UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 10-Q

(Mark One)


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

For the quarterly period ended ~~September~~June 30, ~~2016~~2017


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

For the transition period from to

Commission File Number: 001-13251

SLM Corporation

(Exact name of registrant as specified in its charter)



Delaware	52-2013874
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)

300 Continental Drive, Newark, Delaware	19713
(Address of principal executive offices)	(Zip Code)

(302) 451-0200

(Registrant’s telephone number, including area code)

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

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

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



Large accelerated filer	þ		Accelerated filer	¨

Non-accelerated filer	¨	(Do not check if a smaller reporting company)	Smaller reporting company	¨
Emerging growth company	¨

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

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted 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 and post such files). Yes þ No ¨

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

Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date:



Class	Outstanding at ~~September~~June 30, ~~2016~~2017
Common Stock, $0.20 par value	~~428,267,726~~431,548,369 shares

SLM CORPORATION

CONSOLIDATED FINANCIAL STATEMENTS

INDEX



Part I. Financial Information
Item 1.	Financial Statements	3
Item 1.	Notes to the Financial Statements	10
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	4143
Item 3.	Quantitative and Qualitative Disclosures about Market Risk	6771
Item 4.	Controls and Procedures	7175
PART II. Other Information
Item 1.	Legal Proceedings	7276
Item 1A.	Risk Factors	7377
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	7377
Item 3.	Defaults Upon Senior Securities	7378
Item 4.	Mine Safety Disclosures	7478
Item 5.	Other Information	7478
Item 6.	Exhibits	7478

SLM CORPORATION

CONSOLIDATED BALANCE SHEETS

(In thousands, except share and per share amounts)

(Unaudited)


	September 30,			December 31,			June 30,			December 31,
	2016			2015			2017			2016
Assets
Cash and cash equivalents	$	1,454,938		$	2,416,219		$	1,318,168		$	1,918,793
Available-for-sale investments at fair value (cost of $209,464 and $196,402, respectively)	213,176			195,391
Loans held for investment (net of allowance for losses of $164,839 and $112,507, respectively)	14,760,504			11,630,591
Available-for-sale investments at fair value (cost of $233,682 and $211,406, respectively)							229,479			208,603
Loans held for investment (net of allowance for losses of $207,448 and $184,701, respectively)							16,560,426			15,137,922
Restricted cash and investments	38,256			27,980			62,466			53,717
Other interest-earning assets	47,283			54,845			48,526			49,114
Accrued interest receivable	805,647			564,496			926,270			766,106
Premises and equipment, net	86,721			81,273			88,978			87,063
Tax indemnification receivable	276,543			186,076			233,142			259,532
Other assets	62,545			57,227			45,841			52,153
Total assets	$	17,745,613		$	15,214,098		$	19,513,296		$	18,533,003

Liabilities
Deposits	$	12,941,345		$	11,487,707		$	13,794,815		$	13,435,667
Short-term borrowings	350,000			500,175
Long-term borrowings	1,577,689			579,101			2,872,231			2,167,979
Income taxes payable, net	199,813			166,662			140,138			184,324
Upromise related liabilities	259,290			275,384
Upromise member accounts							247,324			256,041
Other liabilities	157,980			108,746			121,078			141,934
Total liabilities	15,486,117			13,117,775			17,175,586			16,185,945

Commitments and contingencies

Equity
Preferred stock, par value $0.20 per share, 20 million shares authorized
Series A: 3.3 million and 3.3 million shares issued, respectively, at stated value of $50 per share	165,000			165,000
Preferred stock, par value $0.20 per share, 20 million shares authorized:
Series A: 0 and 3.3 million shares issued, respectively, at stated value of $50 per share							—			165,000
Series B: 4 million and 4 million shares issued, respectively, at stated value of $100 per share	400,000			400,000			400,000			400,000
Common stock, par value $0.20 per share, 1.125 billion shares authorized: 434.4 million and 430.7 million shares issued, respectively	86,881			86,136
Common stock, par value $0.20 per share, 1.125 billion shares authorized: 441.8 million and 436.6 million shares issued, respectively							88,373			87,327
Additional paid-in capital	1,157,248			1,135,860			1,205,037			1,175,564
Accumulated other comprehensive loss (net of tax benefit of $17,253 and $9,949, respectively)	(27,813		)	(16,059		)
Accumulated other comprehensive loss (net of tax benefit of $4,833 and $5,364, respectively)							(7,852		)	(8,671		)
Retained earnings	530,594			366,609			750,973			595,322
Total SLM Corporation stockholders’ equity before treasury stock	2,311,910			2,137,546			2,436,531			2,414,542
Less: Common stock held in treasury at cost: 6.1 million and 4.4 million shares, respectively	(52,414		)	(41,223		)
Less: Common stock held in treasury at cost: 10.3 million and 7.7 million shares, respectively							(98,821		)	(67,484		)
Total equity	2,259,496			2,096,323			2,337,710			2,347,058
Total liabilities and equity	$	17,745,613		$	15,214,098		$	19,513,296		$	18,533,003

See accompanying notes to consolidated financial statements.

SLM CORPORATION

CONSOLIDATED STATEMENTS OF INCOME

(In thousands, except per share amounts)

(Unaudited)


	Three Months Ended					Nine Months Ended				Three Months Ended					Six Months Ended
	September 30,					September 30,				June 30,					June 30,
	2016		2015			2016		2015		2017			2016		2017			2016
Interest income:
Loans	$	268,341	$	205,274		$	765,246	$	598,417	$	336,739		$	251,675	$	661,496		$	496,905
Investments	2,193		2,640			7,155		7,746		2,201			2,371		4,344			4,962
Cash and cash equivalents	2,003		987			4,832		2,568		3,155			1,195		5,743			2,829
Total interest income	272,537		208,901			777,233		608,731		342,095			255,241		671,583			504,696
Interest expense:
Deposits	38,210		29,110			107,633		86,961		50,730			35,409		95,583			69,423
Interest expense on short-term borrowings	1,604		1,951			5,827		4,719		1,194			2,060		2,430			4,223
Interest expense on long-term borrowings	9,448		2,398			17,869		2,398		20,278			5,006		35,601			8,421
Total interest expense	49,262		33,459			131,329		94,078		72,202			42,475		133,614			82,067
Net interest income	223,275		175,442			645,904		514,653		269,893			212,766		537,969			422,629
Less: provisions for credit losses	41,784		27,497			116,179		59,673		50,215			41,793		75,511			74,395
Net interest income after provisions for credit losses	181,491		147,945			529,725		454,980		219,678			170,973		462,458			348,234
Non-interest income:
Gains on sales of loans, net	—		—			—		76,874
Gains (losses) on derivatives and hedging activities, net	1,368		(547		)	3,156		4,347
(Losses) gains on derivatives and hedging activities, net										(3,609		)	2,142		(8,987		)	1,788
Other income	21,598		10,455			56,309		29,374		10,629			13,683		21,975			34,711
Total non-interest income	22,966		9,908			59,465		110,595		7,020			15,825		12,988			36,499
Non-interest expenses:
Compensation and benefits	43,380		39,304			138,659		119,079		51,007			44,570		106,471			94,779
FDIC assessment fees	5,095		3,801			13,548		10,230		6,622			4,277		13,851			8,453
Other operating expenses	51,234		49,759			135,164		134,541		53,622			45,930		93,606			84,430
Total operating expenses	99,709		92,864			287,371		263,850		111,251			94,777		213,928			187,662
Acquired intangible asset amortization expense	226		370			747		1,110		117			261		234			521
Restructuring and other reorganization expenses	—		910			—		6,311
Total non-interest expenses	99,935		94,144			288,118		271,271		111,368			95,038		214,162			188,183
Income before income tax expense	104,522		63,709			301,072		294,304		115,330			91,760		261,284			196,550
Income tax expense	47,557		17,985			120,987		109,865		44,713			34,555		95,724			73,430
Net income	56,965		45,724			180,085		184,439		70,617			57,205		165,560			123,120
Preferred stock dividends	5,316		4,913			15,698		14,606		3,974			5,243		9,549			10,382
Net income attributable to SLM Corporation common stock	$	51,649	$	40,811		$	164,387	$	169,833	$	66,643		$	51,962	$	156,011		$	112,738
Basic earnings per common share attributable to SLM Corporation	$	0.12	$	0.10		$	0.38	$	0.40	$	0.15		$	0.12	$	0.36		$	0.26
Average common shares outstanding	428,077		426,019			427,711		425,384		431,245			427,942		430,572			427,526
Diluted earnings per common share attributable to SLM Corporation	$	0.12	$	0.09		$	0.38	$	0.39	$	0.15		$	0.12	$	0.35		$	0.26
Average common and common equivalent shares outstanding	433,523		432,547			432,079		432,531		438,115			431,796		438,424			431,349

See accompanying notes to consolidated financial statements.

SLM CORPORATION

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

(In thousands)

(Unaudited)


	Three Months Ended						Nine Months Ended						Three Months Ended						Six Months Ended
	September 30,						September 30,						June 30,						June 30,
	2016			2015			2016			2015			2017			2016			2017			2016
Net income	$	56,965		$	45,724		$	180,085		$	184,439		$	70,617		$	57,205		$	165,560		$	123,120
Other comprehensive income (loss):
Unrealized gains (losses) on investments	406			2,008			4,723			(499		)	167			1,293			(1,400		)	4,317
Unrealized gains (losses) on cash flow hedges	9,324			(21,751		)	(23,782		)	(19,284		)	(2,029		)	(8,732		)	2,750			(33,106		)
Total unrealized gains (losses)	9,730			(19,743		)	(19,059		)	(19,783		)	(1,862		)	(7,439		)	1,350			(28,789		)
Income tax (expense) benefit	(3,690		)	7,676			7,305			7,661			701			2,855			(531		)	10,995
Other comprehensive income (loss), net of tax (expense) benefit	6,040			(12,067		)	(11,754		)	(12,122		)	(1,161		)	(4,584		)	819			(17,794		)
Total comprehensive income	$	63,005		$	33,657		$	168,331		$	172,317		$	69,456		$	52,621		$	166,379		$	105,326

See accompanying notes to consolidated financial statements.

SLM CORPORATION

CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY

(In thousands, except share and per share amounts)

(Unaudited)


		Common Stock Shares																								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			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, 2014	7,300,000	424,804,125	(1,365,277	)	423,438,848		$	565,000	$	84,961	$	1,090,511	$	(11,393	)	$	113,066		$	(12,187	)	$	1,829,958
Balance at December 31, 2015																									7,300,000	430,677,434	(4,374,190	)	426,303,244		$	565,000	$	86,136	$	1,135,860		$	(16,059	)	$	366,609		$	(41,223	)	$	2,096,323
Net income	—	—	—		—		—		—		—		—			184,439			—			184,439			—	—	—		—		—		—		—			—			123,120			—			123,120
Other comprehensive loss, net of tax	—	—	—		—		—		—		—		(12,122		)	—			—			(12,122		)	—	—	—		—		—		—		—			(17,794		)	—			—			(17,794		)
Total comprehensive income	—	—	—		—		—		—		—		—			—			—			172,317			—	—	—		—		—		—		—			—			—			—			105,326
Cash dividends:
Preferred Stock, series A ($.87 per share)	—	—	—		—		—		—		—		—			(8,625		)	—			(8,625		)	—	—	—		—		—		—		—			—			(5,750		)	—			(5,750		)
Preferred Stock, series B ($.51 per share)	—	—	—		—		—		—		—		—			(5,981		)	—			(5,981		)
Preferred Stock, series B ($.60 per share)																									—	—	—		—		—		—		—			—			(4,632		)	—			(4,632		)
Dividend equivalent units related to employee stock-based compensation plans	—	—	—		—		—		—		1,138		—			(1,138		)				—			—	—	—		—		—		—		400			—			(400		)				—
Issuance of common shares	—	5,569,853	—		5,569,853		—		1,114		14,329		—			—			—			15,443			—	3,166,474	—		3,166,474		—		633		3,224			—			—			—			3,857
Tax benefit related to employee stock-based compensation	—	—	—		—		—		—		6,093		—			—			—			6,093			—	—	—		—		—		—		(2,249		)	—			—			—			(2,249		)
Stock-based compensation expense	—	—	—		—		—		—		16,423		—			—			—			16,423			—	—	—		—		—		—		12,548			—			—			—			12,548
Shares repurchased related to employee stock-based compensation plans	—	—	(2,900,266	)	(2,900,266	)	—		—		—		—			—			(28,294		)	(28,294		)	—	—	(1,391,927	)	(1,391,927	)	—		—		—			—			—			(8,512		)	(8,512		)
Balance at September 30, 2015	7,300,000	430,373,978	(4,265,543	)	426,108,435		$	565,000	$	86,075	$	1,128,494	$	(23,515	)	$	281,761		$	(40,481	)	$	1,997,334
Balance at June 30, 2016																									7,300,000	433,843,908	(5,766,117	)	428,077,791		$	565,000	$	86,769	$	1,149,783		$	(33,853	)	$	478,947		$	(49,735	)	$	2,196,911

See accompanying notes to consolidated financial statements.

