the Bank sold substantially all of its Private Education Loans to several former affiliates, now
subsidiaries of Navient (collectively, the “Purchasers”), pursuant to an amended loan participation and purchase agreement. The
agreement predates the Spin-Off but was significantly amended and reduced in scope in connection with the Spin-Off. Post-
Spin-Off, the Bank retained only the right to require the Purchasers to purchase loans whose borrowers had a lending
relationship with both the Bank and Navient (“Split Loans”) (such purchases to be made at fair value) when the Split Loans
either (1) are more than 90 days past due; (2) have been restructured; (3) have been granted a hardship forbearance or more than
six months of administrative forbearance; or (4) have a borrower or cosigner who has filed for bankruptcy. In the second
quarter of 2018, we sold our remaining $43 million portfolio of Split Loans (both current and non-current loans) to Navient and
recognized a net gain of $2 million.

Item 7A.

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 and a
large balance of deposits 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 December 31, 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.

With current interest rates so low, 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 December 31, 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. The EAR results for December 31, 2020 indicate a market risk
profile that is less sensitive than at December 31, 2019 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 year ended December 31, 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. A portion 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, with underlying funding of fixed-rate liabilities of relatively shorter duration. In addition, several changes to the
EVE calculation methodology have been made in 2020 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.

December 31,

2020

2019

+300 Basis
Points

+100 Basis
Points

-100 Basis
Points

+300 Basis
Points

+100 Basis
Points

-100 Basis
Points

EAR - Shock . . . . . . . .
EAR - Ramp . . . . . . . .
EVE . . . . . . . . . . . . . .

-0.6 %
-0.1 %
-15.8 %

-0.0 %
+0.1 %
-5.3 %

N/A
N/A
N/A

+4.4 %
+3.8 %
-5.0 %

+1.4 %
+1.1 %
-1.9 %

-1.4 %
-0.9 %
+2.0 %

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 the impact of FFELP Loans, which receive
floor income in low interest rate environments, and will therefore not reprice fully with interest rate shocks.

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.

100

Asset and Liability Funding Gap

The table below presents our assets and liabilities (funding) arranged by underlying indices as of December 31, 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 income). 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.)

Frequency of
Variable
Resets

daily/weekly/monthly
monthly
weekly
monthly
quarterly
monthly
daily
daily/weekly

(Dollars in millions)
Index

Fed Funds Effective Rate . . .
SOFR Rate . . . . . . . . . . . . . .
3-month Treasury bill . . . . .
Prime . . . . . . . . . . . . . . . . . .
3-month LIBOR . . . . . . . . . .
1-month LIBOR . . . . . . . . . .
1-month LIBOR . . . . . . . . . .
Non-Discrete reset(2) . . . . . .
Fixed-Rate(3) . . . . . . . . . . . . .
Total . . . . . . . . . . . . . . . . . . .

______________________

Assets

Funding (1)

Funding
Gap

— $

675.1 $
50.6
—
—
251.1
9,984.9
—
4,044.0
15,764.7

109.4
13.5
—
12,245.9
628.2
4,626.6
13,146.8
$ 30,770.4 $ 30,770.4 $

(675.1)
(50.6)
109.4
13.5
(251.1)
2,261.0
628.2
582.6
(2,617.9)
—

(1) Funding (by index) includes 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 (monthly), fixed-rate and

Non-Discrete reset categories. Changes in the Fed Funds Effective Rate, 3-month LIBOR, SOFR and 1-month LIBOR daily
categories are generally quite highly correlated, and should offset each other effectively. The funding in the fixed-rate bucket
includes $2.3 billion of equity and $0.5 billion of non-interest bearing liabilities. We consider our overall risk to be low and our
strategies are designed to maintain low to moderate levels of market exposure.

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 (which have occurred in recent years) can lead to a temporary divergence between
indices, resulting in a negative impact to our earnings.

101

Weighted Average Life

The following table reflects the weighted average lives of our earning assets and liabilities at December 31, 2020.

(Averages in Years)
Earning assets
Education loans(1) . . . . . . . . . . . .
Cash and investments . . . . . . . . .
Total earning assets . . . . . . . . . .

Deposits
Short-term deposits . . . . . . . . . .
Long-term deposits . . . . . . . . . . .
Total deposits . . . . . . . . . . . . . . .

Borrowings
Long-term borrowings . . . . . . . .
Total borrowings . . . . . . . . . . . .

Weighted

Average

Life

5.39
0.49
4.30

0.41
2.14
0.81

3.98
3.98

____

(1) Includes the loans held for sale portfolio, as well as the

loans held for investment portfolio.

102

Item 8. Financial Statements and Supplementary Data

Reference is made to the financial statements listed under the heading “(a) 1.A. Financial Statements” of Item 15 hereof,

which financial statements are incorporated by reference in response to this Item 8.

Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure

Nothing to report.

Item 9A. 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 December 31, 2020. Based on this evaluation, our principal
executive officer and principal financial officer concluded that, as of December 31, 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.

Management’s Report on Internal Control over Financial Reporting

Our management is responsible for establishing and maintaining adequate internal control over financial reporting (as

defined in Rule 13a-15(f) under the Exchange Act). Under the supervision and with the participation of our management,
including our principal executive officer and principal financial officer, we assessed the effectiveness of our internal control
over financial reporting as of December 31, 2020. In making this assessment, our management used the criteria established in
Internal Control — Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway
Commission. Based on our assessment and those criteria, management concluded that, as of December 31, 2020, our internal
control over financial reporting is effective.

KPMG LLP, an independent registered public accounting firm, audited the effectiveness of the Company’s internal

control over financial reporting as of December 31, 2020, as stated in their report listed under the heading “(a) 1.A. Financial
Statements” of Item 15 hereof.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements.

Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become
inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

Changes in Internal Control over Financial Reporting

There have been no changes in our internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f)

under the Exchange Act) during the fiscal quarter ended December 31, 2020 that have materially affected, or are reasonably
likely to materially affect, our internal control over financial reporting.

Item 9B. Other Information

Nothing to report.

103

Item 10. Directors, Executive Officers and Corporate Governance

PART III.

The information contained in the 2021 Proxy Statement, including information appearing in the sections titled “Proposal

1 — Election of Directors,” “Executive Officers,” “Compensation Discussion and Analysis — Other Arrangements, Policies
and Practices Related to Executive Compensation Programs — Section 16(a) Beneficial Ownership Reporting Compliance,”
and “Corporate Governance” in the 2021 Proxy Statement, is incorporated herein by reference.

Item 11. Executive Compensation

The information contained in the 2021 Proxy Statement, including information appearing in the sections titled “Executive

Compensation” and “Director Compensation” in the 2021 Proxy Statement, is incorporated herein by reference.

Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

The information contained in the 2021 Proxy Statement, including information appearing in the sections titled “Equity

Compensation Plan Information,” “Ownership of Common Stock by 5 Percent or More Holders” and “Ownership of Common
Stock by Directors and Executive Officers” in the 2021 Proxy Statement, is incorporated herein by reference.

Item 13. Certain Relationships and Related Transactions, and Director Independence

The information contained in the 2021 Proxy Statement, including information appearing under “Corporate Governance

— Related Party Transactions” and “Corporate Governance — Director Independence” in the 2021 Proxy Statement, is
incorporated herein by reference.

Item 14. Principal Accounting Fees and Services

The information contained in the 2021 Proxy Statement, including information appearing under “Independent Registered

Public Accounting Firm” in the 2021 Proxy Statement, is incorporated herein by reference.

104

Item 15. Exhibits, Financial Statement Schedules

PART IV.

(a) 1. Financial Statements

A. The following consolidated financial statements of SLM Corporation and the Report of the Independent Registered
Public Accounting Firm thereon are included in Item 8 above:

Report of Independent Registered Public Accounting Firm . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Report of Independent Registered Public Accounting Firm . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Consolidated Balance Sheets as of December 31, 2020 and 2019 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Consolidated Statements of Income for the years ended December 31, 2020, 2019 and 2018 . . . . . . . . . . . . . . . . .
Consolidated Statements of Comprehensive Income for the years ended December 31, 2020, 2019 and 2018 . . . .
Consolidated Statements of Changes in Equity for the years ended December 31, 2020, 2019 and 2018 . . . . . . . .
Consolidated Statements of Cash Flows for the years ended December 31, 2020, 2019 and 2018 . . . . . . . . . . . . . .
Notes to Consolidated Financial Statements . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

F-2
F-6
F-8
F-9
F-10
F-11
F-14
F-16

2. Financial Statement Schedules

All schedules are omitted because they are not applicable or the required information is shown in the consolidated
financial statements or notes thereto.

3. Exhibits

The exhibits listed in the accompanying index to exhibits are filed or incorporated by reference as part of this Annual
Report on Form 10-K.

We will furnish at cost a copy of any exhibit filed with or incorporated by reference into this Annual Report on Form 10-
K. Oral or written requests for copies of any exhibits should be directed to the Corporate Secretary.

105

(b) Exhibits

2.2

3.1

3.2

4.1

4.2

4.3

4.4

4.5

4.6

10.1†

10.2†

10.3†

10.4†

10.5†

10.6†

10.7†

10.8†

10.9†

10.10†

10.11†

Form of Separation and Distribution Agreement by and among SLM Corporation, New BLC Corporation and Navient
Corporation, dated as of April 28, 2014 (incorporated by reference to Exhibit 2.2 of the Company’s Current Report on Form 8-K
filed on May 2, 2014).

Restated Certificate of Incorporation of the Company, dated February 25, 2015 (incorporated by reference to Exhibit 3.1 to the
Company’s Annual Report on Form 10-K filed on February 26, 2015).

Amended and Restated By-Laws of the Company effective June 25, 2015 (incorporated by reference to Exhibit 3.2 of the
Company’s Current Report on Form 8-K filed on June 29, 2015).

Indenture, dated as of June 17, 2015, between SLM Corporation and Deutsche Bank National Trust Company, as Trustee
(incorporated by reference to Exhibit 4.3 of the Company’s Registration Statement on Form S-3 filed on June 17, 2015).

First Supplemental Indenture dated as of April 5, 2017 between SLM Corporation and Deutsche Bank National Trust Company,
as Trustee (incorporated by reference to Exhibit 4.1 of the Company’s Current Report on Form 8-K filed on April 5, 2017).

Second Supplemental Indenture dated as of October 29, 2020 between SLM Corporation and Deutsche Bank National Trust
Company, as Trustee (incorporated by reference to Exhibit 4.1 of the Company’s Current Report on Form 8-K filed on October
29, 2020).

Form of Senior Note due 2025 (incorporated by reference to Exhibit 4.2 of the Company’s Current Report on Form 8-K filed on
October 29, 2020).

Description of SLM Corporation’s Common Stock (incorporated by reference to Exhibit 4.3 to the Company’s Annual Report
on Form 10-K filed on February 28, 2020).

Description of SLM Corporation’s Floating-Rate Non-Cumulative Preferred Stock, Series B (incorporated by reference to
Exhibit 4.4 to the Company’s Annual Report on Form 10-K filed on February 28, 2020).

Form of SLM Corporation Omnibus Incentive Plan, Bonus Restricted Stock Unit Term Sheet (one-year restriction), 2014
Management Incentive Plan Award (incorporated by reference to Exhibit 10.1 of the Company’s Quarterly Report on Form 10-
Q filed on April 22, 2015).

Form of SLM Corporation Omnibus Incentive Plan, Bonus Restricted Stock Unit Term Sheet (two-year restriction), 2014
Management Incentive Plan Award (incorporated by reference to Exhibit 10.2 of the Company’s Quarterly Report on Form 10-
Q filed on April 22, 2015).

Form of SLM Corporation Omnibus Incentive Plan, Bonus Restricted Stock Unit Term Sheet (three-year restriction), 2014
Management Incentive Plan Award (incorporated by reference to Exhibit 10.3 of the Company’s Quarterly Report on Form 10-
Q filed on April 22, 2015).

Form of SLM Corporation Omnibus Incentive Plan, Bonus Restricted Stock Unit Term Sheet (one-year restriction), 2015
Management Incentive Plan Award (incorporated by reference to Exhibit 10.1 of the Company’s Quarterly Report on Form 10-
Q filed on April 20, 2016).

Form of SLM Corporation Omnibus Incentive Plan, Bonus Restricted Stock Unit Term Sheet (two-year restriction), 2015
Management Incentive Plan Award (incorporated by reference to Exhibit 10.2 of the Company’s Quarterly Report on Form 10-
Q filed on April 20, 2016).

Form of SLM Corporation Omnibus Incentive Plan, Bonus Restricted Stock Unit Term Sheet (three-year restriction), 2015
Management Incentive Plan Award (incorporated by reference to Exhibit 10.3 of the Company’s Quarterly Report on Form 10-
Q filed on April 20, 2016).

Form of SLM Corporation 2012 Omnibus Incentive Plan, Restricted Stock Unit Term Sheet - 2015 (incorporated by reference to
Exhibit 10.4 of the Company’s Quarterly Report on Form 10-Q filed on April 22, 2015).

Form of SLM Corporation 2012 Omnibus Incentive Plan, Restricted Stock Unit Term Sheet - 2016 (incorporated by reference to
Exhibit 10.4 of the Company’s Quarterly Report on Form 10-Q filed on April 20, 2016).

Form of SLM Corporation 2012 Omnibus Incentive Plan, Performance Stock Unit Term Sheet - 2016 (incorporated by
reference to Exhibit 10.5 of the Company’s Quarterly Report on Form 10-Q filed on April 20, 2016).

Form of SLM Corporation 2012 Omnibus Incentive Plan, Independent Director Restricted Stock Agreement 2015 (incorporated
by reference to Exhibit 10.1 of the Company’s Quarterly Report on Form 10-Q filed on July 22, 2015).

Form of SLM Corporation 2012 Omnibus Incentive Plan, Independent Director Restricted Stock Agreement - 2016
(incorporated by reference to Exhibit 10.1 of the Company’s Quarterly Report on Form 10-Q filed on July 20, 2016).

106

10.12†

10.13†

10.14†

10.15†

10.16†

10.17†

10.18†

10.19†

10.20†

SLM Corporation Executive Severance Plan for Senior Officers, including amendments as of June 25, 2015 (incorporated by
reference to Exhibit 10.6 of the Company’s Annual Report on Form 10-K filed on February 26, 2016).

SLM Corporation Change in Control Severance Plan for Senior Officers, including amendments as of June 25, 2015
(incorporated by reference to Exhibit 10.7 of the Company’s Annual Report on Form 10-K filed on February 26, 2016).

Form of Director’s Indemnification Agreement (incorporated by reference to Exhibit 10.24 of the Company’s Annual Report on
Form 10-K filed on February 27, 2012).

Sallie Mae Supplemental 401(k) Savings Plan, as Amended and Restated as of June 25, 2015 (incorporated by reference to
Exhibit 10.9 of the Company’s Annual Report on Form 10-K filed on February 26, 2016).

Amendment to Sallie Mae Supplemental 401(k) Savings Plan (Effective as of March 5, 2019) (incorporated by reference to
Exhibit 10.5 of the Company’s Quarterly Report on Form 10-Q filed on April 17, 2019).

SLM Deferred Compensation Plan for Key Employees, as Established Effective May 1, 2014 and Amended June 25, 2015
(incorporated by reference to Exhibit 10.10 of the Company’s Annual Report on Form 10-K filed on February 26, 2016).

Amendment to SLM Corporation Deferred Compensation Plan for Key Employees (Effective as of March 5, 2019)
(incorporated by reference to Exhibit 10.6 of the Company’s Quarterly Report on Form 10-Q filed on April 17, 2019).

SLM Corporation Deferred Compensation Plan for Directors, as Established Effective May 1, 2014 and Amended June 25, 2015
(incorporated by reference to Exhibit 10.11 of the Company’s Annual Report on Form 10-K filed on February 26, 2016).

Amended and Restated SLM Corporation Incentive Plan (incorporated by reference to Exhibit 10.24 of the Company’s Current
Report on Form 8-K (file no. 001-13251) filed on May 25, 2005).

10.21†

Director’s Stock Plan (incorporated by reference to Exhibit 10.25 of the Company’s Current Report on Form 8-K (file no.
001-13251) filed on May 25, 2005).

10.22†

10.23†

Form of SLM Corporation Incentive Stock Plan Stock Option Agreement, Net-Settled, Performance Vested Options, 2009
(incorporated by reference to Exhibit 10.32 of the Company’s Annual Report on Form 10-K filed on March 2, 2009).

SLM Corporation Directors Equity Plan (incorporated by reference to Exhibit 10.1 of the Company’s Registration Statement on
Form S-8 (File No. 333-159447) filed on May 22, 2009).

10.24†

SLM Corporation 2009-2012 Incentive Plan (incorporated by reference to Exhibit 10.2 of the Company’s Registration
Statement on Form S-8 (File No. 333-159447) filed on May 22, 2009).

10.25†

Form of SLM Corporation Directors Equity Plan Non-Employee Director Stock Option Agreement - 2009 (incorporated by
reference to Exhibit 10.6 of the Company’s Quarterly Report on Form 10-Q filed on November 5, 2009).

10.26†

Form of SLM Corporation 2009-2012 Incentive Plan Stock Option Agreement, Net Settled, Time Vested Options - 2010
(incorporated by reference to Exhibit 10. 7 of the Company’s Quarterly Report on Form 10-Q filed on May 6, 2010).

10.27†

Form of SLM Corporation 2009-2012 Incentive Plan Performance Stock Award Term Sheet, Time Vested - 2010 (incorporated
by reference to Exhibit 10.8 of the Company’s Quarterly Report on Form 10-Q filed on May 6, 2010).

10.28†

10.29†

10.30†

10.31†

Amendment to Stock Option and Restricted/Performance Stock Terms (incorporated by reference to Exhibit 10.49 of the
Company’s Annual Report on Form 10-K filed on February 28, 2011).

Form of SLM Corporation 2009-2012 Incentive Plan Stock Option Agreement, Net Settled, Time Vested Options - 2011
(incorporated by reference to Exhibit 10.50 of the Company’s Annual Report on Form 10-K filed on February 28, 2011).

Form of SLM Corporation 2009-2012 Incentive Plan Restricted Stock and Restricted Stock Unit Term Sheet, Time Vested -
2011 (incorporated by reference to Exhibit 10.51 of the Company’s Annual Report on Form 10-K filed on February 28, 2011).

Form of SLM Corporation 2009-2012 Incentive Plan, Performance Stock Unit Term Sheet - 2012 (incorporated by reference to
Exhibit 10.1 of the Company’s Quarterly Report on Form 10-Q filed on May 4, 2012).

10.32†

Form of SLM Corporation 2009-2012 Incentive Plan, Bonus Restricted Stock Unit Term Sheet - 2012 (incorporated by
reference to Exhibit 10.2 of the Company’s Quarterly Report on Form 10-Q filed on May 4, 2012).

10.33†

Form of SLM Corporation 2009-2012 Incentive Plan, Stock Option Agreement, Net Settled Options - 2012 (incorporated by
reference to Exhibit 10.3 of the Company’s Quarterly Report on Form 10-Q filed on May 4, 2012).

10.34†

SLM Corporation 2012 Omnibus Incentive Plan (incorporated by reference to Appendix A of the Company’s Definitive Proxy
Statement for the 2017 Annual Meeting of Shareholders filed on April 27, 2017).

107

10.35†

Form of SLM Corporation 2012 Omnibus Incentive Plan, Performance Stock Unit Term Sheet - 2013 (incorporated by
reference to Exhibit 10.1 of the Company’s Quarterly Report on Form 10-Q filed on May 3, 2013).

10.36†

Form of SLM Corporation 2012 Omnibus Incentive Plan, Bonus Restricted Stock Unit Term Sheet - 2013 (incorporated by
reference to Exhibit 10.2 of the Company’s Quarterly Report on Form 10-Q filed on May 3, 2013).

10.37†

Form of SLM Corporation 2012 Omnibus Incentive Plan, Stock Option Agreement, Net Settled Options-2013 (incorporated by
reference to Exhibit 10.3 of the Company’s Quarterly Report on Form 10-Q filed on May 3, 2013).

10.38†

Form of SLM Corporation 2012 Omnibus Incentive Plan, Independent Director Restricted Stock Agreement - 2013
(incorporated by reference to Exhibit 10.4 of the Company’s Quarterly Report on Form 10-Q filed on May 3, 2013).

10.39†

Form of SLM Corporation 2012 Omnibus Incentive Plan, Independent Director Stock Option Agreement - 2013 (incorporated
by reference to Exhibit 10.5 of the Company’s Quarterly Report on Form 10-Q filed on May 3, 2013).

10.40†

Form of SLM Corporation 2012 Omnibus Incentive Plan, Restricted Stock Unit Term Sheet - 2013 (incorporated by reference to
Exhibit 10.36 of the Company’s Annual Report on Form 10-K filed on February 19, 2014).

10.41†

10.42†

10.43†

10.44†

10.45†

10.46†

10.47†

10.48†

10.49†

10.50†

10.51†

10.52†

10.53

10.54

10.55†

10.56†

10.57†

Letter Agreement, dated January 15, 2014 with Raymond J. Quinlan (incorporated by reference to Exhibit 10.38 of the
Company’s Annual Report on Form 10-K filed on February 19, 2014).

SLM Corporation 2012 Omnibus Incentive Plan, Restricted Stock Unit Term Sheet - Raymond J. Quinlan Signing Award
(incorporated by reference to Exhibit 10.39 of the Company’s Annual Report on Form 10-K filed on February 19, 2014).

Form of SLM Corporation 2012 Omnibus Incentive Plan, Bonus Restricted Stock Unit Term Sheet - 2014 (incorporated by
reference to Exhibit 10.3 of the Company’s Quarterly Report on Form 10-Q filed on May 12, 2014).

Form of SLM Corporation 2012 Omnibus Incentive Plan, Restricted Stock Unit Term Sheet - 2014 (incorporated by reference to
Exhibit 10.4 of the Company’s Quarterly Report on Form 10-Q filed on May 12, 2014).

Employment Agreement, dated April 21, 2014 between Laurent C. Lutz and the Company (incorporated by reference to Exhibit
10.1 of the Company’s Quarterly Report on Form 10-Q filed on July 24, 2014).

Sallie Mae Employee Stock Purchase Plan, Amended and Restated as of June 24, 2014, Including Amendments as of June 25,
2015 (incorporated by reference to Exhibit 10.39 of the Company’s Annual Report on Form 10-K filed on February 26, 2016).

Form of SLM Corporation 2012 Omnibus Incentive Plan, Independent Director Restricted Stock Agreement (incorporated by
reference to Exhibit 10.3 of the Company’s Quarterly Report on Form 10-Q filed on July 24, 2014).

Letter Agreement, dated April 24, 2014, with Jeffrey Dale (incorporated by reference to Exhibit 10.41 to the Company’s Annual
Report on Form 10-K filed on February 26, 2015).

Sallie Mae 401(k) Savings Plan (Effective as of April 30, 2014) (incorporated by reference to Exhibit 10.44 to the Company’s
Annual Report on Form 10-K filed on February 26, 2015).

Restatement of the Sallie Mae 401(k) Savings Plan (Effective as of January 1, 2018) (incorporated by reference to Exhibit 10.50
of the Company’s Annual Report on Form 10-K filed on February 28, 2020).

Amendment to Sallie Mae 401(k) Savings Plan (Effective as of January 1, 2019) (incorporated by reference to Exhibit 10.51 of
the Company’s Annual Report on Form 10-K filed on February 28, 2020).

Amendment to Sallie Mae 401(k) Savings Plan (Effective as of March 5, 2019) (incorporated by reference to Exhibit 10.4 of the
Company’s Quarterly Report on Form 10-Q filed on April 17, 2019).

Tax Sharing Agreement between Navient Corporation and New BLC Corporation, dated as of April 29, 2014 (incorporated by
reference to Exhibit 10.3 of the Company’s Current Report on Form 8-K filed on May 2, 2014).

Amended and Restated Loan Servicing and Administration Agreement between Sallie Mae Bank and Navient Solutions, Inc.,
dated as of April 30, 2014 (incorporated by reference to Exhibit 10.4 of the Company’s Current Report on Form 8-K filed on
May 2, 2014).

Form of SLM Corporation 2012 Omnibus Incentive Plan, Bonus Restricted Stock Unit Term Sheet (Three-Year Restriction),
2016 Management Incentive Plan Award (incorporated by reference to Exhibit 10.1 of the Company’s Quarterly Report on
Form 10-Q filed on April 19, 2017).

Form of SLM Corporation 2012 Omnibus Incentive Plan, 2017 Restricted Stock Unit Term Sheet (incorporated by reference to
Exhibit 10.2 of the Company’s Quarterly Report on Form 10-Q filed on April 19, 2017).

Form of SLM Corporation 2012 Omnibus Incentive Plan, 2017 Performance Stock Unit Term Sheet (incorporated by reference
to Exhibit 10.3 of the Company’s Quarterly Report on Form 10-Q filed on April 19, 2017).

108

10.58†

10.59†

10.60†

10.61†

10.62†

10.63†

10.64†

10.65†

10.66†

10.67†

10.68†

Form of SLM Corporation 2012 Omnibus Incentive Plan, 2017 Independent Director Restricted Stock Agreement (incorporated
by reference to Exhibit 10.1 of the Company’s Quarterly Report on Form 10-Q filed on July 19, 2017).

Agreement and Release, dated as of March 20, 2018, between the Company and the Personal Representatives of the Estate of
Charles P. Rocha (incorporated by reference to Exhibit 10.1 of the Company’s Quarterly Report on Form 10-Q filed on April
23, 2018).

Form of SLM Corporation 2012 Omnibus Incentive Plan, 2018 Restricted Stock Unit Term Sheet (incorporated by reference to
Exhibit 10.2 of the Company’s Quarterly Report on Form 10-Q filed on April 23, 2018).

Form of SLM Corporation 2012 Omnibus Incentive Plan, 2018 Performance Stock Unit Term Sheet (incorporated by reference
to Exhibit 10.3 of the Company’s Quarterly Report on Form 10-Q filed on April 23, 2018).