SLM CORPORATION

CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY

(In thousands, except share and per share amounts)

(Unaudited)

Common Stock Shares
Preferred Stock Shares Issued Treasury Outstanding Preferred Stock Common Stock Additional Paid-In Capital
Accumulated
Other
Comprehensive
Loss
Retained Earnings Treasury Stock Total Equity
Balance at December 31, 2015 7,300,000
430,677,434
(4,374,190 ) 426,303,244
$ 565,000
$ 86,136
$ 1,135,860
$ (16,059 ) $ 366,609
$ (41,223 ) $ 2,096,323
Net income —
—
—
—
—
—
—
—
180,085
—
180,085
Other comprehensive loss, net of tax —
—
—
—
—
—
—
(11,754 ) —
—
(11,754 )
Total comprehensive income —
—
—
—
—
—
—
—
—
—
168,331
Cash dividends:
Preferred Stock, series A ($0.87 per share) —
—
—
—
—
—
—
—
(8,625 ) —
(8,625 )
Preferred Stock, series B ($0.65 per share) —
—
—
—
—
—
—
—
(7,073 ) —
(7,073 )
Dividend equivalent units related to employee stock-based compensation plans —
—
—
—
—
—
402
—
(402 ) —
—
Issuance of common shares —
3,727,574

3,727,574
—
745
5,493
—
—
—
6,238
Tax deficiency related to employee stock-based compensation —
—
—
—
—
—
(2,457 ) —
—
—
(2,457 )
Stock-based compensation expense —
—
—
—
—
—
17,950
—
—
—
17,950
Shares repurchased related to employee stock-based compensation plans —
—
(1,763,092 ) (1,763,092 ) —
—
—
—
—
(11,191 ) (11,191 )
Balance at September 30, 2016 7,300,000
434,405,008
(6,137,282 ) 428,267,726
$ 565,000
$ 86,881
$ 1,157,248
$ (27,813 ) $ 530,594
$ (52,414 ) $ 2,259,496



			Common Stock Shares
	Preferred Stock Shares		Issued	Treasury		Outstanding		Preferred Stock			Common Stock		Additional Paid-In Capital		Accumulated Other Comprehensive Income (Loss)			Retained Earnings			Treasury Stock			Total Equity
Balance at December 31, 2016	7,300,000		436,632,479	(7,728,920	)	428,903,559		$	565,000		$	87,327	$	1,175,564	$	(8,671	)	$	595,322		$	(67,484	)	$	2,347,058
Net income	—		—	—		—		—			—		—		—			165,560			—			165,560
Other comprehensive income, net of tax	—		—	—		—		—			—		—		819			—			—			819
Total comprehensive income	—		—	—		—		—			—		—		—			—			—			166,379
Cumulative effect of the new stock compensation standard	—		—	—		—		—			—		429		—			(264		)	—			165
Cash dividends:
Preferred Stock, series A ($1.74 per share)	—		—	—		—		—			—		—		—			(3,961		)	—			(3,961		)
Preferred Stock, series B ($1.39 per share)	—		—	—		—		—			—		—		—			(5,588		)	—			(5,588		)
Redemption of Series A Preferred Stock	(3,300,000	)	—	—		—		(165,000		)	—		—		—			—			—			(165,000		)
Dividend equivalent units related to employee stock-based compensation plans	—		—	—		—		—			—		96		—			(96		)	—			—
Issuance of common shares	—		5,229,774			5,229,774		—			1,046		13,448		—			—			—			14,494
Stock-based compensation expense	—		—	—		—		—			—		15,500		—			—			—			15,500
Shares repurchased related to employee stock-based compensation plans	—		—	(2,584,964	)	(2,584,964	)	—			—		—		—			—			(31,337		)	(31,337		)
Balance at June 30, 2017	4,000,000		441,862,253	(10,313,884	)	431,548,369		$	400,000		$	88,373	$	1,205,037	$	(7,852	)	$	750,973		$	(98,821	)	$	2,337,710

See accompanying notes to consolidated financial statements.

SLM CORPORATION

CONSOLIDATED STATEMENTS OF CASH FLOWS

(In thousands)

(Unaudited)


	Nine Months Ended						Six Months Ended
	September 30,						June 30,
	2016			2015			2017			2016
Operating activities
Net income	$	180,085		$	184,439		$	165,560		$	123,120
Adjustments to reconcile net income to net cash used in operating activities:
Provisions for credit losses	116,179			59,673			75,511			74,395
Income tax expense	120,987			109,865			95,724			71,181
Amortization of brokered deposit placement fee	7,766			8,006			4,339			5,179
Amortization of ABCP Facility upfront fee	866			1,790			668			502
Amortization of deferred loan origination costs and fees, net	4,304			2,563			4,069			2,720
Net amortization of discount on investments	1,387			1,332			872			793
Interest income on tax indemnification receivable	(14,386		)	(5,118		)	(3,427		)	(4,066		)
Depreciation of premises and equipment	6,896			5,427			5,365			2,295
Amortization of acquired intangibles	747			1,110			234			261
Stock-based compensation expense	17,950			16,423			15,500			12,548
Unrealized gains on derivative and hedging activities, net	(1,881		)	(1,985		)
Gains on sale of loans, net	—			(76,874		)
Unrealized losses (gains) on derivatives and hedging activities, net							10,833			(835		)
Other adjustments to net income, net	2,540			216			2,998			1,101
Changes in operating assets and liabilities:
Net decrease in loans held for sale	—			55
Origination of loans held for sale	—			(55		)
Increase in accrued interest receivable	(430,441		)	(316,263		)	(324,684		)	(277,582		)
Decrease (increase) in restricted cash and investments - other	1,564			(2,596		)
Decrease in other interest-earning assets	7,562			24,875
Decrease in restricted cash and investments, net							4,004			2,053
Increase in other interest-earning assets							588			1,290
Decrease in tax indemnification receivable	44,725			44,725			29,817			29,816
Increase in other assets	(22,879		)	(18,022		)	(20,586		)	(14,591		)
Decrease in income taxes payable, net	(201,338		)	(176,172		)	(139,775		)	(149,193		)
Increase in accrued interest payable	10,202			7,227			3,275			2,924
Increase (decrease) in payable due to entity that is a subsidiary of Navient	658			(5,368		)
Increase in other liabilities	7,131			5,895
Decrease in payable due to entity that is a subsidiary of Navient							(1,244		)	(808		)
(Decrease) increase in other liabilities							(35,267		)	7,976
Total adjustments	(319,461		)	(313,271		)	(271,186		)	(232,041		)
Total net cash used in operating activities	(139,376		)	(128,832		)	(105,626		)	(108,921		)
Investing activities
Loans acquired and originated	(4,072,631		)	(3,786,946		)	(2,347,344		)	(2,234,556		)
Net proceeds from sales of loans held for investment	7,912			790,094			3,472			5,736
Proceeds from claim payments	49,742			91,000			24,907			33,892
Net decrease in loans held for investment	953,715			672,665			980,234			624,040
Increase in restricted cash and investments - variable interest entities	(11,840		)	(18,205		)	(12,753		)	(8,369		)
Purchases of available-for-sale securities	(40,767		)	(50,062		)	(40,124		)	(23,362		)
Proceeds from sales and maturities of available-for-sale securities	26,318			26,222			16,976			15,492
Total net cash used in investing activities	(3,087,551		)	(2,275,232		)	(1,374,632		)	(1,587,127		)
Financing activities
Brokered deposit placement fee	(3,953		)	(477		)	(5,329		)	(2,875		)
Net increase in certificates of deposit	481,623			161,096
Net increase (decrease) in other deposits	961,123			(129,412		)
Net decrease in certificates of deposit							308,069			56,272
Net increase in other deposits							51,447			322,959
Issuance costs for collateralized borrowings	(1,351		)	—			—			(386		)
Borrowings collateralized by loans in securitization trusts - issued	1,104,551			620,681			767,244			499,393
Borrowings collateralized by loans in securitization trusts - repaid	(106,567		)	(27,195		)	(262,567		)	(40,618		)
Issuance costs for unsecured debt offering							(423		)	—
Unsecured debt issued							197,000			—
Borrowings under ABCP Facility							—			26,325
Repayment of borrowings under ABCP Facility							—			(526,500		)


Borrowings under ABCP Facility	376,325			713,746
Repayment of borrowings under ABCP Facility	(526,500		)	(3,741		)
Fees paid on ABCP Facility	(1,450		)	(104		)	(1,259		)	(1,444		)
Excess tax (expense) benefit from the exercise of stock-based awards	(2,457		)	6,093
Redemption of Preferred Stock Series A							(165,000		)	—
Preferred stock dividends paid	(15,698		)	(14,606		)	(9,549		)	(10,382		)
Net cash provided by financing activities	2,265,646			1,326,081			879,633			322,744
Net decrease in cash and cash equivalents	(961,281		)	(1,077,983		)	(600,625		)	(1,373,304		)
Cash and cash equivalents at beginning of period	2,416,219			2,359,780			1,918,793			2,416,219
Cash and cash equivalents at end of period	$	1,454,938		$	1,281,797		$	1,318,168		$	1,042,915
Cash disbursements made for:
Interest	$	119,812		$	79,917		$	121,601		$	75,165
Income taxes paid	$	201,218		$	171,194		$	139,828		$	149,173
Income taxes received	$	(86	)	$	(80	)
Income taxes refunded							$	(833	)	$	(86	)

See accompanying notes to consolidated financial statements.

SLM CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Dollars in thousands, unless otherwise noted)

1. Significant Accounting Policies

Basis of Presentation

The accompanying unaudited, consolidated financial statements of SLM Corporation (“Sallie Mae,” “SLM,” the “Company,” “we,” or “us”) have been prepared in accordance with generally accepted accounting principles in the United States of America (“GAAP”) for interim financial information. Accordingly, they do not include all the information and footnotes required by GAAP for complete consolidated financial statements. The consolidated financial statements include the accounts of SLM Corporation and its majority-owned and controlled subsidiaries after eliminating the effects of intercompany accounts and transactions. In the opinion of management, all adjustments considered necessary for a fair statement of the results for the interim periods have been included. The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the amounts reported in the consolidated financial statements and accompanying notes. Actual results could differ from those estimates. Operating results for the three and ~~nine~~six months ended ~~September~~June 30, ~~2016~~2017 are not necessarily indicative of the results for the year ending December 31, ~~2016~~2017 or for any other period. These unaudited financial statements should be read in conjunction with the audited financial statements and related notes included in our Annual Report on Form 10-K for the year ended December 31, ~~2015~~2016 (the ~~“2015~~“2016 Form 10-K”).

~~Correction Recorded in the Current Period~~

We recognized in the current period adjustments for tax positions relating to historical transactions among entities that are now subsidiaries of Navient Corporation (“Navient”) that should have been recorded at the time of the separation of Navient from SLM (the “Spin-Off”), which occurred on April 30, 2014. We have evaluated the quantitative and qualitative materiality of these errors to all of the relevant periods and concluded that the out of period correction to recognize the asset, liabilities and income statement impacts in the quarter ended September 30, 2016 is not material to our consolidated financial statements for any of the relevant periods. The adjustments increased our tax indemnification receivable and income taxes payable by $120 million and increased our other income and income tax expense by $9 million, as we believe we are indemnified by Navient for these additional tax liabilities. Accordingly, there was no effect on equity or net income as a result of these errors in the current or prior periods. Prospectively, these uncertain tax position liabilities and related assets will be accounted for consistent with our existing accounting policies for these kinds of assets and liabilities.

Consolidation

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

We consolidate any variable interest entity (“VIE”) where we have determined we are the primary beneficiary. The primary beneficiary is the entity which has both: (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.

Allowance for Loan ~~Interest Income~~Losses

~~For loans classified as “held~~We maintain an allowance for ~~investment,” we recognize interest income as earned, adjusted for the amortization of deferred direct origination costs. This adjustment is recognized based upon the expected yield of the~~ loan ~~over its life after giving effect~~losses at an amount sufficient to ~~prepayments and extensions. We consider our constant prepayment rate (“CPR”) estimates a significant accounting assumption used to measure the expected prepayment activity~~absorb probable losses incurred in our ~~education loan portfolio. The estimates are~~portfolios at the reporting date based on a ~~number~~projection of ~~factors such as historical prepayment rates~~estimated probable credit losses incurred in the portfolio. Please refer to Note 2, “Significant Accounting Policies - Allowance for Loan Losses - Allowance for Private Education Loan Losses” in the 2016 Form 10-K for a description of certain information we use in estimating allowance amounts for Private Education Loans (as hereafter defined).

Troubled Debt Restructurings (“TDRs”)

For our TDR portfolio, we estimate 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 ~~similar~~interest rate reductions and loans with forbearance usage greater than three months.

We modify the terms of loans for certain borrowers when we believe such modifications may increase the ability and willingness of a borrower to make payments and thus increase the ultimate overall amount collected on a loan. These modifications generally take the form of a forbearance, a temporary interest rate reduction or an extended repayment plan. We generally consider a loan ~~characteristics, assumptions about portfolio composition~~that is in full principal and ~~loan terms, and the prepayment curve’s tendency~~interest repayment status which has received more than three months of forbearance in a 24-month period to ~~follow~~be a ~~ramp pattern (i.e., the prepayment rate typically increases~~TDR; however, during the ~~in-school~~first nine months after a loan has entered full principal and ~~early~~interest repayment ~~periods, then stabilizes). The CPR measures~~status, we do not count up to the ~~expected prepayment activity over~~first six months of forbearance received during that period against the ~~life of the loan and is applied as a flat-rate input assumption when used in forecasting.~~three-month policy limit.

SLM CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Dollars in thousands, unless otherwise noted)



1.	Significant Accounting Policies (Continued)

~~Our CPR estimates include~~A loan also becomes a TDR when it is modified to reduce the ~~effect~~interest rate on the loan (regardless of ~~voluntary prepayments, education loan defaults,~~when such modification occurs and/or whether such interest rate reduction is temporary). The majority of our loans that are considered TDRs involve a temporary forbearance of payments and ~~consolidation (if~~do not change the loans are consolidated to third parties), all of which shorten the lives of loans. CPR estimates also consider the utilization of deferment, forbearance, and extended repayment plans, which lengthen the lives of loans. We regularly evaluate the assumptions used to estimate the CPRs. In instances where there are changes to the assumptions, amortization of deferred direct origination costs is adjusted on a cumulative basis to reflect the change since the originationcontractual interest rate of the loan. Once a loan qualifies for TDR status, it remains a TDR for allowance purposes for the remainder of its life. Approximately 27 percent and 26 percent of the loans granted forbearance as of June 30, 2017 and December 31, 2016, respectively, were classified as TDRs due to their forbearance status.