Form of SLM Corporation 2012 Omnibus Incentive Plan, 2018 Bonus Restricted Stock Unit Term Sheet (Three-Year
Restriction), 2017 Management Incentive Plan Award (incorporated by reference to Exhibit 10.4 of the Company’s Quarterly
Report on Form 10-Q filed on April 23, 2018).

Form of SLM Corporation 2012 Omnibus Incentive Plan, Independent Director Restricted Stock Agreement - 2018
(incorporated by reference to Exhibit 10.1 of the Company’s Quarterly Report on Form 10-Q filed on July 24, 2018).

Form of SLM Corporation 2012 Omnibus Incentive Plan, 2019 Restricted Stock Unit Term Sheet (incorporated by reference to
Exhibit 10.1 of the Company’s Quarterly Report on Form 10-Q filed on April 17, 2019).

Form of SLM Corporation 2012 Omnibus Incentive Plan, 2019 Performance Stock Unit Term Sheet (incorporated by reference
to Exhibit 10.2 of the Company’s Quarterly Report on Form 10-Q filed on April 17, 2019).

Form of SLM Corporation 2012 Omnibus Incentive Plan, Bonus Restricted Stock Unit Term Sheet (Three-Year Restriction),
2018 Management Incentive Plan Award (incorporated by reference to Exhibit 10.3 of the Company’s Quarterly Report on
Form 10-Q filed on April 17, 2019).

Form of SLM Corporation 2012 Omnibus Incentive Plan, Independent Director Restricted Stock Agreement - 2019
(incorporated by reference to Exhibit 10.1 of the Company’s Quarterly Report on Form 10-Q filed on July 24, 2019).

Form of SLM Corporation 2012 Omnibus Incentive Plan, 2020 Restricted Stock Unit Term Sheet (incorporated by reference to
Exhibit 10.1 of the Company’s Quarterly Report on Form 10-Q filed on April 22, 2020).

10.69†

Form of SLM Corporation 2012 Omnibus Incentive Plan, 2020 Performance Stock Unit Term Sheet (incorporated by reference
to Exhibit 10.2 of the Company’s Quarterly Report on Form 10-Q filed on April 22, 2020).

10.70†

Offer Letter between Jonathan W. Witter and the Company dated March 4, 2020 (incorporated by reference to Exhibit 10.3 of
the Company’s Quarterly Report on Form 10-Q filed on April 22, 2020).

10.71

10.72†

10.73†

10.74†

10.75†

Fixed Dollar Uncollared ASR Master Confirmation and Form of Supplement (incorporated by reference to Exhibit 10.4 of the
Company’s Quarterly Report on Form 10-Q filed on April 22, 2020).

Form of SLM Corporation 2012 Omnibus Incentive Plan, Independent Director Restricted Stock Agreement – 2020
(incorporated by reference to Exhibit 10.1 of the Company’s Quarterly Report on Form 10-Q filed on July 22, 2020).

Separation Agreement between Raymond J. Quinlan and the Company effective April 19, 2020 (incorporated by reference to
Exhibit 10.2 of the Company’s Quarterly Report on Form 10-Q filed on July 22, 2020).

Jonathan W. Witter Sign-On Equity Grant - 2020 Restricted Stock Unit Term Sheet (incorporated by reference to Exhibit 10.3
of the Company’s Quarterly Report on Form 10-Q filed on July 22, 2020).

Offer Letter between Donna F. Vieira and the Company dated September 18, 2018 (incorporated by reference to Exhibit 10.4 of
the Company’s Quarterly Report on Form 10-Q filed on July 22, 2020).

10.76†

Separation Agreement between Paul Thome and the Company effective August 10, 2020 (incorporated by reference to Exhibit
10.1 of the Company’s Quarterly Report on Form 10-Q filed on October 21, 2020).

21.1*

List of Subsidiaries.

23.1*

Consent of KPMG LLP.

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.

109

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).

† Management Contract or Compensatory Plan or Arrangement

* Filed herewith

110

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) 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.

Dated: February 25, 2021

SLM CORPORATION

By:

/S/ JONATHAN W. WITTER
Jonathan W. Witter
Chief Executive Officer and Director

Pursuant to the requirement of the Securities Exchange Act of 1934, as amended, this report has been signed below by the
following persons on behalf of the Registrant and in the capacities and on the dates indicated.

/S/ JONATHAN W. WITTER
Jonathan W. Witter

/S/ STEVEN J. MCGARRY
Steven J. McGarry

/S/ JONATHAN R. BOYLES
Jonathan R. Boyles

Chief Executive Officer and Director
(Principal Executive Officer)

February 25, 2021

Executive Vice President and Chief Financial
Officer
(Principal Financial Officer)

February 25, 2021

Senior Vice President and Controller
(Principal Accounting Officer)

February 25, 2021

/S/ MARY CARTER WARREN FRANKE
Mary Carter Warren Franke

Chair of the Board of Directors

February 25, 2021

/S/ PAUL G. CHILD
Paul G. Child

/S/ EARL A. GOODE
Earl A. Goode

/S/ MARIANNE M. KELER
Marianne M. Keler

/S/ MARK L. LAVELLE

Mark L. Lavelle

/S/ JIM MATHESON
Jim Matheson

Director

February 25, 2021

Director

February 25, 2021

Director

February 25, 2021

Director

111

/S/ FRANK C. PULEO
Frank C. Puleo

/S/ VIVIAN C. SCHNECK-LAST
Vivian C. Schneck-Last

/S/ WILLIAM N. SHIEBLER
William N. Shiebler

/S/ ROBERT S. STRONG
Robert S. Strong

/S/ KIRSTEN O. WOLBERG
Kirsten O. Wolberg

Director

February 25, 2021

Director

February 25, 2021

Director

February 25, 2021

Director

February 25, 2021

112

CONSOLIDATED FINANCIAL STATEMENTS

INDEX

Report of Independent Registered Public Accounting Firm . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Consolidated Balance Sheets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Consolidated Statements of Income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Consolidated Statements of Comprehensive Income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Consolidated Statements of Changes in Equity . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Consolidated Statements of Cash Flows . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Notes to Consolidated Financial Statements . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Page

F-2

F-6

F-8

F-9

F-10

F-11

F-14

F-16

F-1

Report of Independent Registered Public Accounting Firm

To the Stockholders and Board of Directors
SLM Corporation:

Opinion on the Consolidated Financial Statements

We have audited the accompanying consolidated balance sheets of SLM Corporation and subsidiaries
(the Company) as of December 31, 2020 and 2019, the related consolidated statements of income,
comprehensive income, changes in equity, and cash flows for each of the years in the three-year period ended
December 31, 2020 and the related notes (collectively, the consolidated financial statements). In our opinion,
the consolidated financial statements present fairly, in all material respects, the financial position of the
Company as of December 31, 2020 and 2019, and the results of its operations and its cash flows for each of
the years in the three-year period ended December 31, 2020, in conformity with U.S. generally accepted
accounting principles.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board
(United States) (PCAOB), the Company’s internal control over financial reporting as of December 31, 2020,
based on criteria established in Internal Control – Integrated Framework (2013) issued by the Committee of
Sponsoring Organizations of the Treadway Commission, and our report dated February 25, 2021 expressed an
unqualified opinion on the effectiveness of the Company’s internal control over financial reporting.

Change in Accounting Principle

As discussed in Note 2 to the consolidated financial statements, the Company has changed its method of
accounting for the recognition and measurement of credit losses as of January 1, 2020 due to the adoption of
ASC Topic 326, Financial Instruments – Credit Losses.

Basis for Opinion

These consolidated financial statements are the responsibility of the Company’s management. Our
responsibility is to express an opinion on these consolidated financial statements based on our audits. We are
a public accounting firm registered with the PCAOB and are required to be independent with respect to the
Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the
Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we
plan and perform the audit to obtain reasonable assurance about whether the consolidated financial
statements are free of material misstatement, whether due to error or fraud. Our audits included performing
procedures to assess the risks of material misstatement of the consolidated financial statements, whether due
to error or fraud, and performing procedures that respond to those risks. Such procedures included examining,
on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements. Our
audits also included evaluating the accounting principles used and significant estimates made by
management, as well as evaluating the overall presentation of the consolidated financial statements. We
believe that our audits provide a reasonable basis for our opinion.

F-2

Critical Audit Matter

The critical audit matter communicated below is a matter arising from the current period audit of the
consolidated financial statements that was communicated or required to be communicated to the audit
committee and that: (1) relates to accounts or disclosures that are material to the consolidated financial
statements and (2) involved our especially challenging, subjective, or complex judgments. The communication
of a critical audit matter does not alter in any way our opinion on the consolidated financial statements, taken
as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on
the critical audit matter or on the accounts or disclosures to which it relates.

Assessment of the Allowance for Credit Losses related to Private Education Loans Evaluated on a
Collective Basis

As discussed in Note 2 to the consolidated financial statements, the Company adopted ASU No. 2016-13,
Financial instruments – Credit Losses (ASC Topic 326), as of January 1, 2020. The total allowance for
credit losses as of January 1, 2020 was $1,585.0 million, a portion of which related to the Company’s
allowance for credit losses on private education loans evaluated on a collective basis (the January 1,
2020 ACL). As discussed in Notes 2 and 7 to the consolidated financial statements, the Company’s total
allowance for credit losses as of December 31, 2020 was $1,361.7 million, of which $1,251.6 million
related to the Company’s allowance for credit losses on private education loans evaluated on a collective
basis (the December 31, 2020 ACL). For all loans carried at amortized cost, upon loan origination, the
Company is required to measure the allowance for credit losses based on the estimate of all current
expected credit losses over the remaining contractual term of the loans. In determining the lifetime
expected credit losses on the private education loan portfolio, the Company uses a discounted cash flow
model. This method requires the Company to project future principal and interest cash flows on the loans
in this portfolio. The Company estimated the future expected cash flows following 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
for credit losses. In determining the loss rates used for the vintage-based approach, the Company starts
with historical loss rates, stratifies the loans within each vintage, and then adjusts the loss rates based
upon exogenous factors over a reasonable and supportable forecast period. At the end of the reasonable
and supportable forecast period, the forecast is immediately reverted to historical averages. The cash
flows are then discounted at the loan’s effective interest rate to calculate the present value of those cash
flows. In estimating current expected credit losses, the Company uses a combination of expected
economic scenarios, which are weighted based upon the current economic conditions and the Company’s
view of the risks of alternate outcomes. In addition to this modeling approach, the Company also takes
certain qualitative factors, including but 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 into consideration when calculating the January 1,
2020 ACL and December 31, 2020 ACL.

F-3

We identified the assessment of the January 1, 2020 ACL and December 31, 2020 ACL as a critical audit
matter. A high degree of audit effort, including specialized skills and knowledge, and subjective and
complex auditor judgment was involved in the assessment of the ACL due to significant measurement
uncertainty. Specifically, the assessment of the ACL methodology encompassed the evaluation of the
development and mathematical accuracy of the discounted cash flow model and the model’s key factors
and assumptions, including (1) the economic scenarios, (2) probabilities assigned to each economic
scenario weighting (3) the reasonable and supportable forecast periods, (4) the immediate reversion
assumption after the reasonable and supportable forecast period, (5) prepayment rates, and (6) the
qualitative factors. The assessment also included an evaluation of the conceptual soundness and
performance of the discounted cash flow model. In addition, auditor judgement was required to evaluate
the sufficiency of audit evidence obtained.

The following are the primary procedures we performed to address the critical audit matter. We evaluated
the design and tested the operating effectiveness of certain internal controls related to the Company’s
measurement of the ACL estimates, including controls over the:

•

development of the ACL methodology

development of the discounted cash flow model

performance monitoring of the discounted cash flow for the December 31, 2020 ACL

determination and measurement of the significant assumptions used in the model

development of the qualitative factors

calculation of the ACL estimate

analysis of the ACL results, trends, and ratios.

We evaluated the Company’s process to develop the ACL estimates by testing certain sources of data,
factors, and assumptions that the Company used, and considered the relevance and reliability of such
data, factors, and assumptions. In addition, we involved credit risk professionals with specialized skills
and knowledge, who assisted in:

•

evaluating the Company’s ACL methodology for compliance with U.S. generally accepted accounting
principles

evaluating judgments made by the Company relative to the development and performance testing of
the discounted cash flow model by comparing them to the relevant Company-specific metrics and
trends

assessing the conceptual soundness and performance testing of the discounted cash flow model by
inspecting the model documentation to determine whether the model is suitable for its intended use

evaluating the methodology used to develop the economic scenarios and underlying assumptions by
comparing it to the Company’s business environment and relevant industry practices

assessing the economic scenarios through comparison to publicly available forecasts and the
probabilities assigned to each weighting.

testing the reasonable and supportable forecast periods to evaluate the length of each period by
comparing to specific portfolio risk characteristics and trends

evaluating the methodology used to develop the qualitative factors and the effect of those factors on
the ACL compared with relevant credit risk factors and consistency with credit trends and identified
limitations of the underlying quantitative discounted cash flow model

testing the mathematical accuracy of certain computations of the estimate.

F-4

We also assessed the sufficiency of the audit evidence obtained related to the January 1, 2020 ACL and
December 31, 2020 ACL by evaluating the cumulative results of the audit procedures and potential bias in
the accounting estimates.

/s/ KPMG LLP

We have served as the Company’s auditor since 2013.

McLean, Virginia

February 25, 2021

F-5

Report of Independent Registered Public Accounting Firm

To the Stockholders and Board of Directors
SLM Corporation:

Opinion on Internal Control Over Financial Reporting

We have audited SLM Corporation and subsidiaries’ (the Company) internal control over financial reporting as
of December 31, 2020, based on criteria established in Internal Control – Integrated Framework (2013) issued
by the Committee of Sponsoring Organizations of the Treadway Commission. In our opinion, the Company
maintained, in all material respects, effective internal control over financial reporting as of December 31, 2020,
based on criteria established in Internal Control – Integrated Framework (2013) issued by the Committee of
Sponsoring Organizations of the Treadway Commission.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board
(United States) (PCAOB), the consolidated balance sheets of the Company as of December 31, 2020 and
2019, the related consolidated statements of income, comprehensive income, changes in equity, and cash
flows for each of the years in the three-year period ended December 31, 2020, and the related notes
(collectively, the consolidated financial statements), and our report dated February 25, 2021 expressed an
unqualified opinion on those consolidated financial statements.

Basis for Opinion

The Company’s management is responsible for maintaining effective internal control over financial reporting
and for its assessment of the effectiveness of internal control over financial reporting, included in the
accompanying Management’s Report on Internal Control over Financial Reporting. Our responsibility is to
express an opinion on the Company’s internal control over financial reporting based on our audit. We are a
public accounting firm registered with the PCAOB and are required to be independent with respect to the
Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the
Securities and Exchange Commission and the PCAOB.

We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan
and perform the audit to obtain reasonable assurance about whether effective internal control over financial
reporting was maintained in all material respects. Our audit of internal control over financial reporting included
obtaining an understanding of internal control over financial reporting, assessing the risk that a material
weakness exists, and testing and evaluating the design and operating effectiveness of internal control based
on the assessed risk. Our audit also included performing such other procedures as we considered necessary
in the circumstances. We believe that our audit provides a reasonable basis for our opinion.

Definition and Limitations of Internal Control Over Financial Reporting

A company’s internal control over financial reporting is a process designed to provide reasonable assurance
regarding the reliability of financial reporting and the preparation of financial statements for external purposes
in accordance with generally accepted accounting principles. A company’s internal control over financial
reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in
reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company;
(2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of
financial statements in accordance with generally accepted accounting principles, and that receipts and
expenditures of the company are being made only in accordance with authorizations of management and
directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of

F-6

unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the
financial statements.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect
misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that
controls may become inadequate because of changes in conditions, or that the degree of compliance with the
policies or procedures may deteriorate.

McLean, Virginia
February 25, 2021

/s/ KPMG LLP

F-7

SLM CORPORATION

CONSOLIDATED BALANCE SHEETS
(In thousands, except share and per share amounts)

December 31,

2020

2019

Assets
Cash and cash equivalents . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

4,455,292 $

5,563,877

Investments:

Trading investments at fair value (cost of $12,551) . . . . . . . . . . . . . . . .

16,923

—

Available-for-sale investments at fair value (cost of $1,986,957 and
$485,756, respectively) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Other investments . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Total investments . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Loans held for investment (net of allowance for losses of $1,361,723 and
$441,912, respectively) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Loans held for sale . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Restricted cash . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Other interest-earning assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Accrued interest receivable . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Premises and equipment, net . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Income taxes receivable, net . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Tax indemnification receivable . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Other assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

1,996,634

80,794

2,094,351

19,183,143
2,885,640
154,417
42,874
1,387,305

154,670
374,706
18,492
19,533

487,669

84,420

572,089

24,667,792
—
156,883
52,564
1,392,725

134,749
88,844
27,558
29,398

Total assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

30,770,423 $

32,686,479

Liabilities

Deposits . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Short-term borrowings . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Long-term borrowings . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Upromise member accounts . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Other liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Total liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Commitments and contingencies
Equity

Preferred stock, par value $0.20 per share, 20 million shares authorized:

22,666,039 $

—
5,189,217
—
352,332
28,207,588

24,283,983
289,230
4,354,037
192,662
254,731
29,374,643

Series B: 2.5 million and 4 million shares issued, respectively, at stated
value of $100 per share . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

251,070

400,000

Common stock, par value $0.20 per share, 1.125 billion shares
authorized: 456.7 million and 453.6 million shares issued, respectively . .
Additional paid-in capital . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Accumulated other comprehensive loss (net of tax benefit of $(10,908)
and $(3,995), respectively) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Retained earnings . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Total SLM Corporation stockholders’ equity before treasury stock . . . . .

Less: Common stock held in treasury at cost: 81.4 million and 32.5
million shares, respectively . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

91,346
1,331,247

90,720
1,307,630

(34,200)
1,722,365

3,361,828

(12,367)
1,850,512

3,636,495

(798,993)

(324,659)

Total equity . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

2,562,835

3,311,836

Total liabilities and equity . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

30,770,423 $

32,686,479

See accompanying notes to consolidated financial statements.

F-8

SLM CORPORATION

CONSOLIDATED STATEMENTS OF INCOME
(In thousands, except per share amounts)

Years Ended December 31,

2020

2019

2018

Interest income:

Loans . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

1,989,004 $

2,249,169 $

1,894,687

Investments . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Cash and cash equivalents . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

11,743

20,913

7,607

74,256

6,162

34,503

Total interest income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

2,021,660

2,331,032

1,935,352

Interest expense:

Deposits . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Interest expense on short-term borrowings . . . . . . . . . . . . . . . . . . . .

Interest expense on long-term borrowings . . . . . . . . . . . . . . . . . . . . .

Total interest expense . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

393,194

14,459

134,014

541,667

547,746

6,193

153,778

707,717

389,349

5,833

127,106

522,288

Net interest income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

1,479,993

1,623,315

1,413,064

Less: provisions for credit losses . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

93,133

354,249

244,864

Net interest income after provisions for credit losses . . . . . . . . . . . . . .

1,386,860

1,269,066

1,168,200

Non-interest income (loss):

Gains on sales of loans, net . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Losses on sales of securities, net . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Gains (losses) on derivatives and hedging activities, net . . . . . . . . . .

Other income (loss) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Total non-interest income (loss) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Non-interest expenses:

Compensation and benefits . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

FDIC assessment fees . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Other operating expenses . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Total operating expenses . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Restructuring expenses . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Total non-interest expenses . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

238,315

—

49,544

43,590

331,449

282,497

21,956

233,635

538,088

26,215

564,303

Income before income tax expense . . . . . . . . . . . . . . . . . . . . . . . . . . . .

1,154,006

Income tax expense . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Net income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Preferred stock dividends . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Net income attributable to SLM Corporation common stock . . . . . . . .

Basic earnings per common share attributable to SLM Corporation . .

Average common shares outstanding . . . . . . . . . . . . . . . . . . . . . . . . . .

Diluted earnings per common share attributable to SLM Corporation .

Average common and common equivalent shares outstanding . . . . . .

Declared dividends per common share attributable to SLM
Corporation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

273,316

880,690

9,734

870,956 $

561,439 $

2.27 $

1.31 $

383,705

427,292

2.25 $

1.30 $

387,195

430,674

0.12 $

—

See accompanying notes to consolidated financial statements.

F-9

—

17,825

31,102

48,927

278,229

32,852

263,172

574,253

—

574,253

743,740

165,464

578,276

16,837

2,060

(1,549)

(87)

(52,319)

(51,895)

252,346

32,786

271,844

556,976

—

556,976

559,329

71,853

487,476

15,640

471,836

1.08

435,054

1.07

439,681

SLM CORPORATION

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
(In thousands)

Years Ended December 31,

2020

2019

2018

Net income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

880,690 $

578,276 $

487,476

Other comprehensive income (loss):

Unrealized gains (losses) on investments . . . . . . . . . . . . . . .

Unrealized gains (losses) on cash flow hedges . . . . . . . . . . .

Total unrealized gains (losses) . . . . . . . . . . . . . . . . . . . . . . .

Income tax (expense) benefit . . . . . . . . . . . . . . . . . . . . . . . . . .

Other comprehensive income (loss), net of tax (expense)
benefit . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

7,764

(36,511)

(28,747)

6,914

7,993

(38,414)

(30,421)

7,431

(2,561)

11,907

9,346

(2,333)

(21,833)

(22,990)

7,013

Total comprehensive income . . . . . . . . . . . . . . . . . . . . . . . . . .

858,857 $

555,286 $

494,489

See accompanying notes to consolidated financial statements.

F-10

SLM CORPORATION

CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY
(In thousands, except share and per share amounts)

Common Stock Shares

Preferred Stock
Shares

Issued

Treasury

Outstanding

Preferred Stock

Common Stock

Additional
Paid-In Capital

Accumulated
Other
Comprehensive
Income

Retained
Earnings

Treasury Stock

Total SLM
Corporation
Equity

4,000,000

443,463,587

(11,087,337)

432,376,250

400,000

88,693

1,222,277

2,748

868,182

(107,644) $

2,474,256

—

6,392,634

—

6,392,634

—

(3,087,396)

—

1,279

—

20,834

31,524

—

487,476

7,013

—

592

270

—

(592)

591

(15,640)

—

487,476

7,013

494,489

—

861

(15,640)

22,113

31,524

(34,947)

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

Balance at December 31, 2017

Net income . . . . . . . . . . . . . .

Other comprehensive
income, net of tax . . . . . . . . .

Total comprehensive income . .

Reclassification resulting from
the adoption of ASU No.
2018-02 . . . . . . . . . . . . . . . . . . .

Reclassification resulting from
the adoption of ASU No.
2017-12 . . . . . . . . . . . . . . . . . . .

Cash dividends:

Preferred Stock, series B
($3.91 per share) . . . . . . . . .

Issuance of common shares . . .

Stock-based compensation
expense . . . . . . . . . . . . . . . . . . .

Shares repurchased related to
employee stock-based
compensation plans . . . . . . . . .

Balance at December 31, 2018

See accompanying notes to consolidated financial statements.

F-11

Balance at December 31, 2018

Net income . . . . . . . . . . . . . .

Other comprehensive loss,
net of tax . . . . . . . . . . . . . . . .

Total comprehensive income . .

Cash dividends:

Common Stock ($0.12 per
share) . . . . . . . . . . . . . . . . . .

Preferred Stock, series B
($4.21 per share) . . . . . . . . .

Dividend equivalent units
related to employee stock-
based compensation plans . . .

Issuance of common shares . . .

Stock-based compensation
expense . . . . . . . . . . . . . . . . . . .

Common stock repurchased . .

Shares repurchased related to
employee stock-based
compensation plans . . . . . . . . .

Balance at December 31, 2019

SLM CORPORATION

CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY
(In thousands, except share and per share amounts)

Common Stock Shares

Preferred Stock
Shares

Issued

Treasury

Outstanding

Preferred Stock

Common Stock

Additional
Paid-In Capital

Accumulated
Other
Comprehensive
Income

Retained
Earnings

Treasury Stock

Total Equity

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

—

3,743,705

—

3,743,705

—

(16,962,199)

(1,369,630)

—

748

—

2,627

30,363

—

578,276

—

(51,114)

(16,837)

(5)

—

175

—

(22,990)

—

578,276

(22,990)

555,286

(51,114)

(16,837)

—

3,375

30,538

(167,201)

—

(14,867)

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

See accompanying notes to consolidated financial statements.

F-12

SLM CORPORATION

CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY
(In thousands, except share and per share amounts)

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

Cumulative adjustment for
the adoption of ASU No.
2016-13 (CECL) . . . . . . . . . .

—

(952,639)

—

(952,639)

Balance at January 1, 2020 . . .

4,000,000

453,599,926

(32,506,562)

421,093,364

400,000

90,720

1,307,630

Net income . . . . . . . . . . . . . . .

Other comprehensive loss,
net of tax . . . . . . . . . . . . . . . . .

Total comprehensive income . .

Cash dividends declared:

Common Stock ($0.12 per
share) . . . . . . . . . . . . . . . . . . .

Preferred Stock, series B
($2.56 per share) . . . . . . . . . .

Repurchase of Preferred Stock,
series B . . . . . . . . . . . . . . . . . . . .

Dividend equivalent units
related to employee stock-based
compensation plans . . . . . . . . . .

Issuance of common shares . . . .

Stock-based compensation
expense . . . . . . . . . . . . . . . . . . . .

Common stock repurchased . . .

Shares repurchased related to
employee stock-based
compensation plans . . . . . . . . . .

—

(1,489,304)

—

3,129,325

—

3,129,325

—

(47,736,847)

(1,197,843)

—

(148,930)

—

626

—

80,875

271

2,976

36,418

(96,923)

—

(12,367)

—

(21,833)

—

897,873

880,690

—

(46,351)

(9,734)

—

(281)

—

168

—

(324,659)

2,359,197

—

880,690

(21,833)

858,857

(46,351)

(9,734)

(68,055)

(10)

3,602

36,586

(461,244)

(558,167)

—

(13,090)

Balance at December 31, 2020 .

2,510,696

456,729,251

(81,441,252)

375,287,999

251,070

91,346

1,331,247

(34,200)

1,722,365

(798,993)

2,562,835

See accompanying notes to consolidated financial statements.

F-13

SLM CORPORATION

CONSOLIDATED STATEMENTS OF CASH FLOWS
(In thousands)

Operating activities

Net income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

$ 880,690 $ 578,276 $ 487,476

Years Ended December 31,

2020

2019

2018

354,249

244,864

(9,714)

(63,301)

Adjustments to reconcile net income to net cash (used in) provided by operating activities:

Provisions for credit losses . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Deferred tax provision (benefit) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Amortization of brokered deposit placement fee . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Amortization of Secured Borrowing Facility upfront fee . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Amortization of deferred loan origination costs and loan premium/(discounts), net . . . . . . .

Net amortization of discount on investments . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Reduction of tax indemnification receivable . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Depreciation of premises and equipment . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Stock-based compensation expense . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

93,133

72,776

19,401

2,976

24,152

6,350

9,066

15,066

36,464

17,788

1,117

13,049

2,069

11,649

14,669

30,600

Unrealized (gains) losses on derivative and hedging activities, net . . . . . . . . . . . . . . . . . . . .

(10,333)

(19,046)

Gains on sale of loans, net . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

(238,315)

Losses on sales of securities, net . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

—

Gain on sale of Upromise subsidiary, net . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

(11,331)

—

Other adjustments to net income, net . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

8,810

3,724

Changes in operating assets and liabilities:

13,055

1,128

10,905

1,712

92,815

13,829

31,524

(1,353)

(2,060)

1,549

—

7,446

Increase in accrued interest receivable . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

(876,703)

(963,885)

(864,461)

Increase in non-marketable securities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Decrease (increase) in other interest-earning assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Decrease in tax indemnification receivable . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Increase in other assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Decrease in income tax payable, net . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

(Decrease) increase in accrued interest payable . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

(839)

9,690

—

(50,454)

(45,611)

(14,602)

Decrease in Upromise member accounts due to sale . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

(193,840)

Increase in other liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

80,785

(10,700)

(25,407)

—

(3,091)

(30,191)

13,817

—

5,386

(5,000)

(5,571)

35,989

(64,777)

(79,693)

25,979

—

15,204

Total adjustments . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

(1,063,359)

(593,917)

(590,217)

Total net cash used in operating activities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

(182,669)

(15,641)

(102,741)

Investing activities

Loans acquired and originated . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

(5,378,283)

(6,138,105)

(6,493,367)

Net proceeds from sales of loans held for investment . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

3,875,737

—

Proceeds from claim payments . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

28,709

42,869

44,832

54,659

Net decrease in loans held for investment . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

3,832,991

4,094,021

3,076,992

Purchases of available-for-sale securities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

(2,083,261)

(356,414)

(15,876)

Proceeds from sales and maturities of available-for-sale securities . . . . . . . . . . . . . . . . . . . .

Proceeds for sale of Upromise subsidiary, net . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

654,515

16,922

50,915

77,897

—

Total net cash provided by (used in) investing activities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

947,330

(2,306,714)

(3,254,863)

Financing activities

Brokered deposit placement fee . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

(4,810)

(27,978)

(25,785)

Net (decrease) increase in certificates of deposit . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

(2,428,094)

4,349,741

2,525,040

Net increase in other deposits . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

704,382

923,793

918,420

Issuance costs for collateralized borrowings . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

(1,402)

—

Borrowings collateralized by loans in securitization trusts - issued . . . . . . . . . . . . . . . . . . . .

1,338,641

1,105,594

1,891,027

Borrowings collateralized by loans in securitization trusts - repaid . . . . . . . . . . . . . . . . . . . .

(1,003,327)

(1,042,892)

(888,640)

Borrowings under Secured Borrowing Facility . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

—

297,800

300,000

Repayment of borrowings under Secured Borrowing Facility . . . . . . . . . . . . . . . . . . . . . . . .

(289,230)

Fees paid - Secured Borrowing Facility . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Issuance costs for unsecured debt offering . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

(3,256)

(1,309)

(8,570)

(1,116)

—

(300,000)

(1,098)

—

F-14

Unsecured debt issued . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

495,000

—

Preferred stock dividends paid . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

(9,734)

(16,837)

(15,640)

Repurchase of Series B Preferred Stock . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Common stock dividends paid . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

(68,055)

(46,351)

—

(51,114)

Common stock repurchased . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

(558,167)

(167,201)

—

Net cash (used in) provided by financing activities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

(1,875,712)

5,361,220

4,403,324

Net (decrease) increase in cash, cash equivalents and restricted cash . . . . . . . . . . . . . . . . . . . .

(1,111,051)

3,038,865

1,045,720

Cash, cash equivalents and restricted cash at beginning of year . . . . . . . . . . . . . . . . . . . . . . . .

5,720,760

2,681,895

1,636,175

Cash, cash equivalents and restricted cash at end of year . . . . . . . . . . . . . . . . . . . . . . . . . .

$ 4,609,709 $ 5,720,760 $ 2,681,895

Cash disbursements made for:

Interest . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

$ 517,444 $ 666,018 $ 472,459

Income taxes paid . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

$ 248,122 $ 201,792 $ 228,074

Income taxes refunded . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

(6,219) $

(853) $

(13,449)

Reconciliation of the Consolidated Statements of Cash Flows to the Consolidated Balance
Sheets:

Cash and cash equivalents . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

$ 4,455,292 $ 5,563,877 $ 2,559,106

Restricted cash . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

154,417

156,883

122,789

Total cash, cash equivalents and restricted cash . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

$ 4,609,709 $ 5,720,760 $ 2,681,895

See accompanying notes to consolidated financial statements.

F-15

SLM CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Dollars in thousands, unless otherwise noted)

1. Organization and Business

SLM Corporation (“Sallie Mae,” “SLM,” the “Company,” “we,” “our” or “us”) is a holding company that operates

through a number of subsidiaries and is the premier brand for college and continuous education.

While the Sallie Mae name has existed for more than 40 years, the company that operates as Sallie Mae today, SLM

Our primary business is to originate and service loans we make to students and their families to finance the cost of their

education. 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
Federal Family Education Loan Program (“FFELP Loans”). The core of our marketing strategy is to generate Private Education
Loan originations by promoting our products on campuses through the financial aid offices as well as through online and direct
marketing to students and their families. The Bank is regulated by the Utah Department of Financial Institutions (the “UDFI”),
the Federal Deposit Insurance Corporation (the “FDIC”) and the Consumer Financial Protection Bureau (the “CFPB”).

F-16

SLM CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Dollars in thousands, unless otherwise noted)

2. Significant Accounting Policies

Use of Estimates and Assumptions

The financial reporting and accounting policies of SLM Corporation conform to generally accepted accounting principles

in the United States of America (“GAAP”). The preparation of financial statements in conformity with GAAP requires
management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of
contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during
the reporting period. Actual results could differ from those estimates. Key accounting policies that include significant
judgments and estimates include the valuation of allowance for credit losses and derivative accounting.

Consolidation

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.

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: (1) the power to direct the activities of the VIE that most significantly impact
the VIE’s economic performance and (2) the obligation to absorb losses or receive benefits of the entity that could potentially
be significant to the VIE.

Cash and Cash Equivalents

Cash and cash equivalents include cash held in the Federal Reserve Bank of San Francisco (the “FRB”) and commercial

bank accounts, and other short-term liquid instruments with original maturities of three months or less. Fees associated with
investing cash and cash equivalents are amortized into interest income using the effective interest rate method.

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.

Available-for-Sale Investments

Investments consisted of mortgage-backed securities, Utah Housing Corporation bonds and U.S. government-sponsored
enterprises and Treasury securities. We record our investment purchases and sales on a trade date basis. The amortized cost of
debt securities is adjusted for amortization of premiums and accretion of discounts, which are amortized using the effective
interest rate method.

Our investments are classified as available-for-sale and reported at fair value. Unrealized gains or losses on available-for-

sale investments are recorded in equity and reported as a component of other comprehensive income (loss), net of applicable
income taxes, unless a decline in the investment’s value is considered to be other-than-temporary, in which case the loss is
recorded directly to earnings.

Management reviews all investments at least quarterly to determine whether any impairment is other-than-temporary.

Impairment is evaluated by considering several factors, including the length of time and extent to which the fair value has been
less than cost, the financial condition and near-term prospects of the issuer, and the intent and ability to retain the investment to

F-17

SLM CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Dollars in thousands, unless otherwise noted)

2. Significant Accounting Policies (Continued)

allow for an anticipated recovery in fair value. If, based on the analysis, it is determined that the impairment is other-than-
temporary, the investment is written down to fair value and a loss is recognized through earnings.

Other Investments

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.

We also 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.

Loans Held for Investment

Loans, consisting of Private Education Loans, FFELP Loans, and our suite of credit cards (“Credit Cards”) that we have
the ability and intent to hold for the foreseeable future, are classified as held for investment, and are carried at amortized cost.
Amortized cost includes the unamortized premiums, discounts, and capitalized origination costs and fees, all of which are
amortized to interest income as discussed under “Loan Interest Income.” Loans which are held for investment are reported net
of an allowance for credit losses.

Loans Held for Sale

Any loans we have not classified as held for investment are classified as held-for-sale and are carried at the lower of cost
or fair value. Loans are classified as held-for-sale when we have the intent and ability to sell such loans. Loans which are held-
for-sale do not have the associated premium, discount, and capitalized origination costs and fees amortized into interest income.
When a decision has been made to sell loans not previously classified as held for sale, such loans are transferred into the held-
for-sale classification and carried at the lower of amortized cost basis (which excludes any allowance for credit losses) or fair
value. At the time of the transfer to the held-for-sale classification, any amount by which the amortized cost basis exceeds fair
value is accounted for as a valuation allowance. In addition, once a loan is classified as held-for-sale, we reverse any allowance
for loan loss applicable to these loans.

As market conditions permit, we may sell or securitize loans as a source of financing for other loans. Due to varying
structuring terms, certain transactions may qualify for sale treatment while others do not qualify for sale treatment and are
recorded as financings. All of our education loans are initially categorized as held for investment. It is only when we have
selected the loans to sell or securitize and the transaction qualifies as a sale that we transfer the loans into the held-for-sale
classification and carry them at the lower of cost or fair value. If we anticipate recognizing a gain related to the impending
securitization or sale, then the fair value of the loans is higher than their respective cost basis and no valuation allowance is
recorded.

Restricted Cash

Restricted cash primarily includes amounts held in student loan securitization trusts and other secured borrowings. This
cash must be used to make payments related to trust obligations. Amounts on deposit in these accounts are primarily the result
of timing differences between when principal and interest is collected on the trust assets and when principal and interest is paid
on trust liabilities.

F-18

SLM CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Dollars in thousands, unless otherwise noted)

2. Significant Accounting Policies (Continued)

Allowance for Credit Losses 2020

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 portfolio loan segments, 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,

In determining the loss rates used for the vintage-based approach, we start with our historical loss rates, stratify the loans

In estimating our current expected credit losses, we use a combination of expected economic scenarios 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. 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.

The evaluation of the allowance for credit losses is inherently subjective, as it requires material estimates that may be

F-19

SLM CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Dollars in thousands, unless otherwise noted)

2. Significant Accounting Policies (Continued)

• Economic forecasts;

• Weighting of economic forecasts;

• Prepayment speeds;

• New loan volume, including commitments made but not yet disbursed; and

• Loan sales.

Management overlays can encompass a broad array of factors not captured by model inputs, such as changes in servicing

policies.

Below we describe in further detail our policies and procedures for the allowance for credit losses as they relate to our

Private Education Loan, Credit Card, and FFELP Loan portfolios. During the third quarter of 2020, we sold our entire Personal
Loan portfolio.

Allowance for Private Education Loan Losses

In addition to the key assumptions/estimates described above, some estimates are unique to our Private Education Loan

Additionally, when we have a contractual obligation to fund a loan or a portion of a loan at a later date, we make an

Key Credit Quality Indicators - Private Education Loans

We determine the collectability of our Private Education Loan portfolio by evaluating certain risk characteristics. We

Private Education Loans generally do not require borrowers to begin principal and interest repayment until at least six

F-20

SLM CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Dollars in thousands, unless otherwise noted)

2. Significant Accounting Policies (Continued)

school. At December 31, 2020 and 2019, 24 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 if the borrower has not made a required payment prior to the 31st

day after such payment was contractually due.

Troubled Debt Restructurings (“TDRs”)

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 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 December 31, 2020 and 2019,
approximately 47 percent and 50 percent, respectively, of TDRs were classified as such due to their forbearance status. For
additional information, see Note 7, “Allowance for Credit Losses.”

During the first quarter of 2020, the pandemic 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.

F-21

SLM CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Dollars in thousands, unless otherwise noted)

2. Significant Accounting Policies (Continued)

On March 27, 2020, then 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. Furthermore,
on December 27, 2020, the Consolidated Appropriations Act, 2021 (the “CAA”) was signed into law. The CAA provides for
additional COVID-19 focused relief and extends certain provisions of the CARES Act.

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 and CAA 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) January 1, 2022. We are continuing to apply TDR accounting to those loans
that were more than 30 days past due as of December 31, 2019 and were subsequently modified.

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 credit 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

Allowance for Credit Card Loans

We use the gross loss approach when estimating the allowance for credit 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 credit 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.

F-22

SLM CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Dollars in thousands, unless otherwise noted)

2. Significant Accounting Policies (Continued)

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 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 credit losses for FFELP Loans and related periodic provision
expense are relatively small.

Allowance for Credit Losses 2019

Prior to January 1, 2020, we maintained an allowance for credit losses at an amount sufficient to absorb probable losses

incurred in our portfolios, as well as regarding future loan commitments, at the reporting date based on a projection of estimated
probable credit losses incurred in the portfolio. We considered a loan to be impaired when, based on current information, a loss
had been incurred and it was probable that we would not receive all contractual amounts due. When making our assessment as
to whether a loan was impaired, we also took into account more than insignificant delays in payment. We generally evaluated
impaired loans on an aggregate basis by grouping similar loans.

We analyzed our portfolios to determine the effects that the various stages of delinquency and forbearance had on
borrower default behavior and ultimate charge off. We estimated the allowance for credit losses for our loan portfolios using a
roll rate analysis of delinquent and current accounts. A “roll rate analysis” is a technique used to estimate the likelihood that a
loan receivable may progress through the various delinquency stages and ultimately charge off. We also took into account the
current and future economic environment and certain other qualitative factors when calculating the allowance for credit losses.

The evaluation of the allowance for credit losses is inherently subjective, as it required material estimates that may be

susceptible to significant changes. Our default estimates were based on a loss emergence period of one year for Private
Education Loans, Personal Loans and Credit Cards and two years for FFELP Loans. A loss emergence period represents the
expected period between the first occurrence of an event likely to cause a loss on a loan and the date the loan is expected to be
charged off, taking into consideration account management practices that affect the timing of a loss, such as the usage of
forbearance. The loss emergence period underlying the allowance for credit losses was subject to a number of assumptions. If
actual future performance in delinquency, charge-offs and recoveries was significantly different than estimated, or account
management assumptions or practices were to change, this could materially affect the estimate of the allowance for credit
losses, the timing of when losses were recognized, and the related provision for credit losses on our consolidated statements of
income.

We utilized various models to determine an appropriate allowance for credit losses. Changes to model inputs were made

as deemed necessary. The models were reviewed and validated periodically.

Below we describe in further detail our policies and procedures for the allowance for credit losses in 2019 as they relate

to our Private Education Loan, Personal Loan, FFELP Loan portfolios and Credit Cards.

F-23

SLM CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Dollars in thousands, unless otherwise noted)

2. Significant Accounting Policies (Continued)

Allowance for Private Education Loan Losses 2019

Prior to January 1, 2020, in determining the allowance for credit losses on our Private Education Loans that are not

TDRs, we estimated the principal amount of loans that would default over the next year (one year being the expected period
between a loss trigger event and default) using a roll rate model and how much we expected to recover over the same one-year
period related to the defaulted amount. The expected defaults less our expected recoveries adjusted for any qualitative factors
(discussed below) equaled the allowance related to this portfolio. Our historical experience indicates that, on average, the time
between the date that a customer experiences a default causing event (i.e., the loss trigger event) and the date that we charge off
the unrecoverable portion of that loan is one year.

In estimating both the non-TDR and TDR allowance amounts, we started with historical experience of customer

delinquency and default behavior. We made judgments about which historical period to start with and then made further
judgments about whether that historical experience was representative of future expectations and whether additional
adjustments may be needed to those historical default rates. We also took certain other qualitative factors into consideration
when calculating the allowance for credit losses. These qualitative factors include, but were not limited to, changes in the
economic environment, 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 credit losses.

Certain Private Education Loans do not require borrowers to begin repayment until at least six months after they have

graduated or otherwise left school. Consequently, the loss estimates for these loans was generally low while the borrower is in
school. At December 31, 2019, 25 percent of the principal balance in the Private Education Loan portfolio was related to
borrowers who were in an in-school (fully deferred), grace, or deferment status and not required to make payments. As this
population of borrowers leaves school, they will be required to begin payments on their loans, and the allowance for losses
could change accordingly.

Similar to the rules governing FFELP payment requirements, our collection policies allow for periods of nonpayment for

borrowers requesting additional payment grace periods upon leaving school or experiencing temporary difficulty meeting
payment obligations. This is referred to as forbearance status and was considered separately in the allowance for credit losses.
The loss emergence period was in alignment with the typical collection cycle and took into account these periods of
nonpayment.

As part of concluding on the adequacy of the allowance for credit losses, we reviewed key allowance and loan metrics.

The most relevant 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.

We consider a loan to be delinquent if the borrower has not made a required payment prior to the 31st day after such
payment was contractually due. We used a model to estimate the amount of uncollectible accrued interest on Private Education
Loans and reserved for that amount against current period interest income.

Our non-TDR allowance for credit losses was estimated using an analysis of delinquent and current accounts. Our roll

rate model was used to estimate the likelihood that a loan receivable may progress through the various delinquency stages and
ultimately charge off. Once a charge-off forecast was estimated, a recovery assumption was layered on top. In estimating
recoveries, we used 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.

The roll rate analysis model was based upon actual experience using the 120 day charge-off default aversion strategies.

Once the quantitative calculation was performed, we reviewed the adequacy of the allowance for credit losses and determined if
qualitative adjustments needed to be considered.

F-24

SLM CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Dollars in thousands, unless otherwise noted)

2. Significant Accounting Policies (Continued)

Allowance for Personal Loans 2019

Prior to January 1, 2020, we maintained an allowance for Personal Loan losses at an amount sufficient to absorb losses

estimated and viewed at the reporting date as probable credit losses to be incurred in the portfolio. In determining the allowance
for credit losses on our Personal Loan portfolio that were not TDRs, we estimated the principal amount of the loans that would
default over the next twelve months (twelve months being the expected period between a loss trigger event and default) and
how much we expected to recover over the same twelve-month period related to the defaulted amounts. The expected defaults
less our expected recoveries adjusted for any qualitative factors equaled the allowance related to this portfolio. At December 31,
2019, there were no Personal Loans classified as TDRs.

Troubled Debt Restructurings 2019

Separately, for our TDR portfolio, we estimated an allowance amount sufficient to cover life-of-loan expected losses
through an impairment calculation based on the difference between the loan’s basis and the present value of expected future
cash flows (which would include life-of-loan default and recovery assumptions) discounted at the loan’s original effective
interest rate. Our TDR portfolio is comprised mostly of loans with interest rate reductions and loans with forbearance usage
greater than three months during a 24-month period, as further described above.

Allowance for FFELP Loan Losses 2019

FFELP Loans are insured as to their principal and accrued interest in the event of default subject to a risk-sharing level

The 2019 allowance for FFELP Loan losses used historical experience of customer default behavior and a two-year loss

emergence period to estimate the credit losses incurred in the loan portfolio at the reporting date. We applied the default rate
projections, net of applicable risk sharing, to each category for the relevant period to perform our quantitative calculation. Once
the quantitative calculation was performed, we reviewed the adequacy of the allowance for credit losses and determined if
qualitative adjustments needed to be considered.

Allowance for Credit Cards 2019

The 2019 allowance for Credit Card losses was management’s estimate of credit losses inherent in the Credit Card

portfolio at the relevant balance sheet date. The allowance for Credit Card losses used historical loss rates for accounts with
similar characteristics (based on industry data) as a reasonable basis to estimate future losses. At December 31, 2019, there
were no Credit Cards classified as TDRs.

Deposits

Our retail deposit accounts are principally certificates of deposit (“CDs”), money market deposit accounts (“MMDAs”)

and high-yield savings (“HYS”) accounts. CDs are accounts that have a stipulated maturity and interest rate. Retail CDs may be
withdrawn early, but a penalty is assessed. MMDA and HYS accounts are both interest and non-interest bearing accounts that
have no maturity or expiration date. For retail MMDA and HYS accounts, the depositor may be required to give written notice
of any intended withdrawal not less than seven days before the withdrawal is made.

The Bank also includes brokered CDs in its funding base. Early withdrawal of brokered CDs is prohibited (except in the

case of death or legal incapacity). Other deposit accounts include large interest-bearing omnibus accounts deposited in the Bank
by commercial entities having custodial responsibilities for many underlying accounts. These omnibus accounts may be
structured with or without fixed maturities, and may have fixed or variable interest rates.

F-25

SLM CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Dollars in thousands, unless otherwise noted)

2. Significant Accounting Policies (Continued)

Fair Value Measurement

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

measurements are used in one of four ways:

•
•

•

In the consolidated balance sheet with changes in fair value recorded in the consolidated statement of income;
In the consolidated balance sheet with changes in fair value recorded in the accumulated other comprehensive income
section of the consolidated statement of changes in equity;
In the consolidated balance sheet for instruments carried at lower of cost or fair value with impairment charges recorded
in the consolidated statement of income; and
In the notes to the consolidated financial statements.

Fair value is defined as the price to sell an asset or transfer a liability in an orderly transaction between willing and able

market participants. In general, our policy in estimating fair value is to first look at observable market prices for identical assets
and liabilities in active markets, where available. When these are not available, other inputs are used to model fair value such as
prices of similar instruments, yield curves, volatilities, prepayment speeds, default rates and credit spreads (including for our
liabilities), relying first on observable data from active markets. Depending on current market conditions, additional
adjustments to fair value may be based on factors such as liquidity, credit, and bid/offer spreads. Transaction costs are not
included in the determination of fair value. When possible, we seek to validate the model’s output to market transactions.
Depending on the availability of observable inputs and prices, different valuation models could produce materially different fair
value estimates. The values presented may not represent future fair values and may not be realizable.

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. Classification is based on the lowest level of input that is
significant to the fair value of the instrument. The three levels are as follows:

•

Level 1 — Quoted prices (unadjusted) in active markets for identical assets or liabilities that we have the ability to
access at the measurement date. The types of financial instruments included in level 1 are highly liquid instruments with
quoted prices.
Level 2 — Inputs from active markets, other than quoted prices for identical instruments, are used to determine fair
value. Significant inputs are directly observable from active markets for substantially the full term of the asset or
liability being valued.
Level 3 — Pricing inputs significant to the valuation are unobservable. Inputs are developed based on the best
information available. However, significant judgment is required by us in developing the inputs.

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 fees 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 of
deferred direct origination and acquisition costs.

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.

F-26

SLM CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Dollars in thousands, unless otherwise noted)

2. Significant Accounting Policies (Continued)

For fixed-rate loans, when a prepayment occurs the unamortized balance of the basis adjustments is adjusted so that

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
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 have changed 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 provisions for credit 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 credit
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 income.

Interest Expense

Interest expense is based upon contractual interest rates adjusted for the amortization of issuance costs. We incur interest

expense on interest bearing deposits comprised of non-maturity savings deposits, brokered and retail CDs, and brokered and
retail MMDAs, as well as on unsecured and secured financings. Interest expense is recognized when amounts are contractually
due to deposit and debt holders and is adjusted for net payments/receipts related to interest rate swap agreements that qualify
and are designated hedges of interest-bearing liabilities. Interest expense also includes the amortization of deferred gains and
losses on closed hedge transactions that qualified as hedges. Amortization of debt issuance costs, premiums, discounts and
terminated hedge-basis adjustments are recognized using the effective interest rate method. We incur certain fees related to 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), including an unused Secured Borrowing Facility fee, and also
incur fees related to our term asset-backed securities (“ABS”). These fees are included in interest expense. Refer to Note 10,
“Deposits,” and Note 11, “Borrowings” for further details of our interest-bearing liabilities.

F-27

SLM CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Dollars in thousands, unless otherwise noted)

2. Significant Accounting Policies (Continued)

Gains on Sale of Loans, Net

We may participate and sell loans to third-parties and affiliates, including entities that were related parties prior to the
Spin-Off. These sales may occur through whole loan sales or securitization transactions that qualify for sales treatment. If a
transfer of loans qualifies as a sale, we derecognize the loan and recognize a gain or loss as the difference between the carry
basis of the loan sold and liabilities retained and the compensation received. We recognize the results of a transfer of loans
based upon the settlement date of the transaction. These loans were initially recorded as held for investment and were
transferred to held-for-sale immediately prior to sale or securitization.

In the second quarter of 2018, we sold our remaining $43 million portfolio of Split Loans (as hereinafter defined) (both
current and non-current loans) to Navient and recognized a net gain of $2 million. See Note 17, “Arrangements with Navient
Corporation,” for further discussion regarding loan purchase agreements. We did not sell loans in 2019.

Other Income

Our Upromise subsidiary had a number of programs that encouraged consumers to save for the cost of college education.