Derivative Accounting

We ~~also pay~~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 6, “Derivative Financial Instruments”), exclusive of accrued interest and cash collateral held or pledged. The Chicago Mercantile Exchange (“CME”) and the London Clearing House (“LCH”) made amendments to their respective rules that resulted in the prospective accounting treatment of certain daily payments historically treated as the posting of collateral (variation margin payments) being considered as the legal settlement of the outstanding exposure of the derivative. While the CME rule, which became effective in January 2017, is mandatory, the LCH allows a clearing member institution the option to adopt the rule changes on an individual contract or portfolio basis. As of June 30, 2017, $4.6 billion notional of our derivative contracts were cleared on the CME and $0.7 billion were cleared on the LCH. The derivative contracts cleared through the CME and LCH represent 80.5 percent and 12.5 percent, respectively, of our total notional derivative contracts of $5.8 billion at June 30, 2017.

Under this new rule, for derivatives cleared through the CME, 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. Interest income (expense) related to variation margin on derivatives that are not designated as hedging instruments or are designated as fair value relationships is recognized as a gain (loss) rather than as interest income (expense). Changes in fair value for derivatives not designated as hedging instruments will be presented as realized gains (losses).

Our LCH clearing member institution has elected not to adopt the new rule change. Therefore, there has been no change to the ~~U.S. Department~~accounting for the derivatives cleared through the LCH, and variation margin payments required to be exchanged based on the fair value of Education (“ED”) 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 education loans when they are classifiedthese derivatives remain accounted for as ~~“held-for-sale.”~~collateral.

We ~~recognize certain fee income (primarily late fees) on education loans when earned according to~~determine the fair value for our derivative contracts primarily using pricing models that consider current market conditions and the contractual ~~provisions~~terms of the ~~promissory notes,~~derivative contracts. These pricing models consider interest rates, time value, forward interest rate curves, and volatility factors. Inputs are generally from active financial markets.

The majority of our derivatives qualify as effective hedges. For these derivatives, the relationship between the hedging instrument and the hedged items (including the hedged risk and method for assessing effectiveness), as well as the risk management objective and strategy for undertaking various hedge transactions at the inception of the hedging relationship, is documented.

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 ~~expectation~~exposure to changes in fair value of ~~collectibility. Fee income is~~a fixed-rate liability. For effective fair value hedges, both the hedge and the hedged item (for the risk being hedged) are recorded ~~when earned in “other non-interest income”~~at fair value with any difference reflecting ineffectiveness recorded immediately in the ~~accompanying~~ 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, generally 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

~~Recently Issued but Not Yet Adopted Accounting Pronouncements~~

SLM CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Dollars in thousands, unless otherwise noted)



1.	Significant Accounting Policies (Continued)

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.

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. On ~~February 25, 2016,~~January 1, 2017, we adopted the Financial Accounting Standards ~~Board (the “FASB”~~Board’s (“FASB’s”) ~~issued~~ Accounting Standards Update (“ASU”) No. 2016-02, “Leases,” a comprehensive new lease standard which will supersede previous lease guidance. The standard requires a lessee to recognize in its balance sheet assets and liabilities related to long-term leases that were classified as operating leases under previous guidance. An asset will be recognized related to the right to use the underlying asset and a liability will be recognized related to the obligation to make lease payments over the term of the lease. The standard also requires expanded disclosures surrounding leases. The standard is effective for fiscal periods beginning after December 15, 2018, and requires modified retrospective adoption, with early adoption permitted. We are currently evaluating the impact of the adoption of this standard on our consolidated financial statements and related disclosures.

~~On March 30, 2016, the FASB issued ASU No.~~ 2016-09 “Compensation - Stock Compensation (Topic 718): Improvements to Employee Share-Based Payment ~~Accounting,~~Accounting.” ~~which amends the current stock compensation guidance. The amendments simplify the accounting for the taxes related to stock-based compensation, including adjustments to how~~This new guidance requires that we record all excess tax benefits and a company’s payments for tax withholdings should be classified. The standard is effective for fiscal periods beginning after December 15, 2016, with early adoption permitted. We continue to evaluate the impact of the adoption of this standard on our consolidated financial statements, and at this time we expect the standard to result in immaterial volatility in earnings caused by the change in the treatment of the tax benefits or benefits/deficiencies related to ~~share-based payments at~~the settlement ~~(or expiration) through “income~~of employee stock-based compensation to the income tax ~~expense” in~~expense line item on our consolidated statements of ~~income.~~

Onincome, under a modified retrospective basis. In the six months ended June ~~16, 2016,~~30, 2017, we recorded a $6.5 million benefit in income tax expense because of this new standard. We previously recorded the FASB issued ASU No. 2016-13, “Financial Instruments—Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments,” which requires measurement and recognition of expected credit losses for financial assets held. Under this standard, we will be required to hold an allowance equalexcess tax benefits/deficiencies to the expected life-of-loan losses on our loan portfolio. The standard is effective for fiscal periods beginning after December 15, 2019. While we are currently evaluating the impact of our pending adoption of this standardadditional paid-in capital line item on our consolidated ~~financial statements,~~balance sheets. Under the new guidance, we ~~expect~~also elected the ~~adoption~~option to ~~have~~no longer apply a ~~material impact on~~forfeiture rate to our ~~consolidated financial statements~~stock-based compensation expense, but to record forfeitures when they occur, and, ~~capital ratios.~~as a result, under a modified retrospective basis we recorded a cumulative effect of the new stock compensation standard in total equity of $0.2 million, net of tax, in the first quarter of 2017.

SLM CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Dollars in thousands, unless otherwise noted)

2. Loans Held for Investment

Loans held for investment consist of Private Education Loans, FFELP Loans and ~~FFELP~~Personal Loans. We use “Private Education Loans” to mean education loans to students or their families that are not made, insured or guaranteed by any state or federal government. Private Education Loans do not include loans insured or guaranteed under the previously existing Federal Family Education Loan Program (“FFELP”). We use “Personal Loans” to mean those unsecured loans to individuals that may be used for non-educational purposes. We began to opportunistically acquire Personal Loans in the fourth quarter of 2016.

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 ~~generally~~may be fixed rate or may carry a variable interest rate indexed to LIBOR. As of ~~September~~June 30, 2017 and December 31, 2016, 8181.3 percent and 81.4 percent, respectively, of all of our Private Education Loans were indexed to LIBOR. We provide incentives for customers to include a cosigner on the loan, and the vast majority of loans in our portfolio are cosigned. We also provide total cost incentives for customers to make payments while in school.

FFELP Loans are insured as to their principal and accrued interest in the event of default, subject to a ~~Risk Sharing~~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.

Loans held for investment are summarized as follows:


	September 30,			December 31,			June 30,			December 31,
	2016			2015			2017			2016
Private Education Loans	$	13,848,262		$	10,596,437		$	15,679,457		$	14,251,675
Deferred origination costs	40,327			27,884			48,905			44,206
Allowance for loan losses	(162,630		)	(108,816		)	(205,024		)	(182,472		)
Total Private Education Loans, net	13,725,959			10,515,505			15,523,338			14,113,409

FFELP Loans	1,033,929			1,115,663			967,237			1,010,908
Unamortized acquisition costs, net	2,825			3,114			2,767			2,941
Allowance for loan losses	(2,209		)	(3,691		)	(1,606		)	(2,171		)
Total FFELP Loans, net	1,034,545			1,115,086			968,398			1,011,678

Personal Loans							69,508			12,893
Allowance for loan losses							(818		)	(58		)
Total Personal Loans, net							68,690			12,835

Loans held for investment, net	$	14,760,504		$	11,630,591		$	16,560,426		$	15,137,922

The estimated weighted average life of education loans in our portfolio was approximately 5.6 years and 6.0 years ~~and 6.2 years~~ at ~~September~~June 30, ~~2016~~2017 and December 31, ~~2015,~~2016, respectively.

SLM CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Dollars in thousands, unless otherwise noted)



2.	Loans Held for Investment (Continued)

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


	Three Months Ended								Nine Months Ended								Three Months Ended
	September 30,								September 30,								June 30,
	2016				2015				2016				2015				2017				2016
	Average Balance		Weighted Average Interest Rate		Average Balance		Weighted Average Interest Rate		Average Balance		Weighted Average Interest Rate		Average Balance		Weighted Average Interest Rate		Average Balance		Weighted Average Interest Rate		Average Balance		Weighted Average Interest Rate
Private Education Loans	$	12,881,890	8.00	%	$	9,869,025	7.87	%	$	12,307,932	8.00	%	$	9,563,290	7.96	%	$	15,687,803	8.33	%	$	12,217,890	7.98	%
FFELP Loans	1,049,803		3.52		1,161,288		3.27		1,076,394		3.48		1,196,491		3.22		980,478		3.87		1,076,419		3.48
Personal Loans																	60,910		9.28		—		—
Total portfolio	$	13,931,693			$	11,030,313			$	13,384,326			$	10,759,781			$	16,729,191			$	13,294,309



	Six Months Ended
	June 30,
	2017				2016
	Average Balance		Weighted Average Interest Rate		Average Balance		Weighted Average Interest Rate
Private Education Loans	$	15,569,337	8.30	%	$	12,017,799	8.00	%
FFELP Loans	991,740		3.78		1,089,836		3.45
Personal Loans	48,894		9.19		—		—
Total portfolio	$	16,609,971			$	13,107,635

SLM CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Dollars in thousands, unless otherwise noted)

3. Allowance for Loan Losses

Our provision for loan losses represents the periodic expense of maintaining an allowance sufficient to absorb incurred probable losses in the held-for-investment loan portfolios. The evaluation of the allowance for loan losses is inherently subjective, as it requires material estimates that may be susceptible to significant changes. We believe the allowance for loan losses is appropriate to cover probable losses incurred in the loan portfolios. We began acquiring Personal Loans in the fourth quarter of 2016.

Allowance for Loan Losses Metrics


	Allowance for Loan Losses									Allowance for Loan Losses
	Three Months Ended September 30, 2016									Three Months Ended June 30, 2017
	FFELP Loans			Private Education Loans			Total			FFELP Loans			Private Education Loans			Personal Loans			Total
Allowance for Loan Losses
Beginning balance	$	2,297		$	142,628		$	144,925		$	1,637		$	185,103		$	346		$	187,086
Total provision	268			40,502			40,770			228			49,166			492			49,886
Net charge-offs:
Charge-offs	(356		)	(22,072		)	(22,428		)	(259		)	(32,728		)	(20		)	(33,007		)
Recoveries	—			2,973			2,973			—			4,396			—			4,396
Net charge-offs	(356		)	(19,099		)	(19,455		)	(259		)	(28,332		)	(20		)	(28,611		)
Loan sales⁽¹⁾	—			(1,401		)	(1,401		)	—			(913		)	—			(913		)
Ending Balance	$	2,209		$	162,630		$	164,839		$	1,606		$	205,024		$	818		$	207,448
Allowance:
Ending balance: individually evaluated for impairment	$	—		$	77,521		$	77,521		$	—		$	95,177		$	—		$	95,177
Ending balance: collectively evaluated for impairment	$	2,209		$	85,109		$	87,318		$	1,606		$	109,847		$	818		$	112,271
Loans:
Ending balance: individually evaluated for impairment	$	—		$	503,632		$	503,632		$	—		$	803,456		$	—		$	803,456
Ending balance: collectively evaluated for impairment	$	1,033,929		$	13,344,630		$	14,378,559		$	967,237		$	14,876,001		$	69,508		$	15,912,746
Net charge-offs as a percentage of average loans in repayment (annualized)⁽²⁾	0.18		%	0.91		%				0.14		%	1.08		%	0.13		%
Allowance as a percentage of the ending total loan balance	0.21		%	1.17		%				0.17		%	1.31		%	1.18		%
Allowance as a percentage of the ending loans in repayment⁽²⁾	0.28		%	1.83		%				0.21		%	1.93		%	1.18		%
Allowance coverage of net charge-offs (annualized)	1.55			2.13						1.55			1.81			10.23
Ending total loans, gross	$	1,033,929		$	13,848,262					$	967,237		$	15,679,457		$	69,508
Average loans in repayment⁽²⁾	$	791,296		$	8,420,625					$	757,186		$	10,523,225		$	61,439
Ending loans in repayment⁽²⁾	$	795,665		$	8,905,812					$	765,980		$	10,615,105		$	69,508

____________

⁽¹⁾ Represents fair value adjustments on loans sold.

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

SLM CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Dollars in thousands, unless otherwise noted)



3.	Allowance for Loan Losses (Continued)



	Allowance for Loan Losses
	Three Months Ended June 30, 2016
	FFELP Loans			Private Education Loans			Total
Allowance for Loan Losses
Beginning balance	$	3,629		$	122,620		$	126,249
Total provision	(985		)	42,362			41,377
Net charge-offs:
Charge-offs	(347		)	(23,903		)	(24,250		)
Recoveries	—			3,082			3,082
Net charge-offs	(347		)	(20,821		)	(21,168		)
Loan sales⁽¹⁾	—			(1,533		)	(1,533		)
Ending Balance	$	2,297		$	142,628		$	144,925
Allowance:
Ending balance: individually evaluated for impairment	$	—		$	63,370		$	63,370
Ending balance: collectively evaluated for impairment	$	2,297		$	79,258		$	81,555
Loans:
Ending balance: individually evaluated for impairment	$	—		$	400,969		$	400,969
Ending balance: collectively evaluated for impairment	$	1,061,517		$	11,889,740		$	12,951,257
Net charge-offs as a percentage of average loans in repayment (annualized)⁽²⁾	0.18		%	1.05		%
Allowance as a percentage of the ending total loan balance	0.22		%	1.16		%
Allowance as a percentage of the ending loans in repayment⁽²⁾	0.30		%	1.78		%
Allowance coverage of net charge-offs (annualized)	1.65			1.71
Ending total loans, gross	$	1,061,517		$	12,290,709
Average loans in repayment⁽²⁾	$	786,818		$	7,894,340
Ending loans in repayment⁽²⁾	$	773,321		$	8,029,034

____________

⁽¹⁾ Represents fair value adjustments on loans sold.

SLM CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Dollars in thousands, unless otherwise noted)



3.	Allowance for Loan Losses (Continued)


	Allowance for Loan Losses									Allowance for Loan Losses
	Three Months Ended September 30, 2015									Six Months Ended June 30, 2017
	FFELP Loans			Private Education Loans			Total			FFELP Loans			Private Education Loans			Personal Loans			Total
Allowance for Loan Losses
Beginning balance	$	4,556		$	87,310		$	91,866		$	2,171		$	182,472		$	58		$	184,701
Total provision	143			27,354			27,497			(88		)	75,986			780			76,678
Net charge-offs:
Charge-offs	(529		)	(14,121		)	(14,650		)	(477		)	(58,955		)	(20		)	(59,452		)
Recoveries	—			1,361			1,361			—			7,655			—			7,655
Net charge-offs	(529		)	(12,760		)	(13,289		)	(477		)	(51,300		)	(20		)	(51,797		)
Loan sales⁽¹⁾	—			(1,871		)	(1,871		)	—			(2,134		)	—			(2,134		)
Ending Balance	$	4,170		$	100,033		$	104,203		$	1,606		$	205,024		$	818		$	207,448
Allowance:
Ending balance: individually evaluated for impairment	$	—		$	43,001		$	43,001		$	—		$	95,177		$	—		$	95,177
Ending balance: collectively evaluated for impairment	$	4,170		$	57,032		$	61,202		$	1,606		$	109,847		$	818		$	112,271
Loans:
Ending balance: individually evaluated for impairment	$	—		$	231,286		$	231,286		$	—		$	803,456		$	—		$	803,456
Ending balance: collectively evaluated for impairment	$	1,143,595		$	10,608,975		$	11,752,570		$	967,237		$	14,876,001		$	69,508		$	15,912,746
Net charge-offs as a percentage of average loans in repayment (annualized)⁽²⁾	0.25		%	0.83		%				0.12		%	0.99		%	0.08		%
Allowance as a percentage of the ending total loan balance	0.36		%	0.92		%				0.17		%	1.31		%	1.18		%
Allowance as a percentage of the ending loans in repayment⁽²⁾	0.50		%	1.50		%				0.21		%	1.93		%	1.18		%
Allowance coverage of net charge-offs (annualized)	1.97			1.96						1.68			2.00			20.45
Ending total loans, gross	$	1,143,595		$	10,840,261					$	967,237		$	15,679,457		$	69,508
Average loans in repayment⁽²⁾	$	839,090		$	6,118,678					$	765,347		$	10,375,463		$	47,654
Ending loans in repayment⁽²⁾	$	836,585		$	6,657,228					$	765,980		$	10,615,105		$	69,508

____________

⁽¹⁾ Represents fair value adjustments on loans sold.

SLM CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Dollars in thousands, unless otherwise noted)



3.	Allowance for Loan Losses (Continued)


	Allowance for Loan Losses									Allowance for Loan Losses
	Nine Months Ended September 30, 2016									Six Months Ended June 30, 2016
	FFELP Loans			Private Education Loans			Total			FFELP Loans			Private Education Loans			Total
Allowance for Loan Losses
Beginning balance	$	3,691		$	108,816		$	112,507		$	3,691		$	108,816		$	112,507
Total provision	(396		)	116,703			116,307			(664		)	76,201			75,537
Net charge-offs:
Charge-offs	(1,086		)	(64,979		)	(66,065		)	(730		)	(42,907		)	(43,637		)
Recoveries	—			7,098			7,098			—			4,125			4,125
Net charge-offs	(1,086		)	(57,881		)	(58,967		)	(730		)	(38,782		)	(39,512		)
Loan sales⁽¹⁾	—			(5,008		)	(5,008		)	—			(3,607		)	(3,607		)
Ending Balance	$	2,209		$	162,630		$	164,839		$	2,297		$	142,628		$	144,925
Allowance:
Ending balance: individually evaluated for impairment	$	—		$	77,521		$	77,521		$	—		$	63,370		$	63,370
Ending balance: collectively evaluated for impairment	$	2,209		$	85,109		$	87,318		$	2,297		$	79,258		$	81,555
Loans:
Ending balance: individually evaluated for impairment	$	—		$	503,632		$	503,632		$	—		$	400,969		$	400,969
Ending balance: collectively evaluated for impairment	$	1,033,929		$	13,344,630		$	14,378,559		$	1,061,517		$	11,889,740		$	12,951,257
Net charge-offs as a percentage of average loans in repayment (annualized)⁽²⁾	0.18		%	0.97		%				0.18		%	1.01		%
Allowance as a percentage of the ending total loan balance	0.21		%	1.17		%				0.22		%	1.16		%
Allowance as a percentage of the ending loans in repayment⁽²⁾	0.28		%	1.83		%				0.30		%	1.78		%
Allowance coverage of net charge-offs (annualized)	1.53			2.11						1.57			1.84
Ending total loans, gross	$	1,033,929		$	13,848,262					$	1,061,517		$	12,290,709
Average loans in repayment⁽²⁾	$	795,452		$	7,952,469					$	794,665		$	7,695,889
Ending loans in repayment⁽²⁾	$	795,665		$	8,905,812					$	773,321		$	8,029,034

____________

⁽¹⁾ Represents fair value adjustments on loans sold.

SLM CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Dollars in thousands, unless otherwise noted)



3.	Allowance for Loan Losses (Continued)

Allowance for Loan Losses
Nine Months Ended September 30, 2015
FFELP Loans
Private Education
Loans
Total
Allowance for Loan Losses
Beginning balance $ 5,268
$ 78,574
$ 83,842
Total provision 1,044
58,629
59,673
Net charge-offs:
Charge-offs (2,142 ) (36,127 ) (38,269 )
Recoveries —
4,529
4,529
Net charge-offs (2,142 ) (31,598 ) (33,740 )
Loan sales⁽¹⁾
—
(5,572 ) (5,572 )
Ending Balance $ 4,170
$ 100,033
$ 104,203
Allowance:
Ending balance: individually evaluated for impairment $ —
$ 43,001
$ 43,001
Ending balance: collectively evaluated for impairment $ 4,170
$ 57,032
$ 61,202
Loans:
Ending balance: individually evaluated for impairment $ —
$ 231,286
$ 231,286
Ending balance: collectively evaluated for impairment $ 1,143,595
$ 10,608,975
$ 11,752,570
Net charge-offs as a percentage of average loans in repayment (annualized)⁽²⁾
0.33 % 0.72 %
Allowance as a percentage of the ending total loan balance 0.36 % 0.92 %
Allowance as a percentage of the ending loans in repayment⁽²⁾
0.50 % 1.50 %
Allowance coverage of net charge-offs (annualized) 1.46
2.37

Ending total loans, gross $ 1,143,595
$ 10,840,261

Average loans in repayment⁽²⁾
$ 868,649
$ 5,848,345

Ending loans in repayment⁽²⁾
$ 836,585
$ 6,657,228

~~____________~~

⁽¹⁾ ~~Represents fair value adjustments on loans sold.~~

~~SLM CORPORATION~~

~~NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)~~

~~(Dollars in thousands, unless otherwise noted)~~



3.	~~Allowance for Loan Losses (Continued)~~

Troubled Debt Restructurings ~~(“TDRs”)~~

All of our loans are collectively assessed for impairment, except for loans classified as TDRs (where we conduct individual assessments of impairment). We modify the terms of loans for certain borrowers when we believe such modifications may increase the ability and willingness of a borrower to make payments and thus increase the ultimate overall amount collected on a loan. These modifications generally take the form of a forbearance, a temporary interest rate reduction or an extended repayment plan. The majority of our loans that are considered TDRs involve a temporary forbearance of payments and do not change the contractual interest rate of the loan. Approximately 2527 percent and 2326 percent of the loans granted forbearance as of ~~September~~June 30, ~~2016~~2017 and December 31, ~~2015,~~2016, respectively, have been classified as TDRs due to their forbearance status. For additional information, see Note 6, “Allowance for Loan Losses” in our ~~2015~~2016 Form 10-K.

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

At ~~September~~June 30, ~~2016~~2017 and December 31, ~~2015,~~2016, 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		Recorded Investment		Unpaid Principal Balance		Allowance

September 30, 2016
June 30, 2017
TDR Loans	$	510,361	$	503,632	$	77,521	$	815,515	$	803,456	$	95,177

December 31, 2015
December 31, 2016
TDR Loans	$	269,628	$	265,831	$	43,480	$	620,991	$	612,606	$	86,930

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

Three Months Ended
September 30,
2016 2015

Average
Recorded
Investment

Interest
Income
Recognized

Average
Recorded
Investment

Interest
Income
Recognized

TDR Loans $ 454,395
$ 8,116
$ 210,039
$ 4,198



	Three Months Ended June 30,
	2017				2016
	Average Recorded Investment		Interest Income Recognized		Average Recorded Investment		Interest Income Recognized

TDR Loans	$	766,171	$	14,310	$	364,882	$	6,697

SLM CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Dollars in thousands, unless otherwise noted)



3.	Allowance for Loan Losses (Continued)

Nine Months Ended
September 30,
2016 2015

Average
Recorded
Investment

Interest
Income
Recognized

Average
Recorded
Investment

Interest
Income
Recognized

TDR Loans $ 373,747
$ 20,396
$ 150,240
$ 9,314



	Six Months Ended June 30,
	2017				2016
	Average Recorded Investment		Interest Income Recognized		Average Recorded Investment		Interest Income Recognized

TDR Loans	$	718,727	$	26,567	$	332,292	$	12,280

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


	September 30,				December 31,				June 30,				December 31,
	2016				2015				2017				2016
	Balance		%		Balance		%		Balance		%		Balance		%
TDR loans in in-school/grace/deferment⁽¹⁾	$	22,544			$	6,869			$	33,693			$	24,185
TDR loans in forbearance⁽²⁾	72,386				43,756				98,710				71,851
TDR loans in repayment⁽³⁾ and percentage of each status:
Loans current	366,000		89.6	%	185,936		86.4	%	603,215		89.9	%	462,187		89.5	%
Loans delinquent 31-60 days⁽⁴⁾	21,781		5.3		14,948		6.9		35,120		5.2		28,452		5.5
Loans delinquent 61-90 days⁽⁴⁾	13,411		3.3		9,239		4.3		20,170		3.0		17,326		3.4
Loans delinquent greater than 90 days⁽⁴⁾	7,510		1.8		5,083		2.4		12,548		1.9		8,605		1.6
Total TDR loans in repayment	408,702		100.0	%	215,206		100.0	%	671,053		100.0	%	516,570		100.0	%
Total TDR loans, gross	$	503,632			$	265,831			$	803,456			$	612,606

_____


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


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


⁽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.


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

SLM CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Dollars in thousands, unless otherwise noted)



3.	Allowance for Loan Losses (Continued)

The following table provides the amount of modified loans (which includes 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 more than 60 days past due for this disclosure.

Three Months Ended
September 30, 2016 Three Months Ended
September 30, 2015

Modified Loans⁽¹⁾
Charge-offs
Payment-
Default

Modified Loans⁽¹⁾
Charge-offs
Payment-
Default

TDR Loans $ 116,419
$ 5,925
$ 23,326
$ 49,975
$ 3,456
$ 16,719



	Three Months Ended June 30, 2017						Three Months Ended June 30, 2016
	Modified Loans⁽¹⁾		Charge-offs		Payment- Default		Modified Loans⁽¹⁾		Charge-offs		Payment- Default

TDR Loans	$	134,489	$	12,215	$	23,679	$	92,782	$	5,464	$	21,388

Nine Months Ended
September 30, 2016 Nine Months Ended
September 30, 2015

Modified Loans⁽¹⁾
Charge-offs
Payment-
Default

Modified Loans⁽¹⁾
Charge-offs
Payment-
Default

TDR Loans $ 270,266
$ 16,357
$ 70,401
$ 189,066
$ 5,845
$ 29,895



	Six Months Ended June 30, 2017						Six Months Ended June 30, 2016
	Modified Loans⁽¹⁾		Charge-offs		Payment- Default		Modified Loans⁽¹⁾		Charge-offs		Payment- Default

TDR Loans	$	246,695	$	22,738	$	49,113	$	153,848	$	10,432	$	47,089

_____


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

SLM CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Dollars in thousands, unless otherwise noted)



3.	Allowance for Loan Losses (Continued)

Key Credit Quality Indicators

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 table highlights the gross principal balance of our Private Education Loan portfolio stratified by key credit quality indicators.


	Private Education Loans								Private Education Loans
	Credit Quality Indicators								Credit Quality Indicators
	September 30, 2016				December 31, 2015				June 30, 2017				December 31, 2016
Credit Quality Indicators:	Balance⁽¹⁾		% of Balance		Balance⁽¹⁾		% of Balance		Balance⁽¹⁾		% of Balance		Balance⁽¹⁾		% of Balance

Cosigners:
With cosigner	$	12,456,310	90	%	$	9,515,136	90	%	$	14,079,677	90	%	$	12,816,512	90	%
Without cosigner	1,391,952		10		1,081,301		10		1,599,780		10		1,435,163		10
Total	$	13,848,262	100	%	$	10,596,437	100	%	$	15,679,457	100	%	$	14,251,675	100	%

FICO at Original Approval:
FICO at Original Approval⁽²⁾:
Less than 670	$	889,151	6	%	$	700,779	7	%	$	1,016,829	6	%	$	920,132	6	%
670-699	2,025,444		15		1,554,959		15		2,314,571		15		2,092,722		15
700-749	4,492,235		32		3,403,823		32		5,128,665		33		4,639,958		33
Greater than or equal to 750	6,441,432		47		4,936,876		46		7,219,392		46		6,598,863		46
Total	$	13,848,262	100	%	$	10,596,437	100	%	$	15,679,457	100	%	$	14,251,675	100	%

Seasoning⁽²⁾:
Seasoning⁽³⁾:
1-12 payments	$	4,307,106	31	%	$	3,059,901	29	%	$	4,291,633	27	%	$	3,737,110	26	%
13-24 payments	2,398,396		17		2,096,412		20		2,931,945		19		2,841,107		20
25-36 payments	1,357,242		10		1,084,818		10		1,965,406		13		1,839,764		13
37-48 payments	630,420		4		513,125		5		990,248		6		917,633		7
More than 48 payments	492,157		4		414,217		4		792,829		5		726,106		5
Not yet in repayment	4,662,941		34		3,427,964		32		4,707,396		30		4,189,955		29
Total	$	13,848,262	100	%	$	10,596,437	100	%	$	15,679,457	100	%	$	14,251,675	100	%


⁽¹⁾	Balance represents gross Private Education Loans.