We had established a consumer savings network, which was designed to promote college savings by consumers who were
members of this program by encouraging them to purchase goods and services from the merchants that participate in the
program. Participating merchants generally paid Upromise fees based on member purchase volume, either online or in stores,
depending on the contractual arrangement with the merchant. We recognized revenue as marketing and administrative services
are rendered, based upon contractually determined rates and member purchase volumes. On May 31, 2020, we sold our
Upromise subsidiary to a third party, resulting in the loss of revenue from that business for the second half of 2020.

Also included in other income are late fees on both Private Education Loans and FFELP Loans, which we recognize

when the cash has been received, fees related to our Credit Card program, income for servicing private student loans for third-
parties and changes to our tax indemnification receivable from Navient.

Securitization Accounting

Our securitization transactions use a two-step structure with a special purpose entity VIE that legally isolates the

transferred assets from us in the event of bankruptcy or receivership. Transactions receiving sale treatment are also structured to
ensure that the holders of the beneficial interests issued are not constrained from pledging or exchanging their interests, and that
we do not maintain effective control over the transferred assets. If these criteria are not met, then the transaction is accounted
for as an on-balance sheet secured borrowing. If a securitization qualifies as a sale, we then assess whether we are the primary
beneficiary of the securitization trust and are required to consolidate such trust. We are considered the primary beneficiary if we
have both: (1) the power to direct the activities of the VIE that most significantly impact the VIE’s economic performance and
(2) the obligation to absorb losses or receive benefits of the entity that could potentially be significant to the VIE. There can be
considerable judgment as it relates to determining the primary beneficiary of the VIEs. There are no “bright line” tests. Rather,
the assessment of who has the power to direct the activities of the VIE that most significantly affect the VIE’s economic
performance and who has the obligation to absorb losses or receive benefits of the entity that could potentially be significant to
the VIE can be very qualitative and judgmental in nature. If we are the primary beneficiary, then no gain or loss is recognized.

We have determined that as the servicer of Sallie Mae securitization trusts, we meet the first primary beneficiary criterion

because we have the power to direct the activities of the VIE that most significantly impact the VIE’s economic performance.

Irrespective of whether a securitization receives sale or on-balance sheet treatment, our continuing involvement with our

securitization trusts is generally limited to:

•

Owning the equity certificates of certain trusts;

The servicing of the student loan assets within the securitization trusts, on both a pre- and post-default basis;

F-28

SLM CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Dollars in thousands, unless otherwise noted)

2. Significant Accounting Policies (Continued)

•

Our acting as administrator for the securitization transactions we sponsored;

Our responsibilities relative to representation and warranty violations; and

The option to exercise the clean-up call and purchase the student loans from the trust when the pool balance is 10
percent or less of the original pool balance.

In 2020 and 2019, we executed several secured financing transactions. Based upon our relationships with these

securitizations, we believe the consolidation assessment is straightforward. We consolidated our secured financing transactions
because either we did not meet the accounting criterion for sales treatment or we determined we were the primary beneficiary of
the VIE because we retained (a) the residual interest in the securitization and therefore had the obligation to absorb losses or
receive benefits of the entity that could potentially be significant to the VIE, as well as (b) the power to direct the activities of
the VIE in our role as servicer.

The investors in our securitization trusts have no recourse to our other assets should there be a failure of the trust to pay

when due. Generally, the only recourse the securitization trusts have to us is in the event we breach a seller representation or
warranty or our duties as master servicer and servicer, in which event we are obligated to repurchase the related loans from the
trust.

From time to time, we also engage in certain transactions that are not consolidated on our balance sheet due to the
transaction having met the criterion for sales treatment. In these transactions, we remove loans from our consolidated balance
sheet and recognize any assets retained and liabilities assumed at fair value, and record a gain or loss on the transferred loans.
Our continuing involvement in these securitization transactions mainly consists of acting as the primary servicer and holding
certain retained interests. We provide additional information regarding these types of activities in, Note 11, “Borrowings —
Unconsolidated VIEs.”

Derivative Accounting

We account for our derivatives, consisting of interest rate swaps, at fair value on the consolidated balance sheets as either

an asset or liability. Derivative positions are recorded as net positions by counterparty based on master netting arrangements
(see Note 12, “Derivative Financial Instruments”), exclusive of accrued interest and cash collateral held or pledged. 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 (the “CME”) and the London Clearing House (the “LCH”).
All variation margin payments on derivatives cleared through the CME and LCH are accounted for as legal settlement. As of
December 31, 2020, $8.2 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 95.3 percent and 4.7 percent, respectively, of
our total notional derivative contracts of $8.6 billion at December 31, 2020.

We determine the fair value for our derivative contracts primarily using pricing models that consider current market

conditions and the contractual terms of the derivative contracts. These pricing models consider interest rates, time value,
forward interest rate curves, and volatility factors. Inputs are generally from active financial markets.

F-29

SLM CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Dollars in thousands, unless otherwise noted)

2. Significant Accounting Policies (Continued)

On July 1, 2018, we adopted the Financial Accounting Standards Board’s (the “FASB”) Accounting Standards Update
(“ASU”) No. 2017-12, “Derivatives and Hedging: Targeted Improvements to Accounting for Hedging Activities.” Under the
standard, we are no longer required to separately measure and report hedge ineffectiveness, which was previously recorded
in “gains (losses) on derivatives and hedging activities, net” in our consolidated statements of income. In accordance with the
standard, certain provisions were required to be applied on a modified retrospective basis, which requires a cumulative effect
adjustment to accumulated other comprehensive income with a corresponding adjustment to retained earnings as of the
beginning of the fiscal year of adoption, or January 1, 2018 in our case.

As a result of the cumulative effect of applying the hedging standard to our fair value hedges on July 1, 2018, we

Each derivative is designated to a specific (or pool of) liability(ies) on the consolidated balance sheets, and is designated

as either a “fair value” hedge or a “cash flow” hedge. Fair value hedges are designed to hedge our exposure to the changes in
fair value of a fixed-rate liability. For effective fair value hedges, both the hedge and the hedged item (for the risk being
hedged) are recorded at fair value with any difference reflecting ineffectiveness recorded immediately in the consolidated
statements of income. Cash flow hedges are designed to hedge our exposure to variability in cash flows related to variable-rate
deposits. The assessment of the hedge’s effectiveness is performed at inception and on an ongoing basis, using regression
testing. For hedges of a pool of liabilities, tests are performed to demonstrate the similarity of individual instruments of the
pool. When it is determined that a derivative is not currently an effective hedge, ineffectiveness is recognized for the full
change in fair value of the derivative with no offsetting amount from the hedged item since the last time it was effective. If it is
also determined the hedge will not be effective in the future, we discontinue the hedge accounting prospectively and begin
amortization of any basis adjustments that exist related to the hedged item.

Our derivative portfolio is made up of interest rate swaps that are centrally cleared through either the CME or the LCH.
On October 16, 2020, both the CME and the LCH changed the price alignment interest and discount rate applied when valuing
these transactions to the Secured Overnight Financing rate (“SOFR”). The ISDA 2020 IBOR Fallbacks Protocol (the “ISDA
Fallback Protocol”) was made available for adherence on October 23, 2020, with an effective date of January 25, 2021. Once
adhered to by both counterparties in a bilateral relationship and the effective date is reached, the ISDA Fallback Protocol
represents a change to the contractual terms of derivatives governed by each respective ISDA agreement between the Company
and a derivative counterparty. We have elected the option provided in Topic 848 to not reassess previous accounting
determinations as well as the option to not dedesignate a hedging relationship due to a current or future change in a critical or
contractual term related to reference rate reform, including changes in the discount rate.

F-30

SLM CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Dollars in thousands, unless otherwise noted)

2. Significant Accounting Policies (Continued)

Topic 848 allows for different elections to be made at different points in time. We intend to reassess our elections of

optional expedients and exceptions included within Topic 848 when changes or additions are necessary.

Stock-Based Compensation

We recognize stock-based compensation cost in our consolidated statements of income using the fair value method.
Under this method, we determine the fair value of the stock-based compensation at the time of the grant and recognize the
resulting compensation expense over the vesting period of the stock-based grant. We do not apply a forfeiture rate to our stock-
based compensation expense, but rather record forfeitures when they occur. We record all excess tax benefits/deficiencies
related to the settlement of employee stock-based compensation to the income tax expense line item on our consolidated
statements of income.

Restructuring Activities

During the third quarter of 2020, we initiated a restructuring program to reduce costs and improve operating efficiencies

by better aligning our organizational structure with our new corporate strategic imperatives. In conjunction with these
restructuring plans, involuntary benefit arrangements, and certain other costs that are incremental and incurred as a direct result
of our restructuring plans, are classified as restructuring expenses in the accompanying consolidated statements of income.
Restructuring expenses of $26 million were recorded in the year ended December 31, 2020. Of that total, $20 million related to
severance benefits and $6 million related to other related costs, primarily legal and consulting fees. There were no restructuring
expenses recorded in the years ended December 31, 2019 and 2018.

We sponsor employee severance plans that provide severance benefits in the event of termination of our full-time

employees and part-time employees who work at least 24 hours per week. The severance plans establish specified benefits
based on base salary, job level immediately preceding termination, and years of service upon termination of employment due to
involuntary termination or a job abolishment, as defined in the severance plans. The benefits payable under the severance plans
relate to past service. Accordingly, we recognize severance costs to be paid pursuant to the severance plans when payment of
such benefits is probable and reasonably estimable. Such benefits, including severance pay calculated based on the severance
plan, medical and dental benefits, outplacement services and continuation pay, have been incurred during the year ended
December 31, 2020, as a direct result of our restructuring initiative. Accordingly, such costs are classified as restructuring
expenses in the accompanying consolidated statements of income.

We finalized this restructuring plan and while we expect to record additional restructuring expenses in the first quarter of
2021, we expect those amounts to be immaterial. The majority of these restructuring expenses incurred through December 31,
2020 and expected to be incurred in future periods are severance costs related to the elimination of approximately 165 positions,
or approximately 9 percent of the workforce that existed as of December 31, 2019.

Income Taxes

We account for income taxes under the asset and liability approach, which requires the recognition of deferred tax
liabilities and assets for the expected future tax consequences of temporary differences between the carrying amounts and tax
basis of our assets and liabilities. To the extent tax laws change, deferred tax assets and liabilities are adjusted in the period that
the tax change is enacted.

“Income tax expense (benefit)” includes (i) deferred tax expense (benefit), which represents the net change in the deferred
tax asset or liability balance during the year when applicable, and (ii) current tax expense (benefit), which represents the amount
of tax currently payable to or receivable from a tax authority plus amounts accrued for unrecognized tax benefits. Income tax
expense (benefit) excludes the tax effects related to adjustments recorded in equity.

An uncertain tax position is recognized only if it is more likely than not to be sustained upon examination based on the

technical merits of the position. The amount of tax benefit recognized in the consolidated financial statements is the largest
amount of benefit that is more than fifty percent likely of being sustained upon ultimate settlement of the uncertain tax position.
We recognize interest and penalties related to unrecognized tax benefits in income tax expense (benefit).

F-31

SLM CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Dollars in thousands, unless otherwise noted)

2. Significant Accounting Policies (Continued)

In connection with the Spin-Off, we recorded a liability related to uncertain tax positions of $27 million for which we are

indemnified by Navient. If there is an adjustment to the indemnified uncertain tax liability, an offsetting adjustment to the
indemnification receivable will be recorded as pre-tax adjustment to other income in the income statement.

As of the date of the Spin-Off on April 30, 2014, we recorded liabilities related to deferred taxes and uncertain tax
positions and an indemnification receivable of $291 million. As of December 31, 2020, with respect to those amounts recorded
at the Spin-Off, the remaining liability balance is $7 million (related to uncertain tax positions) and the remaining
indemnification receivable balance is $7 million (related to uncertain tax positions).

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, “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 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 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.

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 on January 1, 2020:

F-32

SLM CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Dollars in thousands, unless otherwise noted)

2. Significant Accounting Policies (Continued)

January 1, 2020

As reported
under CECL

Pre-CECL
Adoption

Impact of CECL
Adoption

Assets:

Allowance for credit losses:

Private Education Loans . . . . .

1,435,130 $

374,300 $

1,060,830

FFELP Loans . . . . . . . . . . . . .

Personal Loans . . . . . . . . . . . .

Credit Cards . . . . . . . . . . . . . .

4,485

145,060

290

1,633

65,877

102

2,852

79,183

188

Total . . . . . . . . . . . . . . . . . . . .

1,584,965 $

441,912 $

1,143,053

Deferred tax asset . . . . . . . . . . .

415,540 $

109,369 $

306,171

Liabilities:

Allowance for credit 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.

On August 26, 2020, the federal banking agencies published a 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 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 credit
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 18, “Regulatory Capital.”

3. Cash and Cash Equivalents

As of December 31, 2020, cash and cash equivalents include cash due from the FRB of $4.4 billion and cash due from

depository institutions of $73 million. As of December 31, 2019, cash and cash equivalents include cash due from the FRB of
$5.5 billion and cash due from depository institutions of $93 million. As of December 31, 2020 and 2019, we had no
outstanding cash equivalents.

The FRB Term Deposit Facility program is used to facilitate the conduct of monetary policy by providing a tool that may

be used to manage the aggregate quantity of reserve balances held by depository institutions. Under this program, the FRB

F-33

SLM CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Dollars in thousands, unless otherwise noted)

3. Cash and Cash Equivalents (Continued)

accepts deposits for a stated maturity at a rate of interest determined via auction. The funds are removed from the accounts of
participating institutions for the life of the term deposit. We did not participate in these auctions in 2020, resulting in no interest
reported. Participation in 2019 resulted in interest income of $0.3 million. As of December 31, 2020 and 2019, no funds were
on deposit with the FRB under this program.

4. Investments

Trading Investments

Available-for-Sale Investments

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

December 31, 2020

Amortized
Cost

Allowance
for credit
losses(1)

Gross
Unrealized
Gains

Gross
Unrealized
Losses

Estimated
Fair Value

Available for sale:

Mortgage-backed securities . . . . . . . .

$ 308,913 $

— $

6,095 $

(134) $ 314,874

Utah Housing Corporation bonds . . . .

12,357

U.S. government-sponsored
enterprises and Treasuries . . . . . . . . .

Other securities . . . . . . . . . . . . . . . . . .

1,596,890

68,797

—

210

3,395

462

—

12,567

—

1,600,285

(351)

68,908

Total . . . . . . . . . . . . . . . . . . . . . . . . .

$ 1,986,957 $

— $

10,162 $

(485) $ 1,996,634

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 . . . .

U.S. government-sponsored
enterprises . . . . . . . . . . . . . . . . . . . . . .

Total . . . . . . . . . . . . . . . . . . . . . . . . .

19,474

250,394

—

145

635

(83)

19,536

(21)

251,008

$ 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.

F-34

SLM CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Dollars in thousands, unless otherwise noted)

4. 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 December 31, 2020:

Mortgage-backed securities . . . . . . . . . . . . .

(134) $

46,011 $

— $

(134) $

46,011

Utah Housing Corporation bonds . . . . . . . .

U.S. government-sponsored enterprises and
Treasuries . . . . . . . . . . . . . . . . . . . . . . . . . . .

—

Other securities . . . . . . . . . . . . . . . . . . . . . .

(351)

30,441

—

(351)

30,441

Total . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

(485) $

76,452 $

— $

(485) $

76,452

As of December 31, 2019:

Mortgage-backed securities . . . . . . . . . . . . .

(218) $

25,624 $

(440) $

42,448 $

(658) $

68,072

Utah Housing Corporation bonds . . . . . . . .

U.S. government-sponsored enterprises . . .

—

(21)

—

14,977

(83)

—

11,097

—

(83)

(21)

11,097

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 is comprised primarily of mortgage-backed securities issued by Ginnie Mae, Fannie Mae and

Freddie Mac, with amortized costs of $32 million, $80 million, and $197 million, respectively, at December 31, 2020. We own
these securities to meet our requirements under the Community Reinvestment Act. In the second quarter of 2018, we elected to
sell nine securities totaling $41 million to better align the portfolio with the Community Reinvestment Act requirements, and
we recognized a $2 million loss upon the sale of those securities. As of December 31, 2020, six of the separate mortgage-
backed securities in our investment portfolio had unrealized losses. Approximately 32 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 a net loss position carry a principal and interest guarantee by Fannie Mae or Freddie Mac, respectively.
We have the intent and ability to hold these bonds 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.

F-35

SLM CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Dollars in thousands, unless otherwise noted)

4. Investments (Continued)

We invest in Utah Housing Corporation bonds for the purpose of complying with the Community Reinvestment Act.
These bonds are Aa3 rated by Moody’s Investors Service. The amortized cost of the investment on the consolidated balance
sheet at December 31, 2020 and December 31, 2019 was $12 million and $19 million, respectively.

We invest in U.S. Treasuries and U.S. government-sponsored enterprise securities issued by the Federal Home Loan
Bank, Freddie Mac and the Federal Farm Credit Bank. As of December 31, 2020, none of the 30 securities had unrealized
losses and as of December 31, 2019, 1 of the 14 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 Aaa by Standard and Poor’s or 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 December 31, 2020, eight 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 December 31, 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

2021 . . . . . . . . . . . . . . . . .

454,193

$ 455,185

2022 . . . . . . . . . . . . . . . . .

2023 . . . . . . . . . . . . . . . . .

2038 . . . . . . . . . . . . . . . . .

2039 . . . . . . . . . . . . . . . . .

2042 . . . . . . . . . . . . . . . . .

2043 . . . . . . . . . . . . . . . . .

2044 . . . . . . . . . . . . . . . . .

2045 . . . . . . . . . . . . . . . . .

2046 . . . . . . . . . . . . . . . . .

2047 . . . . . . . . . . . . . . . . .

2048 . . . . . . . . . . . . . . . . .

2049 . . . . . . . . . . . . . . . . .

2050 . . . . . . . . . . . . . . . . .

2054 . . . . . . . . . . . . . . . . .

978,017

164,680

979,802

165,299

170

2,032

4,767

8,745

11,586

9,739

15,292

25,056

6,466

44,711

195

2,249

4,769

9,153

12,139

10,133

15,748

25,574

6,743

46,681

192,706

68,797

194,056

68,908

Total . . . . . . . . . . . . . . . . .

$ 1,986,957

$ 1,996,634

Some of the mortgage-backed securities and a portion of the government securities have been pledged to the FRB as
collateral against any advances and accrued interest under the Primary Credit lending program sponsored by the FRB. We had
$815 million and $252 million par value of securities pledged to this borrowing facility at December 31, 2020 and 2019,
respectively, as discussed further in Note 11, “Borrowings.”

F-36

SLM CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Dollars in thousands, unless otherwise noted)

4. 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, as part of a larger equity raise, 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. This gain was recorded in “other income” in
the consolidated statements of income in 2019. At both December 31, 2020 and December 31, 2019, our total investment in the
securities of this issuer was $26 million.

Low Income Housing Tax Credit Investments

We invest in affordable housing projects that qualify for the LIHTC, which is designed to promote private development

of low income housing. We recognized $6 million, $6 million and $4 million of tax credits and other tax benefits associated
with investments in affordable housing projects within income tax expense for the years ended December 31, 2020, 2019 and
2018, respectively. The amount of amortization of such investments reported in income tax expense was $5 million, $4 million
and $4 million for the years ended December 31, 2020, 2019 and 2018, respectively. Total carrying value of the LIHTC
investments was $54 million at December 31, 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
$19 million at December 31, 2020 and $29 million at December 31, 2019.

F-37

SLM CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Dollars in thousands, unless otherwise noted)

5. Loans Held for Investment

Loans held for investment consist of Private Education Loans, FFELP Loans and Credit Cards. We use “Personal Loans”
to mean those unsecured loans to individuals that may be used for non-educational purposes. We sold our entire Personal Loan
portfolio in the third quarter of 2020.

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, or another
index in the future. As of December 31, 2020 and 2019, 55 percent and 58 percent, respectively, 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.

In connection with the Spin-Off, we retained the right to require Navient to purchase delinquent loans (at fair value) when

the borrower has a lending relationship with both us and Navient. In the second quarter of 2018, we sold our remaining
$43 million portfolio of Split Loans (both current and non-current loans) to Navient and recognized a net gain of $2 million.
See Note 17, “Arrangements with Navient Corporation,” for further discussion regarding loan purchase agreements.

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
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.

In the third quarter of 2020, we sold our entire Personal Loan portfolio, including $697 million of principal and

$7 million in accrued interest, which resulted in a $43 million reduction to our provision for credit losses.

F-38

SLM CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Dollars in thousands, unless otherwise noted)

5. Loans Held for Investment (Continued)

Loans held for investment are summarized as follows:

December 31,

2020

2019

Private Education Loans:

Fixed-rate . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

8,950,216 $

9,830,301

Variable-rate . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

10,779,121

13,359,290

Total Private Education Loans, gross . . . . . . . . . . . . .

19,729,337

23,189,591

Deferred origination costs and unamortized
premium/ (discount) . . . . . . . . . . . . . . . . . . . . . . . . . .

63,475

81,224

Allowance for credit losses . . . . . . . . . . . . . . . . . . . .

(1,355,844)

(374,300)

Total Private Education Loans, net . . . . . . . . . . . . . .

18,436,968

22,896,515

FFELP Loans . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

737,593

783,306

Deferred origination costs and unamortized
premium/ (discount) . . . . . . . . . . . . . . . . . . . . . . . . . .

Allowance for credit losses . . . . . . . . . . . . . . . . . . . .

1,993

(4,378)

2,143

(1,633)

Total FFELP Loans, net . . . . . . . . . . . . . . . . . . . . . . .

735,208

783,816

Personal Loans (fixed-rate) . . . . . . . . . . . . . . . . . . . .

Deferred origination costs and unamortized
premium/ (discount) . . . . . . . . . . . . . . . . . . . . . . . . . .

Allowance for credit losses . . . . . . . . . . . . . . . . . . . .

Total Personal Loans, net . . . . . . . . . . . . . . . . . . . . . .

—

Credit Cards (fixed-rate) . . . . . . . . . . . . . . . . . . . . . .

12,238

Deferred origination costs and unamortized
premium/ (discount) . . . . . . . . . . . . . . . . . . . . . . . . . .

Allowance for credit losses . . . . . . . . . . . . . . . . . . . .

Total Credit Cards, net . . . . . . . . . . . . . . . . . . . . . . . .

230

(1,501)

10,967

1,049,007

513

(65,877)

983,643

3,884

(102)

3,818

Loans held for investment, net . . . . . . . . . . . . . . . . . .

19,183,143 $

24,667,792

The estimated weighted average life of education loans in our portfolio was approximately 5.4 years at both

December 31, 2020 and 2019, respectively.

F-39

SLM CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Dollars in thousands, unless otherwise noted)

5. Loans Held for Investment (Continued)

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

follows:

Years Ended December 31,

2020

2019

2018

Weighted
Average
Interest
Rate

Average
Balance

Weighted
Average
Interest
Rate

Average
Balance

Private Education Loans . . . . . . .

$ 22,426,216

8.42 % $ 22,225,473

9.32 % $ 19,282,500

9.10 %

FFELP Loans . . . . . . . . . . . . . . . .

Personal Loans . . . . . . . . . . . . . . .

757,953

582,552

3.76

12.43

814,198

1,141,503

4.79

12.09

888,301

900,152

4.57

11.08

Total portfolio . . . . . . . . . . . . . . .

$ 23,766,721

$ 24,181,174

$ 21,070,953

Certain Collection Tools — Private Education Loans

We grant forbearance through our servicing centers to borrowers who are current in their payments and through our

Forbearance may be granted through our servicing centers to customers who are exiting their grace period, and to other

Forbearance may also be granted through our collections centers to customers who are delinquent in their payments. If

F-40

SLM CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Dollars in thousands, unless otherwise noted)

5. Loans Held for Investment (Continued)

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.

As a result of the negative impact on employment from COVID-19, our customers are experiencing higher levels of
financial hardship, which led initially to higher levels of forbearance. We expect such higher levels of financial hardship to lead
to higher levels of delinquencies and defaults in the future, as borrowers who had received disaster forbearance from us re-
enter repayment status. 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. For some students, going back to
school in the fall was not an option because of the pandemic, or for other reasons. Therefore, some students are taking a “gap
year” before returning to school. In 2020, for those students that had unexpectedly separated from school, we provided an
extension of time through fall 2021 to re-enroll, before beginning their grace period that occurs prior to entering full principal
and interest repayment status. At December 31, 2020, $1.0 billion of Private Education Loans were granted this extended period
of time. See Note 7, “Allowance for Credit Losses — Delinquencies — Private Education Loans Held for Investment” for an
additional breakout of these loans.

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 forbearances
ended, we reduced the disaster forbearance to one-month increments and implemented additional discussions between our
servicing agents and borrowers to encourage borrowers/cosigners to enter repayment. If the financial hardship extends beyond
90 days, additional assistance will be available for eligible customers. For example, 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.

F-41

SLM CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Dollars in thousands, unless otherwise noted)

5. Loans Held for Investment (Continued)

Specifically, we previously announced that we plan to revise our credit administration practices limiting the number of

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 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 December 31, 2020 and December 31, 2019, 7.8 percent and 7.2 percent, respectively, of our Private Education Loans
held for investment 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.

While there are limitations to our estimate of the future impact of the credit administration practices changes described

F-42

SLM CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Dollars in thousands, unless otherwise noted)

5. Loans Held for Investment (Continued)

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 credit losses.

The period of delinquency for loans is based on the number of days scheduled payments are contractually past due. As of

December 31, 2020 and 2019, we had $81 million and $63 million, respectively, of Private Education Loans held for
investment and $36 million and $48 million, respectively, of FFELP Loans held for investment which were more than 90 days
delinquent that continue to accrue interest. At December 31, 2020 and 2019, we had no loans in nonaccrual status.