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


⁽³⁾	Number of months in active repayment (whether interest only payment, fixed payment, or full principal and interest payment status) for which a scheduled payment was due.

SLM CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Dollars in thousands, unless otherwise noted)



3.	Allowance for Loan Losses (Continued)

Key Credit Quality Indicators

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



	Personal Loans
	Credit Quality Indicators
	June 30, 2017				December 31, 2016
Credit Quality Indicators:	Balance⁽¹⁾		% of Balance		Balance⁽¹⁾		% of Balance

FICO at Original Approval:
Less than 670	$	5,367	8	%	$	1,189	9	%
670-699	20,137		29		3,139		24
700-749	31,974		46		5,678		44
Greater than or equal to 750	12,030		17		2,888		23
Total	$	69,508	100	%	$	12,894	100	%

Seasoning⁽²⁾:
0-12 payments	$	69,508	100	%	$	12,894	100	%
13-24 payments	—		—		—		—
25-36 payments	—		—		—		—
37-48 payments	—		—		—		—
More than 48 payments	—		—		—		—
Total	$	69,508	100	%	$	12,894	100	%


⁽¹⁾	Balance represents gross Personal Loans.


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

SLM CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Dollars in thousands, unless otherwise noted)



3.	Allowance for Loan Losses (Continued)

The following table provides information regarding the loan status of our Private Education Loans. Loans in repayment include loans making interest only or fixed payments, as well as loans that have entered full principal and interest repayment status after any applicable grace period.


	Private Education Loans										Private Education Loans
	September 30,					December 31,					June 30,					December 31,
	2016					2015					2017					2016
	Balance			%		Balance			%		Balance			%		Balance			%
Loans in-school/grace/deferment⁽¹⁾	$	4,662,941				$	3,427,964				$	4,707,396				$	4,189,955
Loans in forbearance⁽²⁾	279,509					241,207					356,956					351,962
Loans in repayment and percentage of each status:
Loans current	8,724,365			98.0	%	6,773,095			97.8	%	10,385,289			97.8	%	9,509,394			97.9	%
Loans delinquent 31-60 days⁽³⁾	108,591			1.2		91,129			1.3		132,108			1.3		124,773			1.3
Loans delinquent 61-90 days⁽³⁾	51,029			0.6		42,048			0.6		67,371			0.6		51,423			0.5
Loans delinquent greater than 90 days⁽³⁾	21,827			0.2		20,994			0.3		30,337			0.3		24,168			0.3
Total Private Education Loans in repayment	8,905,812			100.0	%	6,927,266			100.0	%	10,615,105			100.0	%	9,709,758			100.0	%
Total Private Education loans, gross	13,848,262					10,596,437
Total Private Education Loans, gross											15,679,457					14,251,675
Private Education Loans deferred origination costs	40,327					27,884					48,905					44,206
Total Private Education Loans	13,888,589					10,624,321					15,728,362					14,295,881
Private Education Loans allowance for losses	(162,630		)			(108,816		)			(205,024		)			(182,472		)
Private Education Loans, net	$	13,725,959				$	10,515,505				$	15,523,338				$	14,113,409
Percentage of Private Education Loans in repayment				64.3	%				65.4	%				67.7	%				68.1	%
Delinquencies as a percentage of Private Education Loans in repayment				2.0	%				2.2	%				2.2	%				2.1	%
Loans in forbearance as a percentage of Private Education Loans in repayment and forbearance				3.0	%				3.4	%				3.3	%				3.5	%


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


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


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

SLM CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Dollars in thousands, unless otherwise noted)



3.	Allowance for Loan 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. 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 Loan
Accrued Interest Receivable
Total Interest Receivable Greater Than 90 Days Past Due Allowance for Uncollectible Interest

September 30, 2016 $ 773,967
$ 803
$ 3,562
December 31, 2015 $ 542,919
$ 791
$ 3,332



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

June 30, 2017	$	913,080	$	1,107	$	4,522
December 31, 2016	$	739,847	$	845	$	2,898

SLM CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Dollars in thousands, unless otherwise noted)

4. Deposits

The following table summarizes total deposits at ~~September~~June 30, ~~2016~~2017 and December 31, ~~2015.~~2016.


	September 30,		December 31,		June 30,		December 31,
	2016		2015		2017		2016
Deposits - interest bearing	$	12,941,020	$	11,487,006	$	13,793,200	$	13,434,990
Deposits - non-interest bearing	325		701		1,615		677
Total deposits	$	12,941,345	$	11,487,707	$	13,794,815	$	13,435,667

~~Interest Bearing~~

Interest bearing deposits as of ~~September~~June 30, ~~2016~~2017 and December 31, ~~2015~~2016 consisted of retail non-maturity savings deposits, retail and brokered non-maturity money market deposits (“MMDAs”) and brokered and retail certificates of deposit (“CDs”). ~~Included in these accounts are what~~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~~core. These and other large omnibus accounts, aggregating the deposits ~~from various sources. Our~~of many individual depositors, represented $5.4 billion of our deposit total as of June 30, 2017.

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 ~~$2.6~~$2.2 million and ~~$2.7~~$2.6 million in the three months ended ~~September~~June 30, ~~2016~~2017 and ~~2015,~~2016, respectively, and placement fee expense of ~~$7.8~~$4.3 million and ~~$8.0~~$5.2 million in the ~~nine~~six months ended ~~September~~June 30, ~~2016~~2017 and ~~2015,~~2016, respectively. Fees paid to third-party brokers related to brokered CDs were ~~$1.1~~$3.2 million and ~~$0.5~~$0.1 million for the three months ended ~~September~~June 30, ~~2016~~2017 and ~~2015,~~2016, respectively, and ~~$4.0~~fees paid to third-party brokers related to brokered CDs were $5.3 million and ~~$0.5~~$2.9 million for the ~~nine~~six months ended ~~September~~June 30, ~~2016~~2017 and ~~2015,~~2016, respectively.

Interest bearing deposits at ~~September~~June 30, ~~2016~~2017 and December 31, ~~2015~~2016 are summarized as follows:


	September 30, 2016				December 31, 2015				June 30, 2017				December 31, 2016
	Amount		Qtr.-End Weighted Average Stated Rate⁽¹⁾		Amount		Year-End Weighted Average Stated Rate⁽¹⁾		Amount		Qtr.-End Weighted Average Stated Rate⁽¹⁾		Amount		Year-End Weighted Average Stated Rate⁽¹⁾

Money market	$	5,859,986	1.20	%	$	4,886,299	1.19	%	$	7,167,473	1.55	%	$	7,129,404	1.22	%
Savings	660,099		0.82		669,254		0.82		847,714		0.99		834,521		0.84
Certificates of deposit	6,420,935		1.24		5,931,453		0.98		5,778,013		1.73		5,471,065		1.41
Deposits - interest bearing	$	12,941,020			$	11,487,006			$	13,793,200			$	13,434,990

____________

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

As of ~~September~~June 30, ~~2016~~2017 and December 31, ~~2015,~~2016, there were ~~$363.2~~$259.6 million and ~~$709.9~~$304.5 million, respectively, of deposits exceeding Federal Deposit Insurance Corporation (“FDIC”) insurance limits. Accrued interest on deposits was ~~$24.9~~$21.8 million and ~~$15.7~~$18.9 million at ~~September~~June 30, ~~2016~~2017 and December 31, ~~2015,~~2016, respectively.

~~Non-Interest Bearing~~

Non-interest bearing deposits were $0.3 million and $0.7 million as of September 30, 2016 and December 31, 2015, respectively. For both periods, these were comprised of money market accounts related to our Employee Stock Purchase Plan account.

SLM CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Dollars in thousands, unless otherwise noted)

5. Borrowings

Outstanding borrowings consist of unsecured debt and secured borrowings issued through our term asset-backed securitization (“ABS”) program and our asset-backed commercial paper (“ABCP”) funding facility (the “ABCP Facility”). The following table summarizes our ~~secured~~ borrowings at ~~September~~June 30, ~~2016~~2017 and December 31, ~~2015.~~2016.


	September 30, 2016						December 31, 2015						June 30, 2017						December 31, 2016
	Short-Term		Long-Term		Total		Short-Term		Long-Term		Total		Short-Term		Long-Term		Total		Short-Term		Long-Term		Total
Unsecured borrowings:
Unsecured debt													$	—	$	196,740	$	196,740	$	—	$	—	$	—
Total unsecured borrowings													—		196,740		196,740		—		—		—
Secured borrowings:
Private Education Loan term securitization	$	—	$	1,577,689	$	1,577,689	$	—	$	579,101	$	579,101
Private Education Loan term securitizations													$	—	$	2,675,491	$	2,675,491	$	—	$	2,167,979	$	2,167,979
ABCP Facility	350,000		—		350,000		500,175		—		500,175		—		—		—		—		—		—
Total secured borrowings													—		2,675,491		2,675,491		—		2,167,979		2,167,979
Total	$	350,000	$	1,577,689	$	1,927,689	$	500,175	$	579,101	$	1,079,276	$	—	$	2,872,231	$	2,872,231	$	—	$	2,167,979	$	2,167,979

Short-term Borrowings

Asset-Backed Commercial Paper Funding Facility

On December 19, 2014, we closed on a $750.0 million ABCP Facility. We retained a 5 percent or $37.5 million participation interest in the ABCP Facility, resulting in $712.5 million of funds available for us to draw under the ABCP Facility. During 2015, we incurred financing costs under the ABCP Facility of approximately 0.40 percent on average on unused borrowing capacity and approximately 3-month LIBOR plus 0.80 percent on outstandings under the ABCP Facility.

On February 25, 2016 and February 22, 2017, we amended and extended the maturity of our ABCP Facility. The amended ABCP Facility is a ~~$750.0~~$750 million ABCP Facility, in which we no longer hold a participation interest. As a result, the full ~~$750.0~~$750 million is available for us to draw. We hold 100 percent of the residual interest in the ABCP Facility trust. Under the amended ABCP Facility, we incur financing costs of between 0.35 percent and 0.45 percent on unused borrowing capacity and approximately 3‑month LIBOR plus ~~1.00~~0.90 percent on outstandings. The amended ABCP Facility extends the revolving period, during which we may borrow, repay and reborrow funds, until February ~~23, 2017.~~22, 2018. The scheduled amortization period, during which amounts outstanding under the ABCP Facility must be repaid, ends on February ~~23, 2018~~22, 2019 (or earlier, if certain material adverse events occur). At ~~September~~June 30, ~~2016, $350 million was~~2017, there were no borrowings outstanding under the ABCP Facility. ~~At September 30, 2016, $428.7 million of our Private Education Loans were encumbered~~We expect to ~~support outstandings under~~amend and extend the ABCP ~~Facility.~~

Short-term borrowings have a remaining term to maturity of one year or less. The ABCP 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 ABCP Facility ~~as short-term borrowings because it is our intention to repay those advances within one year.~~on an annual basis.

SLM CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Dollars in thousands, unless otherwise noted)



5.	Borrowings (Continued)

Long-term Borrowings

Unsecured Debt

On ~~May 26, 2016,~~April 5, 2017, we issued an unsecured debt offering of $200 million of 5.125 percent Senior Notes due April 5, 2022 at par.

Secured Financings

On February 8, 2017, we executed our ~~$551~~$772 million SMB Private Education Loan Trust ~~2016-A~~2017-A term ABS transaction, which was accounted for as ~~an on-balance sheet~~a secured financing. We sold $772 million of notes to third parties and retained a 100 percent ~~or $50 million~~ interest in ~~the Class B notes and 100 percent of~~ the residual certificates issued in the ~~securitization. $501 million of Class A notes from the~~ securitization, ~~were sold to third parties,~~ raising ~~$501~~approximately $768 million of gross proceeds. The Class A and Class B notes had a weighted average life of ~~4.01~~4.27 years and priced at a weighted average LIBOR equivalent cost of 1-month LIBOR plus ~~1.38~~0.93 percent. At ~~September~~June 30, ~~2016, $571~~2017, $772 million of our Private Education Loans were encumbered as a result of this transaction.

On July 21, 2016, we executed our $657 million SMB Private Education Loan Trust 2016-B term ABS transaction, which was accounted for as an on-balance sheet secured financing. We retained a 100 percent or $50 million interest in the Class B notes and 100 percent of the residual certificates issued in the securitization. $607 million of Class A notes from the securitization were sold to third parties, raising $607 million of gross proceeds. The Class A notes had a weighted average life of 4.01 years and priced at a weighted average LIBOR equivalent cost of 1-month LIBOR plus 1.36 percent. At September 30, 2016, $692 million of our Private Education Loans were encumbered as a result of this transaction.

Secured Financings at Issuance


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

Private Education:	Private Education:						Private Education:
2015-B		July 2015	$	630,800	1-month LIBOR plus 1.53%	4.82		July 2015	$	630,800	1-month LIBOR plus 1.53%	4.82
Total notes issued in 2015	Total notes issued in 2015		$	630,800			Total notes issued in 2015		$	630,800

Total loan and accrued interest amount securitized at inception in 2015	Total loan and accrued interest amount securitized at inception in 2015		$	745,580			Total loan and accrued interest amount securitized at inception in 2015		$	745,580

2016-A		May 2016	$	501,000	1-month LIBOR plus 1.38%	4.01		May 2016	$	501,000	1-month LIBOR plus 1.38%	4.01
2016-B		July 2016	$	607,000	1-month LIBOR plus 1.36%	4.01		July 2016	607,000		1-month LIBOR plus 1.36%	4.01
2016-C								October 2016	674,000		1-month LIBOR plus 1.15%	4.27
Total notes issued in 2016	Total notes issued in 2016		$	1,108,000			Total notes issued in 2016		$	1,782,000

Total loan and accrued interest amount securitized at inception in 2016	Total loan and accrued interest amount securitized at inception in 2016		$	1,364,481			Total loan and accrued interest amount securitized at inception in 2016		$	2,107,042

2017-A								February 2017	$	772,000	1-month LIBOR plus 0.93%	4.27
Total notes issued in 2017							Total notes issued in 2017		$	772,000

Total loan and accrued interest amount securitized at inception in 2017							Total loan and accrued interest amount securitized at inception in 2017		$	856,253

____________

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

SLM CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Dollars in thousands, unless otherwise noted)



5.	Borrowings (Continued)

Consolidated Funding Vehicles

We consolidate our financing entities that are VIEs as a result of our being the entities’ primary beneficiary. As a result, these financing VIEs are accounted for as secured borrowings. We consolidate the following financing VIEs as of ~~September~~June 30, ~~2016~~2017 and December 31, ~~2015,~~2016, respectively:


	September 30, 2016														June 30, 2017
	Debt Outstanding						Carrying Amount of Assets Securing Debt Outstanding								Debt Outstanding						Carrying Amount of Assets Securing Debt Outstanding
	Short-Term		Long-Term		Total		Loans		Restricted Cash		Other Assets⁽¹⁾		Total		Short-Term		Long-Term		Total		Loans		Restricted Cash		Other Assets⁽¹⁾		Total
Secured borrowings:
Private Education Loan term securitization	$	—	$	1,577,689	$	1,577,689	$	1,901,146	$	27,597	$	133,896	$	2,062,639
Private Education Loan term securitizations															$	—	$	2,675,491	$	2,675,491	$	3,172,113	$	57,370	$	224,768	$	3,454,251
ABCP Facility	350,000		—		350,000		428,706		6,682		29,413		464,801		—		—		—		—		—		—		—
Total	$	350,000	$	1,577,689	$	1,927,689	$	2,329,852	$	34,279	$	163,309	$	2,527,440	$	—	$	2,675,491	$	2,675,491	$	3,172,113	$	57,370	$	224,768	$	3,454,251



	December 31, 2016
	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	$	—	$	2,167,979	$	2,167,979	$	2,562,156	$	44,617	$	160,783	$	2,767,556
ABCP Facility	—		—		—		—		—		—		—
Total	$	—	$	2,167,979	$	2,167,979	$	2,562,156	$	44,617	$	160,783	$	2,767,556

____

(1) Other assets primarily represent accrued interest receivable.

December 31, 2015
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 securitization $ —
$ 579,101
$ 579,101
$ 687,298
$ 9,996
$ 45,566
$ 742,860
ABCP Facility 500,175
—
500,175
923,687
12,443
58,095
994,225
Total $ 500,175
$ 579,101
$ 1,079,276
$ 1,610,985
$ 22,439
$ 103,661
$ 1,737,085

~~____~~

~~(1) Other assets primarily represent accrued interest receivable.~~

Other Borrowing Sources

We maintain discretionary uncommitted Federal Funds lines of credit with various correspondent banks, which totaled ~~$100~~$125 million at ~~September~~June 30, ~~2016.~~2017. 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 three ~~and nine~~or six months ended ~~September~~June 30, ~~2016 and~~2017 or in the year ended December 31, ~~2015.~~2016.

We established an account at the Federal Reserve Bank (“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 to the FRB asset-backed and mortgage-backed securities, as well as FFELP Loans and Private Education Loans, as collateral for borrowings at the Window. Generally, collateral value is assigned based on the estimated fair value of the pledged assets. At ~~September~~June 30, ~~2016~~2017 and December 31, ~~2015,~~2016, the value of our pledged collateral at the FRB totaled $2.5 billion and ~~$1.7~~$2.6 billion, respectively. The interest rate charged to us is the discount rate set by the FRB. We did not utilize this facility in the three ~~and nine~~or six months ended ~~September~~June 30, ~~2016 and~~2017 or in the year ended December 31, ~~2015.~~2016.

SLM CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Dollars in thousands, unless otherwise noted)

6. ~~Private Education Loan Term Securitizations~~

We securitize Private Education Loan assets by selling these assets to securitization trusts. If a transfer of loans qualifies as a sale, we derecognize the loan and recognize a gain or loss as the difference between compensation received and the carrying basis of the loans sold and liabilities retained. We recognize the results of a transfer of loans based upon the settlement date of the transaction. If we have a variable interest in a VIE (e.g., a securitization trust) and have determined that we are the primary beneficiary, then we will consolidate the VIE and the transfer is accounted for as a financing as opposed to a sale.

On May 26, 2016, we executed a $551 million Private Education Loan Trust term ABS transaction that was accounted for as a secured financing. We retained a 100 percent or $50 million interest in the Class B notes and 100 percent of the residual certificates issued in the securitization. $501 million of Class A notes from the securitization were sold to third parties, raising $501 million of gross proceeds. At September 30, 2016, $571 million of our Private Education Loans were encumbered as a result of this transaction.

On July 21, 2016, we executed a $657 million Private Education Loan Trust term ABS transaction that was accounted for as a secured financing. We retained a 100 percent or $50 million interest in the Class B notes and 100 percent of the residual certificates issued in the securitization. $607 million of Class A notes from the securitization were sold to third parties, raising $607 million of gross proceeds. At September 30, 2016, $692 million of our Private Education Loans were encumbered as a result of this transaction.

~~SLM CORPORATION~~

~~NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)~~

~~(Dollars in thousands, unless otherwise noted)~~

7. Derivative Financial Instruments

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 ~~liabilities~~balance sheet positions will appreciate or depreciate in market value or create variability in cash flows. Income or loss on the derivative instruments linked to the hedged item will generally offset the effect of this unrealized appreciation or depreciation or volatility in cash flows for the period the item is being hedged. We view this strategy as a prudent management of interest rate risk. Please refer to Note 11, “Derivative Financial Instruments” in our ~~2015~~2016 Form 10-K for a full discussion of our risk management strategy.

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 ~~highly-rated~~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.

Title VII of the Dodd-Frank Act 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. The CME and the LCH made amendments to their respective rules that resulted in the prospective accounting treatment of certain daily variation margin payments being considered as the legal settlement of the outstanding exposure of the derivative instead of the posting of collateral. The CME rule changes, which became effective in January 2017, result in all variation margin payments on derivatives cleared through the CME being accounted for as legal settlement, while the LCH allows the clearing member institution the option to adopt the rule changes on an individual contract or portfolio basis. As of ~~September~~June 30, ~~2016, $5.6~~2017, $4.6 billion notional of our derivative contracts were cleared on the ~~Chicago Mercantile Exchange~~CME and $0.7 billion were cleared on the ~~London Clearing House. All~~LCH. The derivative contracts cleared through ~~an exchange require~~the CME and LCH represent 80.5 percent and 12.5 percent, respectively, of our total notional derivative contracts of $5.8 billion at June 30, 2017.

Our LCH clearing member institution has elected not to adopt the new rule change. Therefore, there has been no change to the accounting for the derivatives cleared through the LCH, and variation margin payments required to be exchanged based on the fair value of ~~the derivative.~~ those derivatives remain accounted for as collateral.

SLM CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Dollars in thousands, unless otherwise noted)



6.	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 collateral posted. When there is a net negative exposure, we consider our exposure to the counterparty to be zero. At ~~September~~June 30, ~~2016~~2017 and December 31, ~~2015,~~2016, 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 ~~$47.6~~$38.3 million and ~~$50.1~~$44.6 million, respectively.

~~SLM CORPORATION~~

~~NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)~~

~~(Dollars in thousands, unless otherwise noted)~~



7.	~~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 ~~September~~June 30, ~~2016~~2017 and December 31, ~~2015,~~2016, and their impact on earnings and other comprehensive income for the ~~three and nine~~six months ended ~~September~~June 30, ~~2016~~2017 and ~~2015.~~2016. Please refer to Note 11, “Derivative Financial Instruments” in our ~~2015~~2016 Form 10-K for a full discussion of cash flow hedges, fair value hedges, and trading activities. The net fair value of derivative instruments as of June 30, 2017 was a liability of $10.9 million, compared to the net fair value as of December 31, 2016 liability of $18.1 million. The change in the net fair value reflects a $5.1 million decrease in fair value offset by variation margin amounts of $12.3 million. The net position as of June 30, 2017 was $36.7 million, compared to $30.0 million as of December 31, 2016. The change in the net position reflects a $5.1 million decrease in fair value, $6.0 million decrease in collateral held and pledged (for contracts other than those cleared through the CME), offset by variation margin impacts of $17.8 million.

Impact of Derivatives on the Consolidated Balance Sheet


		Cash Flow Hedges						Fair Value Hedges						Trading						Total							Cash Flow Hedges						Fair Value Hedges						Trading						Total
		September 30,			December 31,			September 30,			December 31,			September 30,			December 31,			September 30,			December 31,				June 30,			December 31,			June 30,			December 31,			June 30,			December 31,			June 30,			December 31,
		2016			2015			2016			2015			2016			2015			2016			2015				2017			2016			2017			2016			2017			2016			2017			2016
Fair Values⁽¹⁾	Hedged Risk Exposure																									Hedged Risk Exposure

Derivative Assets:⁽²⁾
Interest rate swaps	Interest rate	$	—		$	—		$	42,996		$	15,231		$	414		$	83		$	43,410		$	15,314		Interest rate	$	326		$	—		$	—		$	7,808		$	—		$	—		$	326		$	7,808
Derivative Liabilities:⁽²⁾
Interest rate swaps	Interest rate	(52,197		)	(27,512		)	(187		)	(2,339		)	(194		)	(646		)	(52,578		)	(30,497		)	Interest rate	(8,476		)	(14,463		)	(2,648		)	(10,398		)	(128		)	(1,076		)	(11,252		)	(25,937		)
Total net derivatives		$	(52,197	)	$	(27,512	)	$	42,809		$	12,892		$	220		$	(563	)	$	(9,168	)	$	(15,183	)		$	(8,150	)	$	(14,463	)	$	(2,648	)	$	(2,590	)	$	(128	)	$	(1,076	)	$	(10,926	)	$	(18,129	)

___________

(1)

~~Fair~~Except for instruments cleared through the CME, fair values reported are exclusive of collateral held and pledged and accrued interest. 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. The net position includes the variation margin as legal settlement of the derivative contract for instruments cleared with the CME.


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

Other Assets Other Liabilities
September 30, December 31, September 30, December 31,
2016 2015 2016 2015
Gross position⁽¹⁾
$ 43,410
$ 15,314
$ (52,578 ) $ (30,497 )
Impact of master netting agreement (14,111 ) (9,278 ) 14,111
9,278
Derivative values with impact of master netting agreements (as carried on balance sheet) 29,299
6,036
(38,467 ) (21,219 )
Cash collateral (held) pledged (12,101 ) (1,070 ) 47,283
54,845
Net position $ 17,198
$ 4,966
$ 8,816
$ 33,626

~~__________~~


~~(1)~~	~~Gross position amounts are exclusive of accrued interest.~~

SLM CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Dollars in thousands, unless otherwise noted)



7.6.	Derivative Financial Instruments (Continued)

Cash Flow Fair Value Trading Total
September 30,
December
31,
September 30, December
31, September 30, December
31, September 30, December
31,
2016 2015 2016 2015 2016 2015 2016 2015
Notional Values

Interest rate swaps $ 1,078,709
$ 1,109,933
$ 3,767,045
$ 3,080,167
$ 1,267,694
$ 1,305,757
$ 6,113,448
$ 5,495,857



	Other Assets						Other Liabilities
	June 30,			December 31,			June 30,			December 31,
	2017			2016			2017			2016
Gross position⁽¹⁾	$	326		$	7,808		$	(11,252	)	$	(25,937	)
Impact of master netting agreement	(326		)	(7,808		)	326			7,808
Derivative values with impact of master netting agreements (as carried on balance sheet)	—			—			(10,926		)	(18,129		)
Cash collateral (held) pledged⁽²⁾	—			—			47,616			48,134
Net position	$	—		$	—		$	36,690		$	30,005

~~Impact of Derivatives on the Consolidated Statements of Income~~

Three Months Ended
September 30, Nine Months Ended
September 30,
2016 2015 2016 2015

Fair Value Hedges
Interest rate swaps:
Hedge ineffectiveness gains (losses) recorded in earnings⁽¹⁾
$ 3,199
$ (1,843 ) $ 2,000
$ (929 )
Realized gains recorded in interest expense 6,944
7,531
21,593
22,512
Total $ 10,143
$ 5,688
$ 23,593
$ 21,583

Cash Flow Hedges
Interest rate swaps:
Hedge ineffectiveness losses recorded in earnings⁽¹⁾
$ (843 ) $ (273 ) $ (1,524 ) $ (542 )
Realized losses recorded in interest expense (4,381 ) (5,411 ) (13,588 ) (16,157 )
Total $ (5,224 ) $ (5,684 ) $ (15,112 ) $ (16,699 )

Trading
Interest rate swaps:
Interest reclassification $ 537
$ 853
$ 1,897
$ 2,846
Change in fair value of future interest payments recorded in earnings (1,525 ) 716
783
2,972
Total⁽¹⁾
(988 ) 1,569
2,680
5,818
Total $ 3,931
$ 1,573
$ 11,161
$ 10,702

~~________~~__________


(1)	~~Amounts included in “gains on derivatives~~Except for instruments cleared with the CME, gross position amounts are exclusive of accrued interest and ~~hedging activities, net” in~~collateral held and pledged.


(2)	Cash collateral (held) pledged excludes amounts that represent legal settlement of the ~~consolidated statements of income.~~derivative contracts.