Borrower-in-Custody Arrangements

We maintain Borrower-in-Custody arrangements with the FRB. Under these arrangements, we can pledge FFELP Loans
or Private Education Loans to the FRB to secure any advances and accrued interest generated under the Primary Credit program
at the FRB. As of December 31, 2020 and 2019, we had $3.3 billion and $3.4 billion, respectively, of Private Education Loans
pledged to this borrowing facility, as discussed further in Note 11, “Borrowings.” We did not have any FFELP consolidation
loans pledged at December 31, 2020 or 2019.

Loans Held for Investment by Region

At December 31, 2020, 38.8 percent of total education loans were concentrated in the following states:

New York . . . . . . .

9.7 %

2020

California . . . . . . .

Pennsylvania . . . .

New Jersey . . . . . .

Texas . . . . . . . . . .

9.6

8.0

6.2

5.3

38.8 %

At December 31, 2019, 39.4 percent of total education loans were concentrated in the following states:

New York . . . . . . .

10.1 %

2019

California . . . . . . .

Pennsylvania . . . .

New Jersey . . . . . .

Texas . . . . . . . . . .

9.4

8.4

6.6

4.9

39.4 %

No other state had a concentration of total education loans in excess of 5 percent of the aggregate outstanding education

loans held for investment.

F-43

SLM CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Dollars in thousands, unless otherwise noted)

6. Loans Held for Sale

We had $2.9 billion in loans held for sale at December 31, 2020 and no loans held for sale at December 31, 2019. At

December 31, 2020, we reversed $206 million through the provisions for credit losses for the allowance related to these loans,
when the loans were transferred from held for investment to held-for-sale. On January 8, 2021, we sold $3 billion of our Private
Education Loans, including $2.8 billion of principal, $185 million in capitalized interest and $15 million in accrued interest to
an unaffiliated third party.

7. Allowance for Credit 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 credit losses is inherently
subjective, as it requires material estimates that may be susceptible to significant changes. We believe the allowance for credit
losses is appropriate to cover lifetime expected losses incurred in the loan portfolios. See Note 2, “Significant Accounting
Policies — Allowance for Credit Losses 2020 — Allowance for Private Education Loan Losses, — Allowance for FFELP Loan
Losses, and — Allowance for Credit Cards” for a more detailed discussion.

Allowance for Credit Losses Metrics

F-44

SLM CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Dollars in thousands, unless otherwise noted)

7. Allowance for Credit Losses (Continued)

Allowance for Credit Losses

Year Ended December 31, 2020

FFELP
Loans

Private Education
Loans

Personal
Loans

Credit Cards

Total

Allowance for Credit Losses

Beginning balance . . . . . . . . . . . . . . . . . . . . . . . .

Day 1 adjustment for the adoption of CECL . .

Balance at January 1, 2020 . . . . . . . . . . . . . . . . .

Transfer from unfunded commitment
liability(1) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Provisions:

Provision for current period . . . . . . . . . . . . . .

Loan sale reduction to provision . . . . . . . . . .

Loan transfer to held-for-sale . . . . . . . . . . . . .
Total provisions(2) . . . . . . . . . . . . . . . . . . . . . . .

Net charge-offs:

Charge-offs . . . . . . . . . . . . . . . . . . . . . . . . . .

Recoveries . . . . . . . . . . . . . . . . . . . . . . . . . . .

Net charge-offs . . . . . . . . . . . . . . . . . . . . . . . . .

Loan sales . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

1,633

2,852

4,485

—

412

—

412

(519)

—

(519)

—

374,300

$ 65,877

1,060,830

79,183

1,435,130

145,060

320,808

—

102

188

290

—

441,912

1,143,053

1,584,965

320,808

148,673

40,485

1,328

(161,793)

(42,916)

(205,669)

(218,789)

—

(2,431)

1,328

—

(205,326)

(39,079)

24,021

4,984

(181,305)

(34,095)

—

(108,534)

(119)

(117)

—

190,898

(204,709)

(205,669)

(219,480)

(245,043)

29,007

(216,036)

(108,534)

Ending Balance . . . . . . . . . . . . . . . . . . . . . . . . . .

4,378

1,355,844

—

1,501

$ 1,361,723

—

4,378

—

737,593

104,265

1,251,579

1,274,590

18,454,747

—

104,265

1,501

$ 1,257,458

—

$ 1,274,590

—

12,238

$ 19,204,578

Allowance:

Ending balance: individually evaluated for
impairment . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Ending balance: collectively evaluated for
impairment . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Loans:

Ending balance: individually evaluated for
impairment . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Ending balance: collectively evaluated for
impairment . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Net charge-offs as a percentage of average loans
in repayment(3) . . . . . . . . . . . . . . . . . . . . . . . . . . .
Allowance as a percentage of the ending total
loan balance . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Allowance as a percentage of the ending loans in
repayment(3) . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Allowance coverage of net charge-offs . . . . . . . .

0.09 %

0.59 %

0.76 %

8.44

1.17 %

— %

1.26 %

6.87 %

— %

12.27 %

9.48 %

7.48

— %

12.27 %

—

12.83

12,238

9,286

12,238

Ending total loans, gross . . . . . . . . . . . . . . . . . . .
Average loans in repayment(3) . . . . . . . . . . . . . . .
Ending loans in repayment(3) . . . . . . . . . . . . . . . .

737,593

549,584

573,361

19,729,337

15,518,851

14,304,821

____________

(1) See Note 8, “Unfunded Loan Commitments,” for a summary of the activity in the allowance for and balance of unfunded loan commitments, respectively.

F-45

SLM CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Dollars in thousands, unless otherwise noted)

7. Allowance for Credit Losses (Continued)

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

Consolidated Statements of Income
Provisions for Credit Losses Reconciliation

Year Ended
December 31, 2020

Private Education Loan provisions for credit losses:

Provisions for loan losses . . . . . . . . . . . . . . . . . . . . . . .

Provisions for unfunded loan commitments . . . . . . . . .

Total Private Education Loan provisions for credit
losses . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Other impacts to the provisions for credit losses:

Personal Loans . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

FFELP Loans . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Credit Cards . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Total . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Provisions for credit losses reported in consolidated
statements of income . . . . . . . . . . . . . . . . . . . . . . . . . . . .

(218,789)

312,613

93,824

(2,431)

412

1,328

(691)

93,133

(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.

F-46

SLM CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Dollars in thousands, unless otherwise noted)

7. Allowance for Credit Losses (Continued)

Allowance for Credit Losses

Year Ended December 31, 2019

FFELP
Loans

Private Education
Loans

Personal
Loans

Credit
Cards

Total

Allowance for Credit Losses

Beginning balance . . . . . . . . . . . . . . . . . . . . . . .

977

277,943

62,201

$ —

341,121

Total provision . . . . . . . . . . . . . . . . . . . . . . . . .

1,478

279,570

72,783

103

353,934

Net charge-offs:

Charge-offs . . . . . . . . . . . . . . . . . . . . . . . . . .

Recoveries . . . . . . . . . . . . . . . . . . . . . . . . . .

Net charge-offs . . . . . . . . . . . . . . . . . . . . . . . .

(822)

—

(822)

(208,978)

(74,313)

(1)

25,765

5,206

—

(183,213)

(69,107)

(1)

(284,114)

30,971

(253,143)

Ending Balance . . . . . . . . . . . . . . . . . . . . . . . . . .

1,633

374,300

65,877

$ 102

441,912

Allowance:

Ending balance: individually evaluated for
impairment . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Ending balance: collectively evaluated for
impairment . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Loans:

Ending balance: individually evaluated for
impairment . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Ending balance: collectively evaluated for
impairment . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Net charge-offs as a percentage of average loans
in repayment(1) . . . . . . . . . . . . . . . . . . . . . . . . . .
Allowance as a percentage of the ending total
loan balance . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Allowance as a percentage of the ending loans
in repayment(1) . . . . . . . . . . . . . . . . . . . . . . . . . .

Allowance coverage of net charge-offs . . . . . . .

—

1,633

186,697

187,603

—

$ —

65,877

$ 102

186,697

255,215

—

1,581,966

—

$ —

1,581,966

783,306

$ 21,607,625

$ 1,049,007

$ 3,884

$ 23,443,822

0.13 %

0.21 %

0.26 %

1.99

1.17 %

6.07 %

0.13 %

1.61 %

6.28 %

2.63 %

2.23 %

2.04

6.28 %

2.63 %

0.95

102.00

Ending total loans, gross . . . . . . . . . . . . . . . . . . .
Average loans in repayment(1) . . . . . . . . . . . . . .
Ending loans in repayment(1) . . . . . . . . . . . . . . .

783,306

$ 23,189,591

$ 1,049,007

$ 3,884

631,029

$ 15,605,927

$ 1,138,887

$ 786

617,646

$ 16,787,670

$ 1,049,007

$ 3,884

____________

(1)

F-47

SLM CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Dollars in thousands, unless otherwise noted)

7. Allowance for Credit Losses (Continued)

Allowance for Credit Losses

Year Ended December 31, 2018

FFELP
Loans

Private Education
Loans

Personal
Loans

Total

Allowance for Credit Losses

Beginning balance . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

1,132

243,715

6,628

251,475

Total provision . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

980

169,287

74,317

244,584

Net charge-offs:

Charge-offs . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

(1,135)

(154,701)

(19,690)

(175,526)

Recoveries . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

—

20,858

946

21,804

Net charge-offs . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

(1,135)

(133,843)

(18,744)

(153,722)

Loan sales(1) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Ending Balance . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Allowance:

$
$

Ending balance: individually evaluated for impairment . .
Ending balance: collectively evaluated for impairment . . .

Loans:
Ending balance: individually evaluated for impairment . .

Ending balance: collectively evaluated for impairment . . .

Net charge-offs as a percentage of average loans in
repayment(2) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Allowance as a percentage of the ending total loan
balance . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Allowance as a percentage of the ending loans in
repayment(2) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Allowance coverage of net charge-offs . . . . . . . . . . . . . . .

$
$

—

977

—
977

—

846,487

0.16 %

0.12 %

0.15 %

0.86

(1,216)

—

(1,216)

277,943

62,201

341,121

120,110
157,833

1,257,856

$
$

—
62,201

$
$

120,110
221,011

—

1,257,856

19,246,609

$ 1,190,091

$ 21,283,187

1.01 %

2.11 %

1.36 %

5.23 %

1.90 %

2.08

5.23 %

3.32

Ending total loans, gross . . . . . . . . . . . . . . . . . . . . . . . . . .
Average loans in repayment(2) . . . . . . . . . . . . . . . . . . . . . .
Ending loans in repayment(2) . . . . . . . . . . . . . . . . . . . . . . .

846,487

691,406

665,807

20,504,465

$ 1,190,091

13,303,801

889,348

14,666,856

$ 1,190,091

____________

(1)

(2)

Represents fair value adjustments on loans sold.

F-48

SLM CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Dollars in thousands, unless otherwise noted)

7. Allowance for Credit Losses (Continued)

Allowance for Credit Losses - Forecast Assumptions

In determining the adequacy of the allowance for credit losses, we include forecasts of college graduate unemployment

and the Consumer Price Index in our loss forecasting models. We obtain forecasts for these two inputs from Moody’s
Analytics. Moody’s Analytics provides a range of forecasts for each of these inputs with various likelihoods of occurring. We
determine which forecasts we will include in our estimation of allowance for credit losses and the associated weightings for
each of these inputs. At both January 1, 2020 (the initial adoption date of CECL), and December 31, 2020, we used the Base
(50th percentile likelihood of occurring)/S1 (stronger near-term growth scenario with 10 percent likelihood of occurring)/S3
(downside scenario with 10 percent likelihood of occurring) scenarios and weighted them 40 percent, 30 percent and 30
percent, respectively. Management reviews both the scenarios and their respective weightings each quarter in determining the
allowance for credit losses.

For the year ended December 31, 2020, we had total provisions for credit losses of $93 million. The provisions for credit

losses for 2020 were affected primarily by $290 million in additional provisions for credit losses related to new commitments
made in 2020, an additional $129 million due to deteriorating economic conditions during the year as a result of the COVID-19
pandemic, and $99 million caused by lower recovery rates and various overlays and other adjustments applied during the year.
Offsetting these was a $206 million reduction in the provisions for credit losses as a result of $2.9 billion of loans transferred to
held-for-sale from held for investment in the fourth quarter of 2020, the sale of $3.1 billion of Private Education Loans in the
first quarter of 2020, which resulted in a reduction to our provision for credit losses of $162 million, a benefit of $121 million
from faster prepayment speeds, and the sale of our entire Personal Loan portfolio, which resulted in a reduction to our provision
for credit losses of $43 million. The benefit from faster prepayment speeds reflected actual loan prepayment speeds being
higher than what our models were predicting due to the significant amount of COVID-19 related government stimulus. As
COVID-19 continues to impact the economy, we could continue to experience significant changes in our allowance for credit
losses in 2021. See Note 5, “Loans Held for Investment - Certain Collection Tools - Private Education Loans,” for additional
information.

Troubled Debt Restructurings

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 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 December 31, 2020 and 2019, 7.8 percent and 7.2 percent,
respectively, of our Private Education Loans held for investment 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
December 31, 2020 and 2019, approximately 47 percent and 50 percent, respectively, of TDRs were classified as such due to
their forbearance status. See Note 2, “Significant Accounting Policies — Allowance for Credit Losses 2020” for a more
detailed discussion.

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.

F-49

SLM CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Dollars in thousands, unless otherwise noted)

7. Allowance for Credit Losses (Continued)

At December 31, 2020 and 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

December 31, 2020

TDR Loans . . . . . . . . . . .

1,312,805

1,274,590

104,265

December 31, 2019

TDR Loans . . . . . . . . . . .

1,612,896

1,581,966

186,697

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

Years Ended December 31,

2020

2019

2018

Average
Recorded
Investment

Interest
Income
Recognized

Average
Recorded
Investment

Interest
Income
Recognized

Average
Recorded
Investment

Interest
Income
Recognized

TDR Loans . . . . . . .

1,546,908

100,125

$ 1,434,137

95,507 $ 1,141,993 $

77,670

F-50

SLM CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Dollars in thousands, unless otherwise noted)

7. Allowance for Credit Losses (Continued)

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

December 31,

2020

December 31,

2019

Balance

TDR loans in in-school/grace/deferment(1) . . . . . . . . . . . . . . . . . . . . . .
TDR loans in forbearance(2) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
TDR loans in repayment(3) and percentage of each status:

88,750

76,704

87,749

99,054

Loans current . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Loans delinquent 31-60 days(4) . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Loans delinquent 61-90 days(4) . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Loans delinquent greater than 90 days(4) . . . . . . . . . . . . . . . . . . . . . .
Total TDR loans in repayment(3) . . . . . . . . . . . . . . . . . . . . . . . . . . . .

971,880

87.7 %

1,230,954

88.2 %

59,249

43,576

34,431

5.3

3.9

3.1

85,555

49,626

29,028

6.1

3.6

2.1

1,109,136

100.0 %

1,395,163

100.0 %

Total TDR loans, gross . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

$ 1,274,590

$ 1,581,966

_____

(1)

(2)

(3)

(4)

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).

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.

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 table, do not include those loans while they are
in forbearance).

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

F-51

SLM CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Dollars in thousands, unless otherwise noted)

7. Allowance for Credit 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.

2020

2019

2018

Years Ended December 31,

Modified
Loans(1)

Charge-
offs

Payment-
Default

Modified
Loans(1)

Charge-
offs

Payment-
Default

Modified
Loans(1)

Charge-
offs

Payment-
Default

TDR Loans . . . .

$ 207,001

$ 71,267

$ 75,153 $ 515,398

$ 74,137 $ 111,810 $ 394,639 $ 52,823 $ 90,231

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

Private Education Loans Held for Investment - 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 (held for investment),
by year of origination, stratified by key credit quality indicators.

F-52

SLM CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Dollars in thousands, unless otherwise noted)

7. Allowance for Credit Losses (Continued)

Private Education Loans Held for Investment - Credit Quality Indicators

December 31, 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 . . . . . . . . . . . . . .

$ 2,915,328

$ 3,467,219

$ 2,556,400

$ 2,262,635

$ 1,977,952

4,198,748

$ 17,378,282

Without cosigner . . . . . . . . . . .

527,437

559,629

384,111

277,159

211,270

391,449

2,351,055

Total . . . . . . . . . . . . . . . . . . . . .

$ 3,442,765

$ 4,026,848

$ 2,940,511

$ 2,539,794

$ 2,189,222

4,590,197

$ 19,729,337

88 %

100 %

FICO at Origination(2):

Less than 670 . . . . . . . . . . . . . .

195,214

290,711

225,276

197,948

162,413

369,609

$ 1,441,171

7 %

670-699 . . . . . . . . . . . . . . . . . . .

464,785

594,950

700-749 . . . . . . . . . . . . . . . . . . .

1,111,373

1,310,390

441,357

967,802

407,394

846,983

Greater than or equal to 750 . . .

1,671,393

1,830,797

1,306,076

1,087,469

351,303

740,028

935,478

771,477

1,533,517

1,915,594

3,031,266

6,510,093

8,746,807

Total . . . . . . . . . . . . . . . . . . . . .

$ 3,442,765

$ 4,026,848

$ 2,940,511

$ 2,539,794

$ 2,189,222

4,590,197

$ 19,729,337

100 %

FICO Refreshed(2)(3):

Less than 670 . . . . . . . . . . . . . .

240,154

331,229

301,784

298,195

293,077

734,599

$ 2,199,038

11 %

670-699 . . . . . . . . . . . . . . . . . . .

438,665

493,135

700-749 . . . . . . . . . . . . . . . . . . .

1,102,666

1,248,806

336,966

871,677

283,906

734,222

231,759

603,160

Greater than or equal to 750 . . .

1,661,280

1,953,678

1,430,084

1,223,471

1,061,226

504,779

1,220,468

2,130,351

2,289,210

5,780,999

9,460,090

Total . . . . . . . . . . . . . . . . . . . . .

$ 3,442,765

$ 4,026,848

$ 2,940,511

$ 2,539,794

$ 2,189,222

4,590,197

$ 19,729,337

100 %

Seasoning(4):

1-12 payments . . . . . . . . . . . . .

$ 2,068,517

600,038

469,143

472,258

381,197

507,343

$ 4,498,496

23 %

13-24 payments . . . . . . . . . . . .

163

2,096,635

383,977

25-36 payments . . . . . . . . . . . .

37-48 payments . . . . . . . . . . . .

More than 48 payments . . . . . .

—

1,353,567

—

223,332

370,250

965,476

—

Not yet in repayment . . . . . . . .

1,374,085

1,330,175

733,824

508,478

217,379

181,940

351,433

729,510

327,763

425,345

439,337

402,552

2,310,905

504,715

3,346,831

2,345,094

1,719,461

3,040,415

4,779,040

Total . . . . . . . . . . . . . . . . . . . . .

$ 3,442,765

$ 4,026,848

$ 2,940,511

$ 2,539,794

$ 2,189,222

4,590,197

$ 19,729,337

100 %

2020 Current period(5) gross
charge-offs . . . . . . . . . . . . . . . .
2020 Current period(5)
recoveries . . . . . . . . . . . . . . . . .
2020 Current period(5) net
charge-offs . . . . . . . . . . . . . . . .

Total accrued interest by
origination vintage . . . . . . . . . .

(1,087) $

(10,940) $

(27,000) $

(35,851) $

(36,416) $

(94,032) $

(205,326)

636

2,274

3,585

4,284

13,200

24,021

(1,045) $

(10,304) $

(24,726) $

(32,266) $

(32,132) $

(80,832) $

(181,305)

90,438

265,688

252,251

209,178

141,094

210,247

$ 1,168,896

______
(1)

(2)

(3)

(4)

(5)

Balance represents gross Private Education Loans, held for investment.

Represents the higher credit score of the cosigner or the borrower.

Represents the FICO score updated as of the fourth-quarter 2020.

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.

Current period refers to period from January 1, 2020 through December 31, 2020.

F-53

SLM CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Dollars in thousands, unless otherwise noted)

7. Allowance for Credit Losses (Continued)

Private Education Loans Held for Investment - 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

Without cosigner . . . . . . . . . . .

571,792

584,601

427,512

320,985

241,958

333,108

2,479,956

Total . . . . . . . . . . . . . . . . . . . . .

$ 4,047,048

$ 4,888,373

$ 4,003,485

$ 3,433,858

$ 2,821,172

3,995,655

$ 23,189,591

89 %

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

700-749 . . . . . . . . . . . . . . . . . . .

1,319,563

1,601,904

1,325,387

1,155,253

439,050

944,135

676,569

1,324,506

3,570,025

7,670,748

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

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

700-749 . . . . . . . . . . . . . . . . . . .

1,284,867

1,506,849

1,199,564

397,889

994,309

308,607

772,205

451,451

1,048,808

2,883,122

6,806,602

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

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 . . . . . . . . . . . .

25-36 payments . . . . . . . . . . . .

37-48 payments . . . . . . . . . . . .

More than 48 payments . . . . . .

—

2,588,702

424,953

—

1,862,587

—

305,078

418,048

1,457,760

285,513

227,391

413,508

399,905

394,339

342,676

—

1,056,229

1,973,795

Not yet in repayment . . . . . . . .

1,670,644

1,580,513

1,010,764

635,798

375,585

414,101

4,004,151

2,902,365

2,213,944

3,030,024

5,687,405

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 . . . . . . . . . . . . .

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)

(2)

(3)

(4)

Balance represents gross Private Education Loans, held for investment.

Represents the higher credit score of the cosigner or the borrower.

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

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.

F-54

SLM CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Dollars in thousands, unless otherwise noted)

7. Allowance for Credit Losses (Continued)

Delinquencies - Private Education Loans Held for Investment

The following tables provide information regarding the loan status of our Private Education Loans, held for investment,
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 Loans Held for Investment - Delinquencies by Origination Vintage

December 31, 2020

2020

2019

2018

2017

2016

2015 and
Prior

Total

Loans in-school/grace/deferment(1)(2) . . . . . . .

Loans in forbearance(1)(3) . . . . . . . . . . . . . . . . .

Loans in repayment(1):

Loans current . . . . . . . . . . . . . . . . . . . . . . . .
Loans delinquent 31-60 days(4) . . . . . . . . . .
Loans delinquent 61-90 days(4) . . . . . . . . . .
Loans delinquent greater than 90 days(4) . . .

$ 1,374,085

$ 1,330,175

733,824

$ 508,478

327,763

$ 504,715

$ 4,779,040

16,159

92,677

110,319

118,946

109,073

198,302

645,476

—

2,043,033

2,573,228

2,045,012

1,850,539

1,685,572

3,701,564

13,898,948

6,400

2,628

460

16,983

9,143

4,642

26,934

15,026

9,396

30,771

18,121

12,939

33,040

19,064

14,710

91,400

55,661

38,555

205,528

119,643

80,702

Total Private Education Loans in repayment .

2,052,521

2,603,996

2,096,368

1,912,370

1,752,386

3,887,180

14,304,821

Total Private Education Loans, gross . . . . . . .

3,442,765

4,026,848

2,940,511

2,539,794

2,189,222

4,590,197

19,729,337

Private Education Loans deferred origination
costs and unamortized premium/(discount) . .

21,129

13,933

8,671

6,708

5,721

7,313

63,475

Total Private Education Loans . . . . . . . . . . . .

3,463,894

4,040,781

2,949,182

2,546,502

2,194,943

4,597,510

19,792,812

Private Education Loans allowance for losses

(210,875)

(298,776)

(218,136)

(184,265)

(150,150)

(293,642)

(1,355,844)

Private Education Loans, net . . . . . . . . . . . . .

$ 3,253,019

$ 3,742,005

$ 2,731,046

$ 2,362,237

$ 2,044,793

$ 4,303,868

$ 18,436,968

Percentage of Private Education Loans in
repayment . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Delinquent Private Education Loans in
repayment as a percentage of Private
Education Loans in repayment . . . . . . . . . . . .

Loans in forbearance as a percentage of loans
in repayment and forbearance . . . . . . . . . . . . .

59.6 %

64.7 %

71.3 %

75.3 %

80.0 %

84.7 %

72.5 %

0.5 %

0.8 %

1.2 %

3.4 %

2.4 %

5.0 %

3.2 %

5.9 %

3.8 %

5.9 %

4.8 %

4.9 %

2.8 %

4.3 %

_______

(1)

(2)

(3)

(4)

For some students, going back to school in the fall was not an option because of the pandemic, or for other reasons. Therefore, some students
are taking a “gap year” before returning to school. In 2020, for those students that had unexpectedly separated from school, we provided an
extension of time through fall 2021 to re-enroll, before beginning their grace period that occurs prior to entering full principal and interest
repayment status. At December 31, 2020, the loans in the “in-school/grace/deferment” category above include $401 million of Private
Education Loans whose borrowers did not return to school in the fall of 2020 and who received such extension of time from us to re-enroll
before beginning their grace period. At December 31, 2020, the loans in the “in forbearance” category above include $30 million of Private
Education Loans whose borrowers did not return to school in the fall of 2020 and who received such extension of time from us to re-enroll
before beginning their grace period. At December 31, 2020, the loans in the “in repayment” category above include $609 million of Private
Education Loans whose borrowers did not return to school in the fall of 2020 and who received such extension of time from us to re-enroll
before beginning their grace period.

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).

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

F-55

SLM CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Dollars in thousands, unless otherwise noted)

7. Allowance for Credit Losses (Continued)

Private Education Loans Held for Investment - 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(2) . . . . . . . . . . . . . . . . . .

21,009

108,509

142,341

146,114

127,799

168,744

714,516

Loans in repayment:

Loans current . . . . . . . . . . . . . . . . . . . . . . . .

Loans delinquent 31-60 days(3) . . . . . . . . . .

Loans delinquent 61-90 days(3) . . . . . . . . . .

Loans delinquent greater than 90 days(3) . . .

Total Private Education Loans in repayment .

Total Private Education Loans, gross . . . . . . .

Private Education Loans deferred origination
costs and unamortized premium/(discount) . .