	Cash Flow				Fair Value				Trading				Total
	June 30,		December 31,		June 30,		December 31,		June 30,		December 31,		June 30,		December 31,
	2017		2016		2017		2016		2017		2016		2017		2016
Notional Values

Interest rate swaps	$	996,458	$	1,054,688	$	4,071,595	$	3,628,062	$	694,776	$	494,638	$	5,762,829	$	5,177,388

SLM CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Dollars in thousands, unless otherwise noted)



7.6.	Derivative Financial Instruments (Continued)

Impact of Derivatives on the Consolidated Statements of Income



	Three Months Ended June 30,						Six Months Ended June 30,
	2017			2016			2017			2016

Fair Value Hedges
Interest rate swaps:
Hedge ineffectiveness realized gains (losses) recorded in earnings⁽¹⁾	$	(3,711	)	$	1,218		$	(7,878	)	$	(1,199	)
Realized gains (losses) recorded in interest expense	2,881			7,391			7,428			14,650
Total	$	(830	)	$	8,609		$	(450	)	$	13,451

Cash Flow Hedges
Interest rate swaps:
Hedge ineffectiveness losses recorded in earnings⁽¹⁾	$	(75	)	$	(403	)	$	(147	)	$	(681	)
Realized losses recorded in interest expense	(2,669		)	(4,586		)	(6,008		)	(9,207		)
Total	$	(2,744	)	$	(4,989	)	$	(6,155	)	$	(9,888	)

Trading
Interest rate swaps:
Interest reclassification	$	(101	)	$	672		$	(20	)	$	1,360
Realized gains (losses) recorded in earnings	278			655			(942		)	2,308
Total⁽¹⁾	177			1,327			(962		)	3,668
Total	$	(3,397	)	$	4,947		$	(7,567	)	$	7,231

________


(1)	Amounts included in “(losses) gains on derivatives and hedging activities, net” in the consolidated statements of income.

SLM CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Dollars in thousands, unless otherwise noted)



6.	Derivative Financial Instruments (Continued)

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

Three Months Ended Nine Months Ended
September 30, September 30,
2016 2015 2016 2015
Amount of gain (loss) recognized in other comprehensive income (loss) $ 4,943
$ (27,162 ) $ (37,370 ) $ (35,441 )
Less: amount of (loss) gain reclassified in interest expense⁽¹⁾
(4,381 ) 5,411
(13,588 ) 16,157
Total change in other comprehensive income (loss) for unrealized gains (losses) on derivatives, before income tax benefit $ 9,324
$ (21,751 ) $ (23,782 ) $ (19,284 )



	Three Months Ended						Six Months Ended
	June 30,						June 30,
	2017			2016			2017			2016

Amount of gain (loss) recognized in other comprehensive income (loss)	$	(4,698	)	$	(13,318	)	$	(3,258	)	$	(42,313	)
Less: amount of gain (loss) reclassified in interest expense⁽¹⁾	(2,669		)	(4,586		)	(6,008		)	(9,207		)
Total change in other comprehensive income (loss) for unrealized gains (losses) on derivatives, before income tax benefit (expense)	$	(2,029	)	$	(8,732	)	$	2,750		$	(33,106	)

___________

⁽¹⁾Amounts included in “realized ~~losses~~gains (losses) recorded in interest expense” in the “Impact of Derivatives on the Consolidated Statements of Income” table.

Cash Collateral

As of June 30, 2017, cash collateral held and pledged excludes amounts that represent legal settlement of the derivative contracts held with CME. Cash collateral held related to derivative exposure between ~~the Company~~us and ~~its~~our derivatives counterparties was ~~$12.1~~$0.9 million and ~~$1.1~~$1.0 million at ~~September~~June 30, ~~2016~~2017 and December 31, ~~2015,~~2016, respectively. Collateral held is recorded in “Other Liabilities” on the consolidated balance sheets. Cash collateral pledged related to derivative exposure between ~~the Company~~us and ~~its~~our derivatives counterparties was ~~$47.3~~$48.5 million and ~~$54.8~~$49.1 million at ~~September~~June 30, ~~2016~~2017 and December 31, ~~2015,~~2016, respectively. Collateral pledged is recorded in “Other interest-earning assets” on the consolidated balance sheets.

SLM CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Dollars in thousands, unless otherwise noted)

8.7. Stockholders’ Equity

Preferred Stock

On May 5, 2017, we redeemed, with the proceeds of our unsecured debt offering, the outstanding 3.3 million shares of our 6.97 percent Cumulative Redeemable Preferred Stock, Series A (the “Series A Preferred Stock”). The Series A Preferred Stock was redeemed at a price of $50.00 per share, plus accrued and unpaid dividends from May 1, 2017 to, but excluding, the May 5, 2017 redemption date.

Common Stock

The following table summarizes our common share repurchases and issuances.


	Three Months Ended September 30,				Nine Months Ended September 30,				Three Months Ended June 30,				Six Months Ended June 30,
(Shares and per share amounts in actuals)	2016		2015		2016		2015		2017		2016		2017		2016
Shares repurchased related to employee stock-based compensation plans⁽¹⁾⁽²⁾	371,165		136,173		1,763,092		2,900,266		981,477		263,218		2,584,964		1,391,927
Average purchase price per share	$	7.22	$	8.88	$	6.35	$	9.76	$	12.39	$	6.68	$	12.12	$	6.12
Common shares issued⁽³⁾	561,100		361,779		3,727,574		5,569,853		1,491,057		425,495		5,229,774		3,166,474

__________________


⁽¹⁾	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.


⁽²⁾	At the present time, we do not intend to initiate a publicly announced share repurchase program.


⁽³⁾	Common shares issued under our various compensation and benefit plans.

The closing price of our common stock on ~~September~~June 30, ~~2016~~2017 was $~~7.47~~.$11.50.

SLM CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Dollars in thousands, unless otherwise noted)

9.8. 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.


	Three Months Ended				Nine Months Ended				Three Months Ended				Six Months Ended
	September 30,				September 30,				June 30,				June 30,
(In thousands, except per share data)	2016		2015		2016		2015		2017		2016		2017		2016
Numerator:
Net income	$	56,965	$	45,724	$	180,085	$	184,439	$	70,617	$	57,205	$	165,560	$	123,120
Preferred stock dividends	5,316		4,913		15,698		14,606		3,974		5,243		9,549		10,382
Net income attributable to SLM Corporation common stock	$	51,649	$	40,811	$	164,387	$	169,833	$	66,643	$	51,962	$	156,011	$	112,738
Denominator:
Weighted average shares used to compute basic EPS	428,077		426,019		427,711		425,384		431,245		427,942		430,572		427,526
Effect of dilutive securities:
Dilutive effect of stock options, restricted stock and restricted stock units and Employee Stock Purchase Plan (“ESPP”) ⁽¹⁾⁽²⁾	5,446		6,528		4,368		7,147
Dilutive effect of stock options, restricted stock, restricted stock units and Employee Stock Purchase Plan (“ESPP”) ⁽¹⁾⁽²⁾									6,870		3,854		7,852		3,823
Weighted average shares used to compute diluted EPS	433,523		432,547		432,079		432,531		438,115		431,796		438,424		431,349

Basic earnings per common share attributable to SLM Corporation	$	0.12	$	0.10	$	0.38	$	0.40	$	0.15	$	0.12	$	0.36	$	0.26

Diluted earnings per common share attributable to SLM Corporation	$	0.12	$	0.09	$	0.38	$	0.39	$	0.15	$	0.12	$	0.35	$	0.26

________________


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

⁽²⁾

For the three months ended ~~September~~June 30, ~~2016~~2017 and ~~2015,~~2016, securities covering approximately ~~1 million~~0 and 21 million shares, respectively, and for the ~~nine~~six months ended ~~September~~June 30, ~~2016~~2017 and ~~2015,~~2016, securities covering approximately ~~1 million~~0 and 24 million shares, respectively, were outstanding but not included in the computation of diluted earnings per share because they were anti-dilutive.

SLM CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Dollars in thousands, unless otherwise noted)

~~10.~~9. Fair Value Measurements

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

We categorize our fair value estimates based on a hierarchical framework associated with three levels of price transparency utilized in measuring financial instruments at fair value. For additional information regarding our policies for determining fair value and the hierarchical framework, see Note 2, “Significant Accounting Policies - Fair Value Measurement” in our ~~2015~~2016 Form 10-K.

During the three and ~~nine~~six months ended ~~September~~June 30, ~~2016,~~2017, there were no significant transfers of financial instruments between levels or changes in our methodology or assumptions used to value our financial instruments.

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


																					Fair Value Measurements on a Recurring Basis
	Fair Value Measurements on a Recurring Basis																				June 30, 2017										December 31, 2016
	September 30, 2016										December 31, 2015										Level 1		Level 2			Level 3		Total			Level 1		Level 2			Level 3		Total
	Level 1		Level 2			Level 3		Total			Level 1		Level 2			Level 3		Total
Assets

Mortgage-backed securities	$	—	$	213,176		$	—	$	213,176		$	—	$	195,391		$	—	$	195,391
Available-for-sale investments																					$	—	$	229,479		$	—	$	229,479		$	—	$	208,603		$	—	$	208,603
Derivative instruments	—		43,410			—		43,410			—		15,314			—		15,314			—		326			—		326			—		7,808			—		7,808
Total	$	—	$	256,586		$	—	$	256,586		$	—	$	210,705		$	—	$	210,705		$	—	$	229,805		$	—	$	229,805		$	—	$	216,411		$	—	$	216,411

Liabilities
Derivative instruments	$	—	$	(52,578	)	$	—	$	(52,578	)	$	—	$	(30,497	)	$	—	$	(30,497	)	$	—	$	(11,252	)	$	—	$	(11,252	)	$	—	$	(25,937	)	$	—	$	(25,937	)
Total	$	—	$	(52,578	)	$	—	$	(52,578	)	$	—	$	(30,497	)	$	—	$	(30,497	)	$	—	$	(11,252	)	$	—	$	(11,252	)	$	—	$	(25,937	)	$	—	$	(25,937	)

SLM CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Dollars in thousands, unless otherwise noted)



~~10.~~9.	Fair Value Measurements (Continued)

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


	September 30, 2016							December 31, 2015						June 30, 2017							December 31, 2016
	Fair Value		Carrying Value		Difference			Fair Value		Carrying Value		Difference		Fair Value		Carrying Value		Difference			Fair Value		Carrying Value		Difference
Earning assets
Loans held for investment, net	$	16,130,066	$	14,760,504	$	1,369,562		$	12,343,726	$	11,630,591	$	713,135	$	18,349,005	$	16,560,426	$	1,788,579		$	16,520,786	$	15,137,922	$	1,382,864
Cash and cash equivalents	1,454,938		1,454,938		—			2,416,219		2,416,219		—		1,318,168		1,318,168		—			1,918,793		1,918,793		—
Available-for-sale investments	213,176		213,176		—			195,391		195,391		—		229,479		229,479		—			208,603		208,603		—
Accrued interest receivable	805,647		805,647		—			564,496		564,496		—		926,270		926,270		—			766,106		766,106		—
Tax indemnification receivable	276,543		276,543		—			186,076		186,076		—		233,142		233,142		—			259,532		259,532		—
Derivative instruments	43,410		43,410		—			15,314		15,314		—		326		326		—			7,808		7,808		—
Total earning assets	$	18,923,780	$	17,554,218	$	1,369,562		$	15,721,222	$	15,008,087	$	713,135	$	21,056,390	$	19,267,811	$	1,788,579		$	19,681,628	$	18,298,764	$	1,382,864
Interest-bearing liabilities
Money-market and savings accounts	$	6,520,085	$	6,520,085	$	—		$	5,556,254	$	5,556,254	$	—	$	8,015,192	$	8,015,192	$	—		$	7,963,925	$	7,963,925	$	—
Certificates of deposit	6,445,848		6,420,935		(24,913		)	5,928,450		5,931,453		3,003		5,788,342		5,778,013		(10,329		)	5,510,504		5,471,065		(39,439		)
Short-term borrowings	350,000		350,000		—			500,175		500,175		—		—		—		—			—		—		—
Long-term borrowings	1,608,985		1,577,689		(31,296		)	567,468		579,101		11,633		2,899,491		2,872,231		(27,260		)	2,160,105		2,167,979		7,874
Accrued interest payable	26,587		26,587		—			16,385		16,385		—		27,114		27,114		—			21,058		21,058		—
Derivative instruments	52,578		52,578		—			30,497		30,497		—		11,252		11,252		—			25,937		25,937		—
Total interest-bearing liabilities	$	15,004,083	$	14,947,874	$	(56,209	)	$	12,599,229	$	12,613,865	$	14,636	$	16,741,391	$	16,703,802	$	(37,589	)	$	15,681,529	$	15,649,964	$	(31,565	)

Excess of net asset fair value over carrying value					$	1,313,353						$	727,771					$	1,750,990						$	1,351,299

Please refer to Note 15, “Fair Value Measurements” in our ~~2015~~2016 Form 10-K for a full discussion of the methods and assumptions used to estimate the fair value of each class of financial instruments.

SLM CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Dollars in thousands, unless otherwise noted)

~~11.~~10. Arrangements with Navient Corporation

In connection with the separation of Navient Corporation (“Navient”) from SLM in (“the ~~Spin-Off,~~Spin-Off”), we entered into a separation and distribution agreement (the “Separation and Distribution Agreement”) and other ancillary agreements with Navient. Please refer to Note 16, “Arrangements with Navient Corporation” in our ~~2015~~2016 Form 10-K for a full discussion of these agreements.

~~Amended Loan Participation~~Indemnification Obligations

Navient is responsible for, and ~~Purchase Agreement~~

~~Prior~~has agreed to indemnify us against, all claims, actions, damages, losses or expenses that may arise from the conduct of all activities of pre-Spin-Off SLM Corporation (“pre-Spin-Off SLM”) occurring prior to the Spin-Off other than those specifically excluded in the Separation and Distribution Agreement. Some significant examples of the types of indemnification obligations Navient has under the Separation and Distribution Agreement and related ancillary agreements include:

Navient will indemnify the Company and the Sallie Mae Bank, a Utah industrial bank subsidiary of the Company (the “Bank”), ~~sold substantially all~~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 is provided to ~~several former affiliates,~~Navient on or prior to April 30, 2017, the third anniversary date of the Spin-Off. Navient will not indemnify for changes in law or changes in prior existing interpretations of law that occur on or after April 30, 2014.

Pursuant to a tax sharing agreement, Navient has agreed to indemnify us for $283 million in deferred taxes that the Company will be legally responsible for but that relate to gains recognized by the Company’s predecessor on debt repurchases made prior to the Spin-Off. The remaining amount of this indemnification at June 30, 2017 was $87 million. In connection with the Spin-Off, we also recorded a liability related to uncertain tax positions of $27 million for which we are indemnified by Navient. As of June 30, 2017, the remaining balance of the indemnification receivable related to those uncertain tax positions was $28 million. In addition, we believe we are indemnified by Navient for uncertain tax positions relating to historical transactions among entities that are now subsidiaries of Navient ~~(collectively,~~that should have been recorded at the ~~“Purchasers”), pursuant to a Loan Participation and Purchase Agreement. This agreement predated the Spin-Off, but was significantly amended and reduced in scope in connection with~~time of the Spin-Off. ~~Post-Spin-Off,~~The remaining balance of the ~~Bank retains only the right~~indemnification receivable related to require the Purchasers to purchase loans (at fair value) for which the borrower also has a separate lending relationship with Navient (“Split Loans”) 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. At Septemberthese uncertain tax positions was $118 million at June 30, ~~2016, we held approximately $71 million of Split Loans.~~2017.

During the three months ended September 30, 2016, the Bank sold loans to the Purchasers in the amount of $3.6 million in principal and $0.1 million in accrued interest income. During the three months ended September 30, 2015, the Bank sold loans to the Purchasers in the amount of $6.6 million in principal and $0.2 million in accrued interest income.

During the nine months ended September 30, 2016, the Bank sold loans to the Purchasers in the amount of $13.1 million in principal and $0.3 million in accrued interest income. During the nine months ended September 30, 2015, the Bank sold loans to the Purchasers in the amount of $21.1 million in principal and $0.4 million in accrued interest income.

There was no gain as a result of the loans sold to the Purchasers in the three and nine months ended September 30, 2016 and September 30, 2015. Total write-downs to fair value for loans sold with a fair value lower than par totaled $1.4 million and $1.9 million in the three months ended September 30, 2016 and September 30, 2015, respectively. Total write-downs to fair value for loans sold with a fair value lower than par totaled $5.0 million and $5.6 million in the nine months ended September 30, 2016 and September 30, 2015, respectively. Navient is the servicer for all of these loans.

SLM CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Dollars in thousands, unless otherwise noted)

~~12.~~11. Regulatory Capital

The Bank is subject to various regulatory capital requirements administered by ~~federal~~the FDIC and ~~state banking authorities.~~the Utah Department of Financial Institutions. 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 operation and financial condition. Under the FDIC’s regulations implementing the Basel III capital framework (“U.S. Basel III”) and the regulatory framework for prompt corrective action, the Bank must meet specific capital standards that involve quantitative measures of its assets, liabilities and certain off-balance sheet items as calculated under regulatory accounting practices. The Bank’s capital amounts and its classification under the prompt corrective action framework are also subject to qualitative judgments by the regulators about components of capital, risk weightings and other factors.

~~As of January 1, 2015, the~~The Bank ~~was~~is required to report regulatory capital and ratios in accordance with U.S. Basel III. Among other things, U.S. Basel III establishes Common Equity Tier 1 as a new tier of capital, modifies methods for calculating risk-weighted assets, introduces a new capital conservation buffer (which is being phased in over several years), and revises the capital thresholds of the prompt corrective action framework, including the “well capitalized” standard.

“Well capitalized” regulatory requirements are the quantitative measures established by regulation to ensure capital adequacy. To qualify as “well capitalized,” the Bank must maintain minimum amounts and ratios (set forth in the table below) of Common Equity Tier 1, Tier 1 and Total capital to risk-weighted assets and of Tier 1 capital to average assets. The following capital amounts and ratios are based upon the Bank’s assets.


	Actual				“Well Capitalized” Regulatory Requirements					Actual				“Well Capitalized” Regulatory Requirements
	Amount		Ratio		Amount			Ratio		Amount		Ratio		Amount			Ratio
As of September 30, 2016:
As of June 30, 2017:
Common Equity Tier 1 Capital (to Risk-Weighted Assets)	$	1,928,979	12.4	%	$	1,012,748	>	6.5	%	$	2,199,979	12.5	%	$	1,139,897	>	6.5	%
Tier 1 Capital (to Risk-Weighted Assets)	$	1,928,979	12.4	%	$	1,246,459	>	8.0	%	$	2,199,979	12.5	%	$	1,402,950	>	8.0	%
Total Capital (to Risk-Weighted Assets)	$	2,095,397	13.4	%	$	1,558,074	>	10.0	%	$	2,407,976	13.7	%	$	1,753,687	>	10.0	%
Tier 1 Capital (to Average Assets)	$	1,928,979	11.6	%	$	828,962	>	5.0	%	$	2,199,979	11.5	%	$	955,156	>	5.0	%

As of December 31, 2015:
As of December 31, 2016:
Common Equity Tier 1 Capital (to Risk-Weighted Assets)	$	1,734,315	14.4	%	$	781,638	>	6.5	%	$	2,011,583	12.6	%	$	1,038,638	>	6.5	%
Tier 1 Capital (to Risk-Weighted Assets)	$	1,734,315	14.4	%	$	962,017	>	8.0	%	$	2,011,583	12.6	%	$	1,278,323	>	8.0	%
Total Capital (to Risk-Weighted Assets)	$	1,848,528	15.4	%	$	1,202,521	>	10.0	%	$	2,197,997	13.8	%	$	1,597,904	>	10.0	%
Tier 1 Capital (to Average Assets)	$	1,734,315	12.3	%	$	704,979	>	5.0	%	$	2,011,583	11.1	%	$	907,565	>	5.0	%

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 paid no dividends for the three and ~~nine~~six months ended ~~September~~June 30, ~~2016~~2017 and ~~September~~June 30, ~~2015.~~2016.

SLM CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Dollars in thousands, unless otherwise noted)

~~13.~~12. Commitments, Contingencies and Guarantees

Commitments

When we approve a Private Education Loan at the beginning of an academic year, that approval may cover the borrowing for the entire academic year. As such, we do not always disburse the full amount of the loan at the time of such approval, but instead have a commitment to fund a portion of the loan at a later date (usually at the start of the second semester or subsequent trimesters). At ~~September~~June 30, ~~2016,~~2017, we had ~~$1.8~~$1.2 billion of outstanding contractual loan commitments which we expect to fund during the remainder of the ~~2016/2017~~2017/2018 academic year. At ~~September~~June 30, ~~2016,~~2017, we had a ~~$1.6~~$0.5 million reserve recorded in “Other Liabilities” to cover expected losses that we conclude are probable to occur during the one year loss emergence period on these unfunded commitments.

Regulatory Matters

~~At the time of this filing,~~On May 13, 2014, the Bank ~~remains~~reached settlements with (a) the FDIC regarding disclosures and assessments of certain late fees, as well as compliance with the Servicemembers’ Civil Relief Act (“SCRA”) and (b) the Department of Justice (the “DOJ”) regarding compliance with the SCRA. In connection with the settlements, the Bank became subject to a Consent Order, Order to Pay Restitution, and Order to Pay Civil Money Penalty dated May 13, 2014 issued by the FDIC ~~(the “FDIC~~(“the FDIC Consent Order”) and a Consent Order (the “DOJ Consent Order”) issued by the Department of Justice (the “DOJ”). On May 13, 2014, the Bank reached a settlement with the DOJ regarding compliance issues with the Servicemembers’ Civil Relief Act (“SCRA”). At the same time, the Bank reached a settlement with the FDIC regarding disclosures and assessments of certain late fees, as well as compliance with the SCRA. Under the FDIC Consent Order, the Bank paid ~~$3.3 million~~ ~~in fines and oversaw the refund of up to~~ ~~$30 million~~ ~~in late fees, funded by Navient as required by the terms of the Separation and Distribution Agreement, assessed on loans owned or originated by the Bank since its inception in November 2005. The~~ DOJ Consent Order (“the DOJ Consent Order”), which was approved by the U.S. District Court for the District of Delaware on September 29, 2014. Under the terms of the Separation and Distribution Agreement, Navient is responsible for funding all liabilities under the regulatory orders and, as of the date hereof, has funded all liabilities other than fines directly levied against the Bank in connection with these matters which the Bank is required to pay.

~~Under~~On March 27, 2017, the Bank received confirmation from the FDIC that effective March 23, 2017, the FDIC terminated the FDIC Consent Order. The termination was issued with no conditions.

The Bank continues to be in full compliance with the DOJ Consent Order, ~~Navient is solely responsible for reimbursing SCRA benefits~~including policy and ~~related compensation on behalf of both its subsidiary, Navient Solutions, Inc., and the Bank.~~

We believe the Bank has complied with all the requirements of the FDIC Consent Order and the DOJ Consent Order. This includes implementing new SCRA policies, procedures and training, updated billing statement disclosures, steps to ensure its third-party service providers are also fully compliant in these regards, and overseeing Navient’s restitution responsibilities. Notwithstanding the assumption by the Consumer Financial Protection Bureau (the “CFPB”) of the role of the Bank’s primary consumer compliance regulator in January 2015, the FDIC will continue to monitor the Bank’s improved compliance management system, policies and procedures until it is satisfied the Bank has demonstrated its ability to sustain the enhancements and additions implemented in response to the FDIC Consent Order.procedure updates. Pursuant to the terms of the DOJ Consent Order, the Bank will remain subject to certain DOJ reporting and record-keeping requirements until September 29, 2018.

In May 2014, the Bank received a Civil Investigative Demand (“CID”) from the ~~CFPB~~Consumer Financial Protection Bureau (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 ~~Corporation (“pre-Spin-Off SLM”)~~ by entities now subsidiaries of Navient during a time period prior to the Spin-Off. Two state attorneys general ~~have~~ provided the Bank identical CIDs and ~~others~~other state attorneys general have become involved in the inquiry over time. To the extent requested, ~~we have~~the Bank has been cooperating fully with the CFPB and the attorneys general but ~~are~~is not in a position at this time to predict the duration or outcome of ~~the investigation.~~these matters. Given the timeframe covered by ~~this demand~~the CIDs and the focus on practices and procedures previously conducted by Navient and its servicing subsidiaries prior to the Spin-Off, as contemplated by the Separation and Distribution Agreement relating to, and the structure of, the Spin-Off, Navient is leading the response to ~~this investigation~~these investigations, is legally responsible for, and has accepted responsibility ~~for~~to indemnify the Company against, all costs, expenses, losses orand remediation that may arise from ~~this investigation.~~these matters. Additionally, on January 18, 2017, the Illinois Attorney General filed a separate lawsuit against Navient - its subsidiaries Navient Solutions, Inc., Pioneer Credit Recovery, Inc., and General Revenue Corporation - and the Bank arising out of the aforementioned multi-state investigation of various lending, servicing, and collection practices. As contemplated by the Separation and Distribution Agreement relating to, and the structure of, the Spin-Off, Navient is legally responsible for, and has accepted responsibility to indemnify the Company against, all costs, expenses, losses and remediation that may arise from these matters.

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,

SLM CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Dollars in thousands, unless otherwise noted)



~~13.~~12.	Commitments, Contingencies and Guarantees (Continued)

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.

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.

~~14. Subsequent Event~~

On October 12, 2016, we executed our $674 million SMB Private Education Loan Trust 2016-C term ABS transaction, which will be accounted for as an on-balance sheet secured financing. We sold $674 million of notes to third parties and retained a 100 percent interest in the residual certificates issued in the securitization, raising approximately $673 million of gross proceeds. This transaction will be reflected in our fourth quarter 2016 results.


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

The following information is current as of ~~October~~July 19, ~~2016~~2017 (unless otherwise noted) and should be read in connection with SLM Corporation’s Annual Report on Form 10-K for the year ended December 31, ~~2015~~2016 (filed with the Securities and Exchange Commission (the “SEC”) on February ~~26, 2016)~~24, 2017) (the ~~“2015~~“2016 Form 10-K”), and subsequent reports filed with the SEC. Definitions for capitalized terms used in this report not defined herein can be found in the ~~2015~~2016 Form 10-K.

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

This report contains “forward-looking” statements and information based on management’s current expectations as of the date of this report. Statements that are not historical facts, including statements about the Company’s beliefs, opinions or expectations and statements that assume or are dependent upon future events, are forward-looking statements. Forward-looking statements are subject to risks, uncertainties, assumptions and other factors that may cause actual results to be materially different from those reflected in such forward-looking statements. These factors include, among others, the risks and uncertainties set forth in Item 1A “Risk Factors” and elsewhere in the Company’s ~~2015~~2016 Form 10-K and subsequent filings with the SEC; 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; any adverse outcomes in any significant litigation to which the Company is a party; credit risk associated with the Company’s exposure to third-parties, including counterparties to the Company’s 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). The Company could also be affected by, among other things: changes in its funding costs and availability; reductions to its credit ratings; failures or breaches of its operating systems or infrastructure, including those of third-party vendors; damage to its reputation; risks associated with restructuring initiatives, including failures to successfully implement cost-cutting programs and ~~restructuring initiatives and~~the adverse effects of such initiatives on the Company’s business; ~~risks associated with restructuring initiatives;~~ 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 the Company’s customers; changes in the general interest rate environment, including the rate relationships among relevant money-market instruments and those of the Company’s earning assets versus the Company’s funding arrangements; rates of prepayment on the loans that the Company makes; changes in general economic conditions and the Company’s ability to successfully effectuate any acquisitions; and other strategic initiatives. The preparation of the Company’s consolidated financial statements also requires management to make certain estimates and assumptions, including estimates and assumptions about future events. These estimates or assumptions