Total Private Education Loans . . . . . . . . . . . .

Private Education Loans allowance for losses

Private Education Loans, net . . . . . . . . . . . . .

Percentage of Private Education Loans in
repayment . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Delinquent Private Education Loans in
repayment as a percentage of Private
Education Loans in repayment . . . . . . . . . . . .

Loans in forbearance as a percentage of loans
in repayment and forbearance . . . . . . . . . . . . .

2,340,221

3,159,878

2,781,132

2,566,815

2,225,721

3,241,884

16,315,651

11,152

26,096

3,087

935

9,527

3,850

44,382

17,048

7,818

51,656

21,161

12,314

54,559

24,562

12,946

100,206

288,051

45,917

24,803

121,302

62,666

2,355,395

3,199,351

2,850,380

2,651,946

2,317,788

3,412,810

16,787,670

4,047,048

4,888,373

4,003,485

3,433,858

2,821,172

3,995,655

23,189,591

23,661

17,699

13,843

12,304

8,564

5,153

81,224

4,070,709

4,906,072

4,017,328

3,446,162

2,829,736

4,000,808

23,270,815

(3,013)

(19,105)

(44,858)

(71,598)

(80,974)

(154,752)

(374,300)

4,067,696

4,886,967

3,972,470

3,374,564

2,748,762

3,846,056

$ 22,896,515

58.2 %

65.4 %

71.2 %

77.2 %

82.2 %

85.4 %

72.4 %

0.6 %

0.9 %

1.2 %

3.3 %

2.4 %

4.8 %

3.2 %

5.2 %

4.0 %

5.2 %

5.0 %

4.7 %

2.8 %

4.1 %

______

(1)

(2)

(3)

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).

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

F-56

SLM CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Dollars in thousands, unless otherwise noted)

7. Allowance for Credit Losses (Continued)

Private Education Loans Held for Investment - Delinquencies by Origination Vintage

December 31, 2018

2018

2017

2016

2015

2014

2013 and
Prior

Total

$ 1,602,476

$ 1,497,955

975,796

589,558

314,393

280,267

$ 5,260,445

14,543

93,018

127,389

133,023

101,285

107,906

577,164

2,233,102

2,800,142

2,769,458

2,533,550

1,865,094

2,088,359

14,289,705

10,263

22,219

3,521

640

7,227

3,322

41,788

15,893

8,042

49,762

19,935

10,549

43,291

18,561

10,983

63,893

29,968

17,294

231,216

95,105

50,830

2,247,526

2,832,910

2,835,181

2,613,796

1,937,929

2,199,514

14,666,856

3,864,545

4,423,883

3,938,366

3,336,377

2,353,607

2,587,687

20,504,465

20,433

16,362

14,747

10,422

4,992

1,365

68,321

3,884,978

4,440,245

3,953,113

3,346,799

2,358,599

2,589,052

20,572,786

(2,670)

(15,469)

(43,469)

(63,442)

(62,852)

(90,041)

(277,943)

$ 3,882,308

$ 4,424,776

$ 3,909,644

$ 3,283,357

$ 2,295,747

$ 2,499,011

$ 20,294,843

58.2 %

64.0 %

72.0 %

78.3 %

82.3 %

85.0 %

71.5 %

0.6 %

1.2 %

3.2 %

2.3 %

4.3 %

3.1 %

4.8 %

3.8 %

5.0 %

5.1 %

4.7 %

2.6 %

3.8 %

Loans in-school/grace/deferment(1) . . . . . . . . .

Loans in forbearance(2) . . . . . . . . . . . . . . . . . .

Loans in repayment:

Loans current . . . . . . . . . . . . . . . . . . . . . . . .

Loans delinquent 31-60 days(3) . . . . . . . . . .

Loans delinquent 61-90 days(3) . . . . . . . . . .

Loans delinquent greater than 90 days(3) . . .

Total Private Education Loans in repayment .

Total Private Education Loans, gross . . . . . . .

Private Education Loans deferred origination
costs and unamortized premium/(discount) . .

Total Private Education Loans . . . . . . . . . . . .

Private Education Loans allowance for losses

Private Education Loans, net . . . . . . . . . . . . .

Percentage of Private Education Loans in
repayment . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Delinquent Private Education Loans in
repayment as a percentage of Private
Education Loans in repayment . . . . . . . . . . . .

Loans in forbearance as a percentage of loans
in repayment and forbearance . . . . . . . . . . . . .

______

(1)

(2)

(3)

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).

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

F-57

SLM CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Dollars in thousands, unless otherwise noted)

7. Allowance for Credit Losses (Continued)

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 upon 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.

Private Education Loans

Accrued Interest Receivable

Total Interest
Receivable

Greater Than
90 Days
Past Due

Allowance for
Uncollectible
Interest

December 31, 2020 . . . . . . . . . . .

$ 1,168,895 $

4,354 $

December 31, 2019 . . . . . . . . . . .

$ 1,366,158 $

2,390 $

4,467

5,309

F-58

SLM CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Dollars in thousands, unless otherwise noted)

8. Unfunded 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. See Note 2, “Significant
Accounting Policies — Allowance for Credit Losses 2020 — Off-Balance Sheet Exposure for Contractual Loan Commitments”
for additional information.

At December 31, 2020, we had $1.7 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.

2020

2019

2018

Years Ended December 31,

Allowance

Unfunded
Commitments

Allowance

Unfunded
Commitments

Allowance

Unfunded
Commitments

Beginning Balance . . . . . . . . . . $

2,481

1,910,603

2,165

2,010,744 $

1,885 $

1,838,840

Day 1 adjustment for the
adoption of CECL . . . . . . . . . . .

Balance January 1, 2020 . . . . . .

Provision/New commitments -
net(1) . . . . . . . . . . . . . . . . . . . . .
Transfer - funded loans(2) . . . . .

115,758

118,239

—

1,910,603

312,613

5,070,175

(320,808)

(5,307,760)

—

2,165

6,533

(6,217)

—

2,010,744

—

1,885

—

1,838,840

5,513,790

5,611

5,474,284

(5,613,931)

(5,331)

(5,302,380)

Ending Balance . . . . . . . . . . . . . $

110,044

1,673,018

2,481

1,910,603 $

2,165 $

2,010,744

________________

(1) Net of expirations of commitments unused.
(2) When a loan commitment is funded, its related liability for credit losses (which originally was recorded as a provision for

unfunded commitments) is transferred to the allowance for credit losses.

The unfunded commitments disclosed above represent the total amount of outstanding unfunded commitments at each

period end. However, historically not all of these commitments are funded prior to the expiration of the commitments. We
estimate the amount of commitments expected to be funded in calculating the reserve for unfunded commitments. The amount
we expect to fund and use in our calculation of the reserve for unfunded commitments will change period to period based upon
the loan characteristics of the underlying commitments.

F-59

SLM CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Dollars in thousands, unless otherwise noted)

9. Premises and Equipment, net

The following is a summary of our premises and equipment.

December 31,

2020

2019

Land and land improvements . . . . . . . .

12,356

Buildings and leasehold improvements

120,971

105,986

Furniture, fixtures and equipment . . . . .

Software . . . . . . . . . . . . . . . . . . . . . . . .

Premises and equipment, gross . . . . . . .

Accumulated depreciation . . . . . . . . . .

28,272

76,500

238,099

(83,429)

25,694

70,191

214,227

(79,478)

Premises and equipment, net . . . . . . . . .

154,670

134,749

Depreciation expense for premises and equipment was $15 million, $15 million and $14 million for the years ended

December 31, 2020, 2019 and 2018, respectively.

10. Deposits

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

Deposits - interest bearing . . . . . . . . . . . . . . . . . . .
Deposits - non-interest bearing . . . . . . . . . . . . . . . .
Total deposits . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

$ 22,664,899 $ 24,282,906
1,077
$ 22,666,039 $ 24,283,983

1,140

December 31,

2020

2019

Our total deposits of $22.7 billion were comprised of $11.9 billion in brokered deposits and $10.8 billion in retail and

Interest bearing deposits as of December 31, 2020 and 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 add deposits we consider to be core.
These and other large omnibus accounts, aggregating the deposits of many individual depositors, represented $7.1 billion of our
deposit total as of December 31, 2020, compared with $6.8 billion at December 31, 2019.

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 $19 million,
$18 million, and $13 million in the years ended December 31, 2020, 2019 and 2018, respectively. Fees paid to third-party
brokers related to these CDs were $5 million, $28 million, and $26 million during the years ended December 31, 2020, 2019
and 2018, respectively.

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

F-60

SLM CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Dollars in thousands, unless otherwise noted)

10. Deposits (Continued)

December 31, 2020

December 31, 2019

Year-End
Weighted
Average Stated
Rate(1)

Amount

Year-End
Weighted
Average Stated
Rate(1)

Amount

Money market . . . . . . . . . . . . . . . . . . . . . .

$ 10,159,657

0.83 % $ 9,616,547

2.04 %

Savings . . . . . . . . . . . . . . . . . . . . . . . . . . .

907,976

Certificates of deposit . . . . . . . . . . . . . . . .

11,597,266

Deposits - interest bearing . . . . . . . . . . .

$ 22,664,899

0.55

1.34

718,616

13,947,743

$ 24,282,906

1.71

2.44

___

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

Certificates of deposit remaining maturities are summarized as follows:

December 31,

2020

2019

One year or less . . . . . . . . . . . . . . . . . . . . . . . .

$ 5,728,556 $ 4,934,933

After one year to two years . . . . . . . . . . . . . . .

3,363,022

4,279,406

After two years to three years . . . . . . . . . . . . .

1,603,229

2,807,297

After three years to four years . . . . . . . . . . . .

After four years to five years . . . . . . . . . . . . .

After five years . . . . . . . . . . . . . . . . . . . . . . . .

553,911

300,346

48,202

1,285,504

548,492

92,111

Total . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

$ 11,597,266 $ 13,947,743

As of December 31, 2020 and 2019, there were $571 million and $963 million, respectively, of deposits exceeding FDIC

insurance limits. Accrued interest on deposits was $50 million and $68 million at December 31, 2020 and 2019, respectively.

F-61

SLM CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Dollars in thousands, unless otherwise noted)

11. 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 secured borrowings at December 31, 2020 and 2019.

December 31, 2020

December 31, 2019

Short-Term

Long-Term

Total

Short-Term

Long-Term

Total

Unsecured borrowings:

Unsecured debt (fixed-rate) . . . . . . . .

— $

692,879 $

692,879

— $

198,159 $

198,159

Total unsecured borrowings . . . . . . . .

—

692,879

—

198,159

Secured borrowings:

Private Education Loan term
securitizations:

Fixed-rate . . . . . . . . . . . . . . . . . . . .

Variable-rate . . . . . . . . . . . . . . . . . .

Total Private Education Loan term
securitizations . . . . . . . . . . . . . . . . . . .

Secured Borrowing Facility . . . . . . . .

Total secured borrowings . . . . . . . . . .

—

3,261,233

1,235,105

3,261,233

1,235,105

4,496,338

—

4,496,338

—

289,230

2,629,902

1,525,976

2,629,902

1,525,976

4,155,878

—

289,230

4,155,878

4,445,108

Total . . . . . . . . . . . . . . . . . . . . . . . . .

— $ 5,189,217 $ 5,189,217

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 outstanding advances. The amended Secured Borrowing Facility extended
the revolving period, during which we may borrow, repay and reborrow funds, until February 17, 2021. On February 17, 2021,
we further amended and extended the maturity of our Secured Borrowing Facility such that the revolving period now extends
until February 16, 2022. The scheduled amortization period, during which amounts outstanding under the Secured Borrowing
Facility must be repaid, now ends on February 16, 2023 (or earlier, if certain material adverse events occur). At December 31,
2020, there were no secured borrowings outstanding under the Secured Borrowing Facility, and at December 31, 2019,
$289 million secured borrowings were outstanding under the Secured Borrowing Facility. For additional information, see Notes
to Consolidated Financial Statements, Note 25, “Subsequent Events.”

Short-term borrowings have a remaining term to maturity of one year or less. The following table summarizes the
outstanding short-term borrowings, the weighted average interest rates at the end of the period and the related average balance
and weighted average interest rates during the period. The Secured Borrowing Facility’s contractual maturity is two years from
the date of inception or renewal (one-year revolving period plus a one-year amortization period); however, we classify advances
under our Secured Borrowing Facility as short-term borrowings because it is our intention to repay those advances within one
year.

F-62

SLM CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Dollars in thousands, unless otherwise noted)

11. Borrowings (Continued)

December 31, 2020

Year Ended
December 31, 2020

Ending Balance

Weighted
Average
Interest Rate

Average Balance

Weighted
Average
Interest Rate(1)

Short-term borrowings:

Secured Borrowing Facility . . . . . . . . . . . . .

Maximum outstanding at any month end . .

—

289,230

— % $

45,820

24.99 %

December 31, 2019

Ending Balance

Weighted
Average
Interest Rate

Year Ended
December 31, 2019

Average Balance

Weighted
Average
Interest Rate

Short-term borrowings:

Secured Borrowing Facility . . . . . . . . . . . . .

Maximum outstanding at any month end . .

289,230

297,800

___________

1.74 % $

102,639

4.91 %

(1)The interest for the non-use fees is calculated based on the Secured Borrowing Facility’s maximum borrowing limit, which increased
to $2 billion in 2020.

Long-term Borrowings

Unsecured Debt

On April 5, 2017, we issued at par an unsecured debt offering of $200 million of 5.125 percent Senior Notes due April 5,

2022. At December 31, 2020, the outstanding balance was $199 million.

On October 29, 2020, we issued at par an unsecured debt offering of $500 million of 4.20 percent Senior Notes due

October 29, 2025. At December 31, 2020, the outstanding balance was $494 million.

Secured Financings

2020 Transactions

On February 12, 2020, we executed our $636 million SMB Private Education Loan Trust 2020-A term ABS transaction,

On August 12, 2020, we executed our $707 million SMB Private Education Loan Trust 2020-B term ABS transaction,

2019 Transactions

On March 13, 2019, we executed our $453 million SMB Private Education Loan Trust 2019-A term ABS transaction,

F-63

SLM CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Dollars in thousands, unless otherwise noted)

11. Borrowings (Continued)

A and Class B notes had a weighted average life of 4.26 years and priced at a weighted average LIBOR equivalent cost of 1-
month LIBOR plus 0.92 percent. At December 31, 2020, $377 million of our Private Education Loans, including $355 million
of principal and $22 million in capitalized interest, were encumbered because of this transaction.

Pre-2019 Transactions

Prior to 2019, we executed a total of $5.8 billion in ABS transactions that were accounted for as secured financings. At

December 31, 2020, $3.7 billion of our Private Education Loans, including $3.5 billion of principal and $159 million in
capitalized interest, were encumbered as a result of these transactions.

The following table summarizes the outstanding long-term borrowings, the weighted average interest rates at the end of
the period and the related average balance during the period. Rates reflect stated interest of borrowings and related discounts
and premiums. The long-term borrowings amortize over time and mature serially from 2025 to 2053.

December 31, 2020

Ending
Balance

Weighted
Average
Interest Rate

Year Ended
December 31,
2020

December 31, 2019

Year Ended
December 31,
2019

Average
Balance

Ending
Balance

Weighted
Average
Interest Rate

Average
Balance

Floating-rate borrowings . . . . . .

$ 1,235,105

1.09 % $ 1,432,446

$ 1,525,976

2.61 % $ 1,731,675

Fixed-rate borrowings . . . . . . . .

3,954,112

3.08

3,316,425

2,828,061

3.31

2,752,183

Total long-term borrowings . . . .

$ 5,189,217

2.60 % $ 4,748,871

$ 4,354,037

3.07 % $ 4,483,858

F-64

SLM CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Dollars in thousands, unless otherwise noted)

11. Borrowings (Continued)

As of December 31, 2020, the stated maturity and maturity to call date of our brokered deposits and borrowings are

summarized below.

Stated Maturity(1)

Maturity to Call Date

December 31, 2020

Brokered
Deposits

Unsecured
Debt

Secured
Borrowings

Total

Brokered
Deposits

Unsecured
Debt

Secured
Borrowings

Total

Year of Maturity

2021 . . . . . . . . . . . . $ 3,691,601 $

— $ 612,195 $ 4,303,796

$ 3,691,601 $

— $ 612,195 $ 4,303,796

2022 . . . . . . . . . . . .

2,918,823

200,000

567,540

3,686,363

2,918,823

200,000

567,540

3,686,363

2023 . . . . . . . . . . . .

1,536,077

2024 . . . . . . . . . . . .

499,112

—

605,658

2,141,735

1,536,077

596,843

1,095,955

499,112

—

605,658

2,141,735

596,843

1,095,955

2025 . . . . . . . . . . . .

270,274

500,000

587,801

1,358,075

270,274

500,000

587,801

1,358,075

2026 and after . . . .

47,401

—

1,705,576

1,752,977

47,401

—

1,705,576

1,752,977

8,963,288

700,000

4,675,613

14,338,901

8,963,288

700,000

4,675,613

14,338,901

Hedge accounting
adjustments . . . . . .

108,913

—

108,913

—

108,913

Total . . . . . . . . . . . . $ 9,072,201 $ 700,000 $ 4,675,613 $ 14,447,814

$ 9,072,201 $ 700,000 $ 4,675,613 $ 14,447,814

____________

(1)We view our securitization trust debt as long-term based on the contractual maturity dates and projected principal paydowns based on our current
estimates regarding loan prepayment speeds. The projected principal paydowns in year 2021 include $612 million related to the securitization trust debt.

F-65

SLM CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Dollars in thousands, unless otherwise noted)

11. Borrowings (Continued)

Secured Financings

The following summarizes our secured financings issued in 2019 and 2020:

Issue

Date Issued

Total Issued

Weighted Average Cost of Funds(1)

Weighted
Average Life
(in years)

Private Education Loans:

2019-A

2019-B

Total notes issued in 2019

March 2019

June 2019

453,000

1-month LIBOR plus 0.92%

657,000

1-month LIBOR plus 1.01%

4.26

4.41

1,110,000

Total loan and accrued interest amount securitized
at inception in 2019

1,208,963

2020-A

2020-B

February 2020

August 2020

636,000

707,000

1-month LIBOR plus 0.88%

1-month LIBOR plus 1.30%

4.18

4.14

Total notes issued in 2020

1,343,000

Total loan and accrued interest amount securitized
at inception in 2020

1,463,230

____________

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

F-66

SLM CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Dollars in thousands, unless otherwise noted)

11. 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.

December 31, 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 . . . . .

Secured Borrowing
Facility . . . . . . . . . . . . . .

— $ 4,496,338 $ 4,496,338 $ 5,661,123 $

154,417 $

356,967 $ 6,172,507

—

436

Total . . . . . . . . . . . . . . . .

— $ 4,496,338 $ 4,496,338 $ 5,661,123 $

154,417 $

357,403 $ 6,172,943

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 . . . . .

Secured Borrowing
Facility . . . . . . . . . . . . . .

— $ 4,155,878

$ 4,155,878 $ 5,246,986 $

145,760 $

333,173 $ 5,725,919

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.

Unconsolidated VIEs

Student Loan Securitizations

Our unconsolidated VIEs include variable interests that we hold in certain securitization trusts created by the sale of our
Private Education Loans to unaffiliated third parties in the first quarter of 2020. The Company remained the servicer of these
loans pursuant to applicable servicing agreements executed in connection with the sales, and is also the administrator of these
trusts. Additionally, we own 5 percent of the securities issued by the trusts in order to meet risk retention requirements. We
were not required to consolidate these entities because we do not have the power to direct the activities that most significantly
impact their economic performance. Our maximum exposure to these entities is limited to the investment on our consolidated
balance sheet of $86 million as of December 31, 2020.

Other Borrowing Sources

We maintain discretionary uncommitted Federal Funds lines of credit with various correspondent banks, which totaled

$125 million at December 31, 2020. The interest rate we are charged on these lines of credit is priced at Fed Funds plus a

F-67

SLM CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Dollars in thousands, unless otherwise noted)

11. Borrowings (Continued)

spread at the time of borrowing, and is payable daily. We did not utilize these lines of credit in the years ended December 31,
2020 and 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 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 December 31, 2020 and December 31, 2019, the value of our pledged collateral at the FRB
totaled $3.8 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 years ended December 31, 2020 and 2019.

12. 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.

Although we use derivatives to reduce the risk of interest rate changes, the use of derivatives does expose us to both

market and credit risk. Market risk is the chance of financial loss resulting from changes in interest rates and market liquidity.
Credit risk is the risk that a counterparty will not perform its obligations under a contract and it is limited to the loss of the fair
value gain in a derivative that the counterparty owes us less collateral held and plus collateral posted. When the fair value of a
derivative contract less collateral held and plus collateral posted is negative, we owe the counterparty and, therefore, we have
no credit risk exposure to the counterparty; however, the counterparty has exposure to us. We minimize the credit risk in
derivative instruments by entering into transactions with reputable counterparties that are reviewed regularly by our Credit
Department. We also maintain a policy of requiring that all derivative contracts be governed by an International Swaps and
Derivatives Association, Inc. Master Agreement. Depending on the nature of the derivative transaction, bilateral collateral
arrangements are required as well. When we have more than one outstanding derivative transaction with the counterparty, and
there exists legally enforceable netting provisions with the counterparty (i.e., a legal right to offset receivable and payable
derivative contracts), the “net” mark-to-market exposure, less collateral held and plus collateral posted, represents exposure
with the counterparty. We refer to this as the “net position.” When there is a net negative exposure, we consider our exposure to
the counterparty and the net position to be zero.

F-68

SLM CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Dollars in thousands, unless otherwise noted)

12. Derivative Financial Instruments (Continued)

Our exposure is limited to the value of the derivative contracts in a gain position less any collateral held and plus any

Accounting for Derivative Instruments

We elected to early adopt ASU No. 2017-12 effective July 1, 2018. Under the standard, we are no longer required to

separately measure and report hedge ineffectiveness, which was previously recorded in “gains (losses) on derivatives and
hedging activities, net” in our consolidated statements of income. In accordance with the standard, certain provisions were
required to be applied on a modified retrospective basis, which requires a cumulative effect adjustment to accumulated other
comprehensive income with a corresponding adjustment to retained earnings as of the beginning of the fiscal year of adoption,
or January 1, 2018 in our case.

Fair Value Hedges

Cash Flow Hedges

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 twelve months, we estimate that
$19 million will be reclassified as an increase to interest expense.

Trading Activities

When derivative instruments do not qualify for hedge accounting treatment, they are accounted for at fair value with all

changes in fair value recorded through earnings. All of our derivative instruments entered into with maturities of less than 3
years are economically hedging risk, but do not receive hedge accounting treatment. Trading derivatives also include any
hedges that originally received hedge accounting treatment, but lost hedge accounting treatment due to failed effectiveness
testing, as well as the activity of certain derivatives prior to those derivatives receiving hedge accounting treatment.

F-69

SLM CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Dollars in thousands, unless otherwise noted)

12. Derivative Financial Instruments (Continued)

Summary of Derivative Financial Statement Impact

The following tables summarize the fair values and notional amounts of all derivative instruments at December 31, 2020

and 2019, and their impact on earnings and other comprehensive income for the years ended December 31, 2020, 2019 and
2018.

Impact of Derivatives on the Consolidated Balance Sheets

Cash Flow Hedges

Fair Value Hedges

Trading

Total

December
31,

2020

2019

2020

2019

2020

2019

2020

2019

Hedged
Risk
Exposure

Interest
rate

Fair Values(1)

Derivative Assets:(2)

Interest rate swaps .

Derivative
Liabilities:(2)

Interest rate swaps

Total net derivatives .

__________

— $

715 $

594 $

— $

135 $

— $

729 $

715

(287)

—

(896)

—

(268)

(287)

(1,164)

(287) $

715 $

594 $

(896) $

135 $

(268) $

442 $

(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

December 31,

2020

2019

2020

2019

Gross position(1) . . . . . . . . . . . . . . . . . . . . . .

Impact of master netting agreement . . . . . . .

Derivative values with impact of master
netting agreements (as carried on balance
sheet) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Cash collateral pledged(2) . . . . . . . . . . . . . . .

729

(176)

715

(287) $

(1,164)

(519)

176

519

553

42,874

196

52,564

(111)

—

(645)

—

(645)

Net position . . . . . . . . . . . . . . . . . . . . . . . . . .

43,427

52,760

(111) $

__________

(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.

F-70

SLM CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Dollars in thousands, unless otherwise noted)

12. Derivative Financial Instruments (Continued)

Cash Flow

Fair Value

Trading

Total

December
31,

2020

2019

2020

2019

2020

2019

2020

2019

$ 1,018,976 $ 1,150,518 $ 4,845,543 $ 5,031,429 $ 2,693,364 $ 3,744,917 $ 8,557,883 $ 9,926,864

Notional Values

Interest rate
swaps . . . . . . . .

As of December 31, 2020 and 2019, the following amounts were recorded on the consolidated balance sheet related to

cumulative basis adjustments for fair value hedges:

Carrying Amount of the Hedged
Assets/(Liabilities)

Cumulative Amount of Fair
Value Hedging Adjustment
Included in the Carrying
Amount of the Hedged Assets/
(Liabilities)

Line Item in the Balance Sheet in Which the
Hedged Item is Included:

December 31,

2020

2019

2020

2019

Deposits . . . . . . . . . . . . . . . . . . . . . . . . . . . .

$ (4,992,867) $ (5,085,426)

(154,235) $

(63,148)

F-71

SLM CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Dollars in thousands, unless otherwise noted)

12. Derivative Financial Instruments (Continued)

Impact of Derivatives on the Consolidated Statements of Income

Years Ended December 31,

2020

2019

2018

Fair Value Hedges

Interest rate swaps:

Interest recognized on derivatives . . . . . . . . . . . .

71,668 $

(8,806) $

(11,642)

Hedged items recorded in interest expense . . . . .

Derivatives recorded in interest expense . . . . . . .

(91,087)

91,419

(77,350)

77,177

(7,966)

8,123

Total . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

72,000 $

(8,979) $

(11,485)

Cash Flow Hedges

Interest rate swaps:

Amount of gain (loss) reclassified from
accumulated other comprehensive income into
interest expense . . . . . . . . . . . . . . . . . . . . . . . . . .

Total . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Trading

Interest rate swaps:

Change in fair value of future interest payments
recorded in earnings . . . . . . . . . . . . . . . . . . . . . . .

Total . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Total . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

(16,000) $

2,299 $

(1,455)

10,164 $

19,469 $

10,164

19,469

(1,400)

66,164 $

12,789 $

(14,340)

F-72

SLM CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Dollars in thousands, unless otherwise noted)

12. Derivative Financial Instruments (Continued)

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

Amount of gain (loss) recognized in other
comprehensive income (loss) . . . . . . . . . . . . . . . .

Less: Amount of gain (loss) reclassified in
interest expense . . . . . . . . . . . . . . . . . . . . . . . . . . .
Total change in other comprehensive income
(loss) for unrealized gains (losses) on derivatives,
before income tax (expense) benefit . . . . . . . . . . .

Years Ended December 31,

2020

2019

2018

(52,511) $

(36,115) $

10,452

(16,000)

2,299

(1,455)

(36,511) $

(38,414) $

11,907

Cash Collateral

As of December 31, 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 by us related to derivative exposure
between us and our derivatives counterparties at December 31, 2020 and 2019, respectively. Collateral held is recorded in
“Other Liabilities” on the consolidated balance sheets. Cash collateral pledged related to derivative exposure between us and
our derivatives counterparties was $43 million and $53 million at December 31, 2020 and 2019, respectively. Collateral
pledged is recorded in “Other interest-earning assets” on the consolidated balance sheets.

F-73

SLM CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Dollars in thousands, unless otherwise noted)

13. Stockholders’ Equity

Preferred Stock

At December 31, 2020, we had 2.5 million shares of Floating-Rate Non-Cumulative Preferred Stock, Series B (the
“Series B Preferred Stock”) outstanding. The Series B Preferred Stock does not have a maturity date, but can be redeemed at
our option. Redemption would include any accrued and unpaid dividends for the then current quarterly dividend period, up to
the redemption date. The shares have no preemptive or conversion rights and are not exchangeable for any of our other
securities or property. Dividends are not mandatory and are paid quarterly, when, as, and if declared by the Board of Directors.
Holders of Series B Preferred Stock are entitled to receive quarterly dividends based on 3-month LIBOR plus 170 basis points
per annum in arrears. Upon liquidation or dissolution of the Company, holders of the Series B Preferred Stock are entitled to
receive $100 per share, plus an amount equal to accrued and unpaid dividends for the then current quarterly dividend period,
pro rata, and before any distribution of assets is made to holders of our common stock.

Common Stock

Dividend and Share Repurchases

In both the years ended December 31, 2020 and 2019, we paid a total common stock dividend of $0.12 per common

share, respectively. We did not pay common stock dividends for the year ended December 31, 2018. Common stock dividend
declarations are subject to determination by, and the discretion of, our Board of Directors. We may change our common stock
dividend policy at any time.

We are dependent on funds obtained from the Bank to fund dividend payments. Regulatory and other legal restrictions
may limit our ability to transfer funds freely, either to or from our subsidiaries. In particular, the Bank is subject to laws and
regulations that authorize regulatory bodies to block or reduce the flow of funds to us, or that prohibit such transfers altogether
in certain circumstances. These laws, regulations and rules may hinder our ability to access funds that we may need to make
payments in respect of our stock or to satisfy our other responsibilities. The FDIC has the authority to prohibit or limit the
payment of dividends by the Bank and SLM Corporation.

The January 23, 2019 share repurchase program (the “2019 Share Repurchase Program”), which was effective upon
announcement and expired on January 22, 2021, permitted us to repurchase from time to time shares of our common stock up to
an aggregate repurchase price not to exceed $200 million. We have utilized all capacity under our 2019 Share Repurchase
Program, having repurchased 17 million shares of common stock for $167 million in the year ended December 31, 2019 and
3 million shares of common stock for $33 million in the year ended December 31, 2020.

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.

F-74

SLM CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Dollars in thousands, unless otherwise noted)

13. Stockholders’ Equity (Continued)

at which time there is an immediate reduction in the weighted average common shares calculation for basic and diluted earnings
per share. On January 26, 2021, we completed the ASR and upon final settlement on January 28, 2021, we received an
additional 13 million shares. In total, we repurchased 58 million shares under the ASR at an average price per share of $9.01.
For additional information, see Notes to Consolidated Financial Statements, Note 25, “Subsequent Events.”

On January 27, 2021, we announced a new share repurchase program (the “2021 Share Repurchase Program”), which

was effective upon announcement and expires on January 26, 2023, and permits us to repurchase shares of our common stock
from time to time up to an aggregate repurchase price not to exceed $1.25 billion.

Repurchases under our share repurchase programs may occur from time to time and through a variety of methods,

including tender offers, open market repurchases, repurchases effected through Rule 10b5-1 trading plans, negotiated block
purchases, accelerated share repurchase programs, or other similar transactions. The timing and volume of any repurchases
under the 2020 Share Repurchase Program and the 2021 Share Repurchase Program will be subject to market conditions, and
there can be no guarantee that the Company will repurchase up to the limit of the programs or at all.

For the year ended December 31, 2018, we only repurchased common stock acquired in connection with taxes withheld

resulting from award exercises and vesting under our employee stock-based compensation plans. The following table
summarizes our common share repurchases and issuances associated with these programs.

(Shares and per share amounts in actuals)
Common stock repurchased under repurchase program(1)(2) . . . .
Average purchase price per share(3) . . . . . . . . . . . . . . . . . . . . . .

Shares repurchased related to employee stock-based
compensation plans(4) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Average purchase price per share . . . . . . . . . . . . . . . . . . . . . . .
Common shares issued(5) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

_________

Years Ended December 31,

2020

2019

2018

47,736,847

16,962,199

9.66

9.86

—

1,197,843
10.93
3,129,325

1,369,630
10.85
$
3,743,705

3,087,396
11.32
$
6,392,634

(1) Common shares purchased under our share repurchase programs. $75 million of capacity under the 2020 Share Repurchase Program

remained available as of December 31, 2020.

(2) For the year ended December 31, 2020, the amount includes 44.9 million shares related to the initial delivery of shares under our accelerated

share repurchase agreement, described above.

(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 December 31, 2020 was $12.39.

F-75

SLM CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Dollars in thousands, unless otherwise noted)

14. Earnings per Common Share

Basic earnings 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.

(In thousands, except per share data)
Numerator:

Years Ended December 31,

2020

2019

2018

Net income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

880,690 $

578,276 $ 487,476

Preferred stock dividends . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

9,734

16,837

15,640

Net income attributable to SLM Corporation common stock . . . . . . . . . . . . . . . . . .

870,956 $

561,439 $ 471,836

Denominator:

Weighted average shares used to compute basic EPS . . . . . . . . . . . . . . . . . . . . . . . .

383,705

427,292

435,054

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) . . . .

3,490

3,382

4,627

Weighted average shares used to compute diluted EPS . . . . . . . . . . . . . . . . . . . . . . .

387,195

430,674

439,681

Basic earnings per common share attributable to SLM Corporation . . . . . . . . .

2.27 $

1.31 $

1.08

Diluted earnings per common share attributable to SLM Corporation . . . . . . .

2.25 $

1.30 $

1.07

__________

(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 years ended December 31, 2020, 2019 and 2018, securities covering no shares, no shares and less than one million shares, respectively,

were outstanding but not included in the computation of diluted earnings per share because they were anti-dilutive.

F-76

SLM CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Dollars in thousands, unless otherwise noted)

15. Stock-Based Compensation Plans and Arrangements

Plan Summaries

As of December 31, 2020, we had one active stock-based compensation plan that provides for grants of equity awards to
our employees and non-employee directors. We also maintained an Employee Stock Purchase Plan (the “ESPP”). Shares issued
under these stock-based compensation plans may be either shares reacquired by us or shares that are authorized but unissued.

The SLM Corporation 2012 Omnibus Incentive Plan was approved by shareholders on May 24, 2012. An amendment to

the plan was approved and other material terms of the plan were re-approved by shareholders on June 22, 2017. At
December 31, 2020, 13 million shares, as adjusted to reflect the effects of the Spin-Off, were authorized to be issued from this
plan.

An amendment to the ESPP was approved by shareholders on May 24, 2012 that authorized the issuance of 6 million
shares under the plan and kept the terms of the plan substantially the same. The number of shares authorized under the plan was
subsequently adjusted to 15 million shares on June 25, 2014, to reflect the effects of the Spin-Off.

Stock-Based Compensation

The total stock-based compensation cost recognized in the consolidated statements of income for the years ended

December 31, 2020, 2019 and 2018 was $36 million, $31 million and $32 million, respectively. As of December 31, 2020,
there was $17 million of total unrecognized compensation expense related to unvested restricted stock awards, restricted stock
units, performance stock units and ESPP awards, which is expected to be recognized over a weighted average period of 1.4
years. We amortize compensation expense on a straight-line basis over the related vesting periods of each tranche of each
award.

Stock Options

Stock options granted prior to 2012 expire 10 years after the grant date. The exercise price must be equal to or greater

than the market price of our common stock on the grant date. We have granted time-vested, price-vested and performance-
vested options to our employees and non-employee directors. Time-vested options granted to management and non-
management employees generally vest over three years. Price-vested options granted to management employees vest upon our
common stock reaching a targeted closing price for a set number of days. Performance-vested options granted to management
employees vest one-third per year for three years based on corporate earnings-related performance targets. Options granted to
non-employee directors vest upon the director’s election to the Board of Directors.

There were no options granted in the years ended December 31, 2020, 2019 and 2018.

F-77

SLM CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Dollars in thousands, unless otherwise noted)

15. Stock-Based Compensation Plans and Arrangements (Continued)

The following table summarizes stock option activity for the year ended December 31, 2020.

(Dollars in thousands, except per share data)

Number of
Options

Weighted
Average
Exercise
Price per
Share

Weighted
Average
Remaining
Contractual
Term

Aggregate
Intrinsic
(1)
Value

Outstanding at December 31, 2019 . . . . . . . . .

789,846 $

Granted . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Exercised(2)(3) . . . . . . . . . . . . . . . . . . . . . . . . . .

Canceled . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Outstanding at December 31, 2020(4) . . . . . . . .

—

(545,971)

(2,200)

241,675 $

Exercisable at December 31, 2020 . . . . . . . . . .

241,675 $

4.75

—

4.51

3.70

5.24

0.1 years $

1,727

0.1 years $

1,727

____________

(1)

(2)

(3)

(4)

The aggregate intrinsic value represents the total intrinsic value (the aggregate difference between our closing
stock price on December 31, 2020 and the exercise price of in-the-money options) that would have been received
by the option holders if all in-the-money options had been exercised on December 31, 2020.

The total intrinsic value of options exercised was $3 million, $4 million, and $17 million for the years ended
December 31, 2020, 2019 and 2018, respectively.

No cash was received from option exercises for the year ended December 31, 2020. The actual tax benefit
realized for the tax deductions from option exercises totaled less than $1 million for the year ended December 31,
2020.

For net-settled options, gross number is reflected.

F-78

SLM CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Dollars in thousands, unless otherwise noted)

15. Stock-Based Compensation Plans and Arrangements (Continued)

Restricted Stock

Restricted stock awards generally vest over one year. Outstanding restricted stock is entitled to dividend equivalent units

that vest subject to the same vesting requirements or lapse of transfer restrictions, as applicable, as the underlying restricted
stock award. The fair value of restricted stock awards is based on our stock price at the grant date.

The following table summarizes restricted stock activity for the year ended December 31, 2020.

(Shares and per share amounts in actuals)

Number of
Shares

Weighted
Average Grant
Date
Fair Value

Non-vested at December 31, 2019 . . . . . . . . . . .

118,789 $

Granted . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Vested(1) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Canceled . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Non-vested at December 31, 2020(2) . . . . . . . . .

143,033

(118,789)

—

143,033 $

9.26

7.69

9.26

—

7.69

_________

(1)

(2)

The total fair value of shares that vested during the years ended December 31, 2020, 2019
and 2018 was $1 million, $1 million and $1 million, respectively.

As of December 31, 2020, there was $1 million of unrecognized compensation cost related
to restricted stock, which is expected to be recognized over a weighted average period of
0.5 years.

F-79

SLM CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Dollars in thousands, unless otherwise noted)

15. Stock-Based Compensation Plans and Arrangements (Continued)

Restricted Stock Units and Performance Stock Units

Restricted stock units (“RSUs”) and performance stock units (“PSUs”) are equity awards granted to employees that
entitle the holder to shares of our common stock when the award vests. RSUs may be time-vested over three years or vested at
grant but subject to transfer restrictions, while PSUs vest based on corporate performance targets at the end of a three-year
period.

Outstanding RSUs and PSUs are entitled to dividend equivalent units that vest subject to the same vesting requirements

or lapse of transfer restrictions, as applicable, as the underlying award. The fair value of RSUs is based on our stock price at the
grant date.

The following table summarizes RSU and PSU activity for the year ended December 31, 2020.

(Shares and per share amounts in actuals)

Number of
RSUs/
PSUs

Weighted
Average Grant
Date
Fair Value

Outstanding at December 31, 2019 . . . . . . . . . . .

5,179,217 $

Granted . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Vested and converted to common stock(1) . . . . . .

Canceled . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Outstanding at December 31, 2020(2) . . . . . . . . . .

4,073,495
(2,410,931)

(120,276)

6,721,505 $

11.28

9.91
10.79

11.05

10.41

__________

(1)

(2)

The total fair value of RSUs/PSUs that vested and converted to common stock during the
years ended December 31, 2020, 2019 and 2018 was $26 million, $27 million and $25
million, respectively.

As of December 31, 2020, there was $16 million of unrecognized compensation cost
related to RSUs/PSUs, which is expected to be recognized over a weighted average period
of 1.5 years.

Employee Stock Purchase Plan

Employees may purchase shares of our common stock at the end of a 12-month offering period at a price equal to the
share price at the beginning of the 12-month period, less 15 percent, up to a maximum purchase price of $7,500 (whole dollars).
The purchase price for each offering is determined at the beginning of the offering period on August 1.

The fair values of the stock purchase rights of the ESPP offerings were calculated using a Black-Scholes option pricing

model with the following weighted average assumptions:

(Dollars per share)

Years Ended December 31,

2020

2019

2018

Risk-free interest rate . . . . . . . . . . . . . . . . . . . . . . . . . . .

Expected volatility . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Expected dividend rate . . . . . . . . . . . . . . . . . . . . . . . . . .

Expected life of the option . . . . . . . . . . . . . . . . . . . . . . .

0.12 %

49 %

1.76 %

1 year

1.87 %

29 %

1.34 %

1 year

Weighted average fair value of stock purchase rights . . $

1.74

1.77

2.44 %

27 %

— %

1 year

2.32

The expected volatility is based on implied volatility from publicly-traded options on our stock at the grant date and

historical volatility of our stock consistent with the expected life. The risk-free interest rate is based on the U.S. Treasury bill

F-80

SLM CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Dollars in thousands, unless otherwise noted)

15. Stock-Based Compensation Plans and Arrangements (Continued)

rate at the grant date consistent with the expected life. The dividend yield was zero for the year ended December 31, 2018, as
we did not pay dividends on our common stock in 2018.

The fair values were amortized to compensation cost on a straight-line basis over a one-year vesting period. As of
December 31, 2020, there was less than $1 million of unrecognized compensation cost related to the ESPP, which is expected
to be recognized by July 2021.

No shares were purchased for the years ended December 31, 2020 and 2019, as our stock price on both July 31, 2020 and
2019 was less than the offering price for the ESPP plan. During the year ended December 31, 2018, plan participants purchased
233,232 shares of our common stock.

16. Fair Value Measurements

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

We categorize our fair value estimates based on a hierarchal 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.”

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

basis.

Assets

Fair Value Measurements on a Recurring Basis

December 31, 2020

December 31, 2019

Level 1

Level 2

Level 3

Total

Level 1

Level 2

Level 3

Total

Trading investments . . . . .

$ — $

— $ 16,923 $

16,923 $ — $

— $ — $

—

Available-for-sale
investments . . . . . . . . . . .

Derivative instruments . . .

—

1,996,634

729

—

1,996,634

729

—

487,669

715

—

487,669

715

Total . . . . . . . . . . . . . . . . . .

$ — $ 1,997,363 $ 16,923 $ 2,014,286 $ — $ 488,384 $ — $ 488,384

Liabilities

Derivative instruments . . .

$ — $

(287) $ — $

(1,164) $ — $

(1,164)

Total . . . . . . . . . . . . . . . . . .

$ — $

(287) $ — $

(1,164) $ — $

(1,164)

F-81

SLM CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Dollars in thousands, unless otherwise noted)

16. Fair Value Measurements (Continued)

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

instruments.

December 31, 2020

December 31, 2019

Fair
Value

Carrying
Value

Difference

Fair
Value

Carrying
Value

Difference

Earning assets:

Loans held for investment, net:

Private Education Loans . . . . . . . . . . .

$ 22,124,171 $ 18,436,968 $ 3,687,203 $ 24,988,941 $ 22,896,515 $ 2,092,426

FFELP Loans . . . . . . . . . . . . . . . . . . .

748,657

735,208

13,449

795,055

Personal Loans . . . . . . . . . . . . . . . . . .

—

1,047,119

Credit Cards . . . . . . . . . . . . . . . . . . . .

12,249

10,967

1,282

Loans held for sale . . . . . . . . . . . . . . . .

3,226,029

2,885,640

340,389

3,818

—

783,816

983,643

3,818

—

Cash and cash equivalents . . . . . . . . . . .

4,455,292

Trading investments . . . . . . . . . . . . . . .

16,923

Available-for-sale investments . . . . . . .

1,996,634

—

5,563,877

—

487,669

11,239

63,476

—

Accrued interest receivable . . . . . . . . . .

1,527,816

1,387,305

140,511

1,491,471

1,392,725

98,746

Tax indemnification receivable . . . . . . .

Derivative instruments . . . . . . . . . . . . .

18,492

729

18,492

729

—

27,558

715

27,558

715

—

Total earning assets . . . . . . . . . . . . . . . .

$ 34,126,992 $ 29,944,158 $ 4,182,834 $ 34,406,223 $ 32,140,336 $ 2,265,887

Interest-bearing liabilities:

Money-market and savings accounts . .

$ 11,136,560 $ 11,067,633 $

(68,927) $ 10,363,691 $ 10,335,163 $

(28,528)

Certificates of deposit . . . . . . . . . . . . . .

11,799,223

11,597,266

(201,957)

14,065,007

13,947,743

(117,264)

Short-term borrowings . . . . . . . . . . . . .

—

289,230

—

Long-term borrowings . . . . . . . . . . . . . .

5,398,309

5,189,217

(209,092)

4,434,323

4,354,037

(80,286)

Accrued interest payable . . . . . . . . . . . .

Derivative instruments . . . . . . . . . . . . .

60,272

287

60,272

287

—

75,158

1,164

75,158

1,164

—

Total interest-bearing liabilities . . . . . .

$ 28,394,651 $ 27,914,675 $ (479,976) $ 29,228,573 $ 29,002,495 $ (226,078)

Excess of net asset fair value over
carrying value . . . . . . . . . . . . . . . . . . .

$ 3,702,858

$ 2,039,809

The methods and assumptions used to estimate the fair value of each class of financial instruments are as follows:

Cash and Cash Equivalents

Cash and cash equivalents are carried at cost. Carrying value approximated fair value for disclosure purposes. These are

level 1 valuations.

F-82

SLM CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Dollars in thousands, unless otherwise noted)

16. Fair Value Measurements (Continued)

Investments

Trading

Investments classified as trading are carried at fair value in the consolidated financial statements. As such, these are level

3 valuations.

Available-for-Sale

Investments classified as available-for-sale are carried at fair value in the consolidated financial statements. Investments
in mortgage-backed securities, U.S. government-sponsored enterprises and Treasury securities and Utah Housing Corporation
bonds are valued using observable market prices of similar assets. As such, these are level 2 valuations.

Loans Held For Investment and Accrued Interest Receivable

Private Education Loans

For Private Education Loans, fair value was determined by using observable quoted prices for similar assets in our most
recent market transactions. Adjustments were then made to account for the value of loans in our portfolio that have materially
different characteristics than those included in the most recent market transaction. These are considered level 2 valuations. A
portion of the fair value that has been modeled is attributable to accrued interest receivable that has not yet been capitalized, and
has been allocated to the accrued interest receivable line item. The remaining accrued interest receivable that will not be
capitalized into the principal balance of the loan is carried at cost.

FFELP Loans, Personal Loans, and Credit Cards

For FFELP Loans, Personal Loans and Credit Cards, the fair value was determined by modeling expected loan level cash

flows using stated terms of the assets and internally developed assumptions to determine aggregate portfolio yield, net present
value and average life. The significant assumptions used to determine fair value are prepayment speeds, default rates, cost of
funds and required return on equity. Significant inputs into the model are not observable. However, we do calibrate the model
based on market transactions when appropriate. As such, these are level 3 valuations.

Loans Held For Sale

Our loans held for sale are accounted for at the lower of cost or market. The fair value was determined by using
observable quoted prices for similar assets in our most recent market transactions. These are considered level 2 valuations.

Tax Indemnification Receivable

Tax indemnification receivable is carried at cost. The carrying value approximates fair value. This is a level 2 valuation.

Money Market and Savings Accounts

Some of our MMDAs are fixed-rate deposits that are subject to minimum balances for a specified period of time. The fair

values of these deposits are estimated using discounted cash flows based on rates currently offered for deposits of similar
maturities. These are level 2 valuations. The fair values of our remaining money market and savings accounts equal the amounts
payable on demand at the balance sheet date and are reported at their carrying value. These are level 1 valuations.

F-83

SLM CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Dollars in thousands, unless otherwise noted)

16. Fair Value Measurements (Continued)

Certificates of Deposit

The fair values of CDs are estimated using discounted cash flows based on rates currently offered for deposits of similar

remaining maturities. These are level 2 valuations.

Accrued Interest Payable

Accrued interest payable is carried at cost. The carrying value approximates fair value due to its short-term nature. This is

a level 1 valuation.

Borrowings

Borrowings are accounted for at cost in the consolidated financial statements. The carrying value of short-term

borrowings approximated fair value for disclosure purposes, due to the short-term nature of those borrowings. This is a level 1
valuation. The fair value of long-term borrowings is estimated using current market prices. This is a level 2 valuation.

Derivatives

All derivatives are accounted for at fair value in the consolidated financial statements. The fair value of derivative
financial instruments was determined by a standard derivative pricing and option model using the stated terms of the contracts
and observable market inputs. It is our policy to compare the derivative fair values to those received from our counterparties in
order to evaluate the model’s outputs.

When determining the fair value of derivatives, we take into account counterparty credit risk for positions where we are
exposed to the counterparty on a net basis by assessing exposure net of collateral held. When the counterparty has exposure to
us under derivative contracts with the Company, we fully collateralize the exposure (subject to certain thresholds).

Interest rate swaps are valued using a standard derivative cash flow model with a LIBOR swap yield curve, which is an

observable input from an active market. These derivatives are level 2 fair value estimates in the hierarchy.

The carrying value of borrowings designated as the hedged item in a fair value hedge is adjusted for changes in fair value

due to changes in the benchmark interest rate (one-month LIBOR). These valuations are determined through standard pricing
models using the stated terms of the borrowings and observable yield curves.

17. Arrangements with Navient Corporation

In connection with the Spin-Off, we entered into a Separation and Distribution Agreement with Navient (the “Separation
and Distribution Agreement”). We also entered into various other ancillary agreements with Navient to effect the Spin-Off and
provide a framework for our relationship with Navient thereafter, such as a transition services agreement, a tax sharing
agreement, an employee matters agreement, a loan servicing and administration agreement, a joint marketing agreement, a key
services agreement, a data sharing agreement and a master sublease agreement. The majority of these agreements were
transitional in nature with most having terms that have expired or will expire within the next year.

We continue to have exposure to risks related to Navient’s creditworthiness. If we are unable to obtain indemnification

payments from Navient, our results of operations and financial condition could be materially and adversely affected.

F-84

SLM CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Dollars in thousands, unless otherwise noted)

17. Arrangements with Navient Corporation (Continued)

defendants in legal proceedings where the allegations at issue are the legal responsibility of Navient. Most of these legal
proceedings involve matters that arose in whole or in part in the ordinary course of business of pre-Spin-Off SLM. Likewise, as
the period of time since the Spin-Off increases, so does the likelihood any allegations that may be made may be in part for our
own actions in a post-Spin-Off time period and in part for Navient’s conduct in a pre-Spin-Off time period. We will not be
providing information on these proceedings unless there are material issues of fact or disagreement with Navient as to the bases
of the proceedings or responsibility therefor that we believe could have a material, adverse impact on our business, assets,
financial condition, liquidity or outlook if not resolved in our favor.

Separation and Distribution Agreement

The Separation and Distribution Agreement addresses, among other things, the following activities:

•

the allocation among the parties of rights and obligations under insurance policies; and

the creation of a governance structure by which matters related to the separation and other transactions contemplated
by the Separation and Distribution Agreement are to be managed.

Indemnification Obligations

Pursuant to the terms of the Separation and Distribution Agreement, and as contemplated by the structure of the Spin-Off,

Navient is legally obligated to indemnify the Bank against all claims, actions, damages, losses or expenses that may arise from
the conduct of all activities of pre-Spin-Off SLM occurring prior to the Spin-Off, except for certain liabilities related to the
conduct of the pre-Spin-Off consumer banking business that were specifically assumed by the Bank (and as to which the Bank
is obligated to indemnify Navient). Some significant examples of the types of indemnification obligations Navient has under the
Separation and Distribution Agreement and related ancillary agreements include:

•

F-85

SLM CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Dollars in thousands, unless otherwise noted)

17. Arrangements with Navient Corporation (Continued)

Long-Term Arrangements

The loan servicing and administration agreement governs the terms by which Navient provides servicing, administration

The data sharing agreement provided us the right to obtain from Navient certain post-Spin-Off performance data relating

Amended Loan Participation and Purchase Agreement

Prior to the Spin-Off, the Bank sold substantially all of its Private Education Loans to several former affiliates, now
subsidiaries of Navient (collectively, the “Purchasers”), pursuant to an amended loan participation and purchase agreement. The
agreement predates the Spin-Off, but was significantly amended and reduced in scope in connection with the Spin-Off. Post-
Spin-Off, the Bank retained only the right to require the Purchasers to purchase loans whose borrowers had a lending
relationship with both the Bank and Navient (“Split Loans”) (at fair value) when the Split Loans either (1) were more than 90
days past due; (2) had been restructured; (3) had been granted a hardship forbearance or more than six months of administrative
forbearance; or (4) had a borrower or cosigner who had filed for bankruptcy. In the second quarter of 2018, we sold our
remaining $43 million portfolio of Split Loans (both current and non-current loans) to Navient and recognized a net gain of
$2 million.

F-86

SLM CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Dollars in thousands, unless otherwise noted)

18. 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 position. 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.

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, the Bank is subject to a Common Equity Tier 1 capital conservation buffer of
greater than 2.5 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,
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

On August 26, 2020, the FDIC and other federal banking agencies published a 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. The final rule is substantially similar to an interim final rule issued on March 27, 2020. Under this 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 credit 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 credit 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.

F-87

SLM CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Dollars in thousands, unless otherwise noted)

18. 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 December 31, 2020:

Common Equity Tier 1 Capital (to Risk-Weighted Assets) . .

Tier 1 Capital (to Risk-Weighted Assets) . . . . . . . . . . . . . . . .

Total Capital (to Risk-Weighted Assets) . . . . . . . . . . . . . . . . .

Tier 1 Capital (to Average Assets) . . . . . . . . . . . . . . . . . . . . . .

As of December 31, 2019:

Common Equity Tier 1 Capital (to Risk-Weighted Assets) . .
Tier 1 Capital (to Risk-Weighted Assets) . . . . . . . . . . . . . . . .

Total Capital (to Risk-Weighted Assets) . . . . . . . . . . . . . . . . .

Tier 1 Capital (to Average Assets) . . . . . . . . . . . . . . . . . . . . . .

3,579,005

14.0 %

$ 1,794,780 >

3,579,005

14.0 %

$ 2,179,375 >

3,849,820

15.0 %

$ 2,692,169 >

3,579,005

11.3 %

$ 1,264,424 >

3,264,309

12.2 %

$ 1,876,050 >

3,264,309

12.2 %

$ 2,278,060 >

3,600,668

13.4 %

$ 2,814,074 >

3,264,309

10.2 %

$ 1,282,642 >

7.0 %

8.5 %

10.5 %

4.0 %

7.0 %

8.5 %

10.5 %

4.0 %

________________

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 $579 million
and $254 million in dividends to the Company for the years ended December 31, 2020 and 2019, respectively, with the
proceeds primarily used to fund the 2020 and 2019 Share Repurchase Programs and stock dividends. The Bank paid no
dividends on its common stock for the year ended December 31, 2018. In the future, we expect that the Bank will pay dividends
to the Company as may be necessary 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 repurchase programs.

19. Defined Contribution Plans

We participate in a defined contribution plan which is intended to qualify under section 401(k) of the Internal Revenue

Code. The Sallie Mae 401(k) Savings Plan covers substantially all employees. After six months of service, we match 100
percent of the first 5 percent of contributions for eligible employees. For the years ended December 31, 2020, 2019 and 2018,
we contributed $8 million, $7 million and $5 million, respectively, to this plan.

F-88

SLM CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Dollars in thousands, unless otherwise noted)

20. 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

Regulatory Matters

In May 2014, the Bank received a Civil Investigative Demand (“CID”) from the CFPB as part of the CFPB’s separate

With regard to the CFPB Investigation, we note that on January 18, 2017, the CFPB filed a complaint in federal court in

On January 18, 2017, the Illinois Attorney General filed a lawsuit in Illinois state court against Navient - its subsidiaries

To date, four other state attorneys general (California, Washington, Pennsylvania, and New Jersey) have filed suits
against Navient and one or more of its current subsidiaries related to matters arising from the Multi-State Investigation. Neither
SLM, the Bank, nor any of their current subsidiaries are named in, or otherwise a party to, the California, Washington,
Pennsylvania, or New Jersey lawsuits, and no claims are asserted against them. Each complaint asserts in its own fashion that
Navient assumed responsibility under the Separation and Distribution Agreement for the alleged conduct in the complaints prior
to the Spin-Off. On September 24, 2018, the Washington Attorney General served a third-party subpoena on the Bank calling
for the production of certain records. The Bank has responded to the subpoena.

F-89

SLM CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Dollars in thousands, unless otherwise noted)

20. Commitments, Contingencies and Guarantees (Continued)

Additional lawsuits may arise from the Multi-State Investigation which may or may not name the Company, the Bank or

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 damage 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.

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.

F-90

SLM CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Dollars in thousands, unless otherwise noted)

21. Income Taxes

Reconciliations of the statutory U.S. federal income tax rates to our effective tax rate for continuing operations follow:

Years Ended December 31,

2020

2019

2018

Statutory rate . . . . . . . . . . . . . . . . . . . . . . . . . .

State tax, net of federal benefit . . . . . . . . . . . . .

Business tax credits . . . . . . . . . . . . . . . . . . . . .

Reverse federal impact of indemnification
adjustments . . . . . . . . . . . . . . . . . . . . . . . . . . .

Unrecognized tax benefits, U.S. federal and
state, net of federal benefit . . . . . . . . . . . . . . . .

Other, net . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

21.0 %

2.9

(2.2)

0.2

0.7

1.1

Effective tax rate . . . . . . . . . . . . . . . . . . . . . . .

23.7 %

21.0 %

3.9

(3.5)

0.3

(0.1)

0.7

22.3 %

21.0 %

3.8

(0.5)

3.5

(15.9)

1.0

12.9 %

The effective tax rate varies from the statutory U.S. federal rate of 21 percent primarily due to business tax credits and the

impact of state taxes, net of federal benefit, for the year ended December 31, 2020 and 2019, respectively; and the reduction in
uncertain tax positions related to statute of limitation expirations and the impact of state taxes, net of federal benefit, for the
year ended December 31, 2018.

Income tax expense consists of:

December 31,

2020

2019

2018

Current provision:

Federal . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

172,153 $

150,800 $

102,516

State . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Total current provision . . . . . . . . . . . . . . . . . . . .

Deferred benefit:

Federal . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

State . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Total deferred benefit . . . . . . . . . . . . . . . . . . . . .

28,387

200,540

58,003

14,773

72,776

24,378

175,178

(8,240)

(1,474)

(9,714)

32,638

135,154

(57,076)

(6,225)

(63,301)

Provision for income tax expense . . . . . . . . . . . .

273,316 $

165,464 $

71,853

F-91

SLM CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Dollars in thousands, unless otherwise noted)

21. Income Taxes (Continued)

The tax effect of temporary differences that give rise to deferred tax assets and liabilities is summarized below.

December 31,

2020

2019

Deferred tax assets:

Loan reserves . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

356,296 $

109,369

Stock-based compensation plans . . . . . . . . . . . . . . . . . . . . .

Deferred revenue . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Operating loss carryovers . . . . . . . . . . . . . . . . . . . . . . . . . . .

Accrued expenses not currently deductible . . . . . . . . . . . . .

Net unrealized losses . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Unrecorded tax benefits . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Market value adjustments on student loans, investments
and derivatives . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Other . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

10,914

1,441

13,139

9,047

6,997

—

1,003

10,022

1,017

—

12,599

2,124

6,049

—

874

Total deferred tax assets . . . . . . . . . . . . . . . . . . . . . . . . . . . .

398,920

142,054

Deferred tax liabilities:

Fixed assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Acquired intangible assets . . . . . . . . . . . . . . . . . . . . . . . . . .

Market value adjustments on student loans, investments
and derivatives . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Net unrealized gains . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Federal deferred for state receivable . . . . . . . . . . . . . . . . . .

Student loan premiums and discounts, net . . . . . . . . . . . . . .

Other . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Total deferred tax liabilities . . . . . . . . . . . . . . . . . . . . . . . . .

11,098

7,767

5,651

—

7,456

11,336

307

43,615

10,475

5,453

3,175

—

5,368

3,398

285

28,154

Net deferred tax assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

355,305 $

113,900

Included in operating loss carryovers are state net operating losses of $277 million and $6 million as of December 31,

2020 and 2019, respectively. The Company has recorded a valuation allowance against these net operating losses of
$277 million and $6 million, respectively. Also included in operating loss carryovers is a capital loss of $16 million and $0 as
of December 31, 2020 and 2019, respectively. The Company has recorded a full valuation allowance against this capital loss.
The valuation allowance is primarily attributable to deferred tax assets for state net operating losses and capital losses that
management believes is more likely than not to expire prior to being realized.

The ultimate realization of the deferred tax assets is dependent upon the generation of future taxable income of the
appropriate character (i.e., capital or ordinary) during the period in which the temporary differences become deductible.
Management considers, among other things, the scheduled reversals of deferred tax liabilities and the history of positive taxable
income in evaluating the realizability of the deferred tax assets. Management believes that it is more likely than not that the
results of future operations will generate sufficient taxable income to realize our deferred tax assets (other than state net
operating loss and capital loss carryovers as outlined above).

F-92

SLM CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Dollars in thousands, unless otherwise noted)

21. Income Taxes (Continued)

As of December 31, 2020, the state net operating loss carryforwards will begin to expire in 2029 and the capital loss will

expire in 2025.

Accounting for Uncertainty in Income Taxes

The following table summarizes changes in unrecognized tax benefits:

December 31,

2020

2019

2018

Unrecognized tax benefits at beginning of year . . . . . . . . . . . . . . . . .

53,509 $

52,159 $

131,608

Increases resulting from tax positions taken during a prior period . . . .

Decreases resulting from tax positions taken during a prior period . . . .

Increases resulting from tax positions taken during the current period .

Decreases related to settlements with taxing authorities . . . . . . . . . . . .

Reductions related to the lapse of statute of limitations . . . . . . . . . . . . .

12,723

(817)

7,815

(148)

(9,948)

12,333

(851)

4,572

(8,670)

(6,034)

4,121

—

3,169

(601)

(86,138)

Unrecognized tax benefits at end of year . . . . . . . . . . . . . . . . . . . . . .

63,134 $

53,509 $

52,159

As of December 31, 2020, the gross unrecognized tax benefits are $63 million. Included in the $63 million are $56
million of unrecognized tax benefits that, if recognized, would favorably impact the effective tax rate. As a part of the Spin-Off,
the Company recorded a liability related to uncertain tax positions for which it is indemnified by Navient. See Note 2,
“Significant Accounting Policies — Income Taxes,” for additional details.

Tax related interest and penalty expense is reported as a component of income tax expense. As of December 31, 2020,
2019 and 2018, the total amount of income tax-related accrued interest and penalties, net of related benefit, recognized in the
consolidated balance sheets was $11 million, $12 million and $14 million, respectively.

For the years ended December 31, 2020, 2019 and 2018, the total amount of income tax-related accrued interest, net of

related tax benefit, recognized in the consolidated statements of income was $(1) million, $(1) million and $(7) million,
respectively.

The Company or one of its subsidiaries files income tax returns at the U.S. federal level and in most U.S. states. U.S.

federal income tax returns filed for years 2014 and prior are no longer subject to examination. Various combinations of
subsidiaries, tax years, and jurisdictions remain open for review, subject to statute of limitations periods (typically 3 to 4 prior
years). The Company’s federal income tax return for the year ended December 31, 2015 is currently under audit by the Internal
Revenue Service. We do not expect the resolution of open audits to have a material impact on our unrecognized tax benefits.

It is reasonably possible that the uncertain tax position reserve may decrease by as much as $3 million during the next 12

months due to the expiration of statutes of limitations primarily related to indemnified tax liabilities. The reduction in the
uncertain tax position reserve would be reflected as a tax benefit. We recorded a tax indemnification receivable from Navient
for the indemnified tax liabilities which are included in the uncertain tax position reserve. A portion of the tax benefit will be
offset by an expense related to the write-down of the indemnification receivable.

F-93

SLM CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Dollars in thousands, unless otherwise noted)

22. Concentrations of Risk

Our business is primarily focused on helping students and their families save, plan and pay for college. We primarily
originate, service and/or collect loans made to students and their families to finance the cost of their education. We provide
funding, delivery and servicing support for education loans in the United States through our Private Education Loan program.
Because of this concentration in one industry, we are exposed to credit, legislative/political/reputational, operational, regulatory,
liquidity, capital, and interest rate risks associated with the student loan industry.

Concentration Risk in the Revenues Associated with Private Education Loans

We compete in the Private Education Loan market with banks and other consumer lending institutions, some with strong

consumer brand name recognition and greater financial resources. We compete based on our products, origination capability
and customer service. To the extent our competitors compete aggressively or more effectively, we could lose market share to
them or subject our existing loans to refinancing risk. Our product offerings may not prove to be profitable and may result in
higher than expected losses.

We are a leading provider of saving- and paying-for-college products and programs. This concentration gives us a

competitive advantage in the marketplace. This concentration also creates risks in our business, particularly in light of our
concentration as a Private Education Loan lender. If population demographics result in a decrease in college-age individuals, if
demand for higher education decreases, if the cost of attendance of higher education decreases, if public resistance to higher
education costs strengthens, or if the demand for higher education loans decreases, our consumer lending business could be
negatively affected. In addition, the federal government, through the Federal Direct Student Loan Program (the “DSLP”), poses
significant competition to our private credit loan products. If loan limits under the DSLP increase, DSLP loans could be more
widely available to students and their families and DSLP loans could increase, resulting in further decreases in the size of the
Private Education Loan market and demand for our Private Education Loan products.

F-94

SLM CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Dollars in thousands, unless otherwise noted)

23. Parent Only Statements

The following parent company-only financial information should be read in conjunction with the other notes to the
consolidated financial statements. The accounting policies for the parent company-only financial statements are the same as
those used in the presentation of the consolidated financial statements, except that the parent company-only financial statements
account for the parent company’s investments in its subsidiaries under the equity method.

Parent Only Condensed Balance Sheets

December 31,

2020

2019

Assets
Cash and cash equivalents . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

539,074

153,508

Total investments in subsidiaries (primarily Sallie Mae Bank) . . . . . . . .

2,689,027

3,326,578

Income taxes receivables, net . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Tax indemnification receivable . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Due from subsidiaries, net . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Other assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

1,835

18,492

47,357

2,457

—

27,558

42,544

2,579

Total assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

3,298,242

3,552,767

Liabilities and Equity

Liabilities

Long-term borrowings . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

692,879

198,159

Income taxes payable, net . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Payable due to Navient . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Other liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

—

8,531

33,997

11,457

9,064

22,251

Total liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

735,407

240,931

Equity

Preferred stock, par value $0.20 per share, 20 million shares
authorized:

Series B: 2.5 million and 4 million shares issued, respectively, at
stated value of $100 per share . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Common stock, par value $0.20 per share, 1.125 billion shares
authorized: 456.7 million and 453.6 million shares issued, respectively

251,070

400,000

91,346

90,720

Additional paid-in capital . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

1,331,247

1,307,630

Accumulated other comprehensive loss (net of tax benefit of $(10,908)
and $(3,995), respectively) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Retained earnings . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Total SLM Corporation stockholders’ equity before treasury stock . . . .

Less: Common stock held in treasury at cost: 81.4 million and 32.5
million shares, respectively . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

(34,200)

(12,367)

1,722,365

3,361,828

1,850,512

3,636,495

(798,993)

(324,659)

Total equity . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

2,562,835

3,311,836

Total liabilities and equity . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

3,298,242

3,552,767

F-95

SLM CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Dollars in thousands, unless otherwise noted)

23. Parent Only Statements (Continued)

Parent Only Condensed Statements of Income

Years Ended December 31,

2020

2019

2018

Interest income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

452

2,663

14,896

(14,444)

2,820

57,945

(69,569)

(11,235)

939,024

880,690

9,734

11,060

(8,397)

(10,856)

39,423

(58,676)

(25,260)

611,692

578,276

16,837

4,693

11,059

(6,366)

(93,176)

41,893

(141,435)

(96,170)

532,741

487,476

15,640

870,956

561,439

471,836

Interest expense . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Net interest loss . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Non-interest income (loss) . . . . . . . . . . . . . . . . . . . . . .

Non-interest expenses . . . . . . . . . . . . . . . . . . . . . . . . .

Loss before income tax benefit and equity in net
income from subsidiaries . . . . . . . . . . . . . . . . . . . . . . .

Income tax benefit . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Equity in net income from subsidiaries (primarily
Sallie Mae Bank) . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Net income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Preferred stock dividends . . . . . . . . . . . . . . . . . . . . . .
Net income attributable to SLM Corporation common
stock . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

F-96

SLM CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Dollars in thousands, unless otherwise noted)

23. Parent Only Statements (Continued)

Parent Only Condensed Statements of Cash Flows

Years Ended December 31,

2020

2019

2018

Cash flows from operating activities:

Net income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

880,690

578,276

487,476

Adjustments to reconcile net income to net cash (used in) provided
by operating activities:

Undistributed earnings of subsidiaries . . . . . . . . . . . . . . . . . . . . . . .

(939,024)

(611,692)

(532,741)

Dividends received from Sallie Mae Bank . . . . . . . . . . . . . . . . . . . .

579,400

Reduction of tax indemnification receivable . . . . . . . . . . . . . . . . . . .

Amortization of unsecured debt upfront fees . . . . . . . . . . . . . . . . . .

Gain on sale of Upromise subsidiary, net . . . . . . . . . . . . . . . . . . . . .

Decrease in investment in subsidiaries, net . . . . . . . . . . . . . . . . . . . .

Decrease in tax indemnification receivable . . . . . . . . . . . . . . . . . . . .

(Increase) decrease in due from subsidiaries, net . . . . . . . . . . . . . . .

Increase in other assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Decrease in income taxes payable, net . . . . . . . . . . . . . . . . . . . . . . .

Decrease in payable due to entity that is a subsidiary of Navient . . .

Increase (decrease) in other liabilities . . . . . . . . . . . . . . . . . . . . . . . .

9,066

1,029

(11,331)

53,698

—

(4,813)

(10,504)

(13,292)

(533)

12,874

254,000

11,649

811

—

2,611

—

6,254

(12,999)

(25,814)

(416)

(5,796)

Total adjustments . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

(323,430)

(381,392)

Net cash provided by (used in) operating activities . . . . . . . . . . . . .

557,260

196,884

Cash flows from investing activities:

Proceeds from the sale of Upromise subsidiary, net . . . . . . . . . . . . .

Net cash provided by investing activities . . . . . . . . . . . . . . . . . . . . .

16,922

Cash flows from financing activities:

Unsecured debt issued . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Issuance costs for unsecured debt offering . . . . . . . . . . . . . . . . . . . .

Repurchase of Series B Preferred Stock . . . . . . . . . . . . . . . . . . . . . .

Common stock dividends paid . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Preferred stock dividends paid . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Common stock repurchased . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Net cash used in financing activities . . . . . . . . . . . . . . . . . . . . . . . . .

Net increase (decrease) in cash and cash equivalents . . . . . . . . . . . .

Cash and cash equivalents at beginning of year . . . . . . . . . . . . . . . .

495,000

(1,309)

(68,055)

(46,351)

(9,734)

(558,167)

(188,616)

385,566

153,508

—

(51,114)

(16,837)

(167,201)

(235,152)

(38,268)

191,776

—

92,815

809

—

9,495

35,989

(11,277)

(18,040)

(123,083)

(1,089)

6,807

(540,315)

(52,839)

—

(15,640)

—

(15,640)

(68,479)

260,255

Cash and cash equivalents at end of year . . . . . . . . . . . . . . . . . . . . .

539,074

153,508

191,776

F-97

SLM CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Dollars in thousands, unless otherwise noted)

24. Selected Quarterly Financial Information (unaudited)

(Dollars in thousands, except per share data)

2020

First
Quarter

Second
Quarter

Third
Quarter

Fourth
Quarter

Net interest income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

$ 400,116 $ 348,775 $ 364,567 $ 366,537

Less: provisions for credit losses . . . . . . . . . . . . . . . . . . . .

61,258

351,887

(3,640)

(316,372)

Net interest income (loss) after provisions for credit
losses . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

338,858

(3,112)

368,207

682,909

Gains (losses) on sales of loans, net . . . . . . . . . . . . . . . . .

238,935

(369)

Gains (losses) on derivative and hedging activities, net . .

Other income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

45,672

7,487

3,751

25,412

(4)

(15)

(247)

136

9,646

1,043

Total operating expenses . . . . . . . . . . . . . . . . . . . . . . . . . .

147,298

141,557

127,490

121,743

Total restructuring expenses . . . . . . . . . . . . . . . . . . . . . . .

—

24,127

2,088

Income tax expense (benefit) . . . . . . . . . . . . . . . . . . . . . . .

121,481

(30,664)

55,189

127,310

Net income (loss)

362,173

(85,211)

171,028

432,700

Preferred stock dividends . . . . . . . . . . . . . . . . . . . . . . . . .

3,464

2,478

2,058

1,734

Net income (loss) attributable to SLM Corporation
common stock . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

$ 358,709 $ (87,689) $ 168,970 $ 430,966

Basic earnings (loss) per common share attributable to
SLM Corporation(1) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Diluted earnings (loss) per common share attributable to
SLM Corporation(1) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Declared dividends per common share attributable to
SLM Corporation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

0.88 $

(0.23) $

0.45 $

1.15

0.87 $

(0.23) $

0.45 $

1.13

0.03 $

0.06 $

— $

0.03

______

(1)

Basic and diluted earnings per common share attributable to SLM Corporation are computed independently for each of
the quarters presented. Therefore, the sum of quarterly basic and diluted earnings per common share information may
not equal annual basic and diluted earnings per common share.

F-98

SLM CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Dollars in thousands, unless otherwise noted)

24. Selected Quarterly Financial Information (unaudited) (Continued)

(Dollars in thousands, except per share data)

2019

First
Quarter

Second
Quarter

Third
Quarter

Fourth
Quarter

Net interest income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

$ 402,281 $ 396,868 $ 405,065 $ 419,101

Less: provisions for credit losses . . . . . . . . . . . . . . . . . . .

63,790

93,375

99,526

97,558

Net interest income after provisions for credit losses . . . .

338,491

303,493

305,539

321,543

Gains (losses) on derivative and hedging activities, net . .

Other income (loss) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

2,763

13,378

16,736

2,655

1,961

15,280

(3,635)

(211)

Total non-interest expenses . . . . . . . . . . . . . . . . . . . . . . . .

140,147

138,806

153,621

141,679

Income tax expense . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

56,296

33,801

40,701

34,666

Net income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

158,189

150,277

128,458

141,352

Preferred stock dividends . . . . . . . . . . . . . . . . . . . . . . . . .

4,468

4,331

4,153

3,885

Net income attributable to SLM Corporation common
stock . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

$ 153,721 $ 145,946 $ 124,305 $ 137,467

Basic earnings per common share attributable to SLM
Corporation(1) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Diluted earnings per common share attributable to SLM
Corporation(1) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Declared dividends per common share attributable to
SLM Corporation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

0.35 $

0.34 $

0.29 $

0.33

0.35 $

0.34 $

0.29 $

0.32

0.03 $

0.06 $

— $

0.03

_____

(1)

F-99

SLM CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Dollars in thousands, unless otherwise noted)

25. Subsequent Events

2021 Loan Sales and 2021-A Securitization

On January 8, 2021, we sold $3 billion of our Private Education Loans, including $2.8 billion in principal,

$185 million in capitalized interest and $15 million in accrued interest to an unaffiliated third party. The transaction qualified
for sale treatment and removed the balance of the loans from our balance sheet on the settlement date. We will continue to
service these loans.

On February 9, 2021, we closed an SMB Private Education Loan Trust 2021-A term ABS transaction (the “2021-A
Transaction”), in which the unaffiliated third-party sold to the trust approximately $2.5 billion of Private Education Loans that
the third-party seller previously purchased from us, as described above. In the 2021-A Transaction, we were the sponsor,
servicer and administrator, and the seller of an additional approximately $130 million of Private Education Loans. The sale of
such additional loans qualified for sale treatment and removed these loans from our balance sheet on the settlement date of the
2021-A Transaction. In connection with the 2021-A Transaction, we retained a 5 percent vertical risk retention interest (i.e., 5
percent of each class issued in the securitization). We classified those vertical risk retention interests related to the 2021-A
Transaction as available-for-sale investments, except for the interest in the residual class, which we classified as a trading
investment recorded at fair value with changes recorded through earnings.

Final Settlement of ASR

On January 26, 2021, we completed our ASR with a third-party financial institution and we received an additional

13 million shares. In total, we repurchased 58 million shares under the ASR at an average price per share of $9.01. For
additional information regarding this ASR, see Notes to Consolidated Financial Statements, Note 13, “Stockholders’ Equity.”

Commencement of Common Stock Cash Tender Offer

Amended and Increased Secured Borrowing Facility

On February 17, 2021, we amended and extended the maturity of the Secured Borrowing Facility, discussed in Note 11,

“Borrowings.” The amended Secured Borrowing Facility is a $2 billion Secured Borrowing Facility, 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 16, 2022. The scheduled amortization period, during
which amounts outstanding under the Secured Borrowing Facility must be repaid, ends on February 16, 2023 (or earlier, if
certain material adverse events occur).

F-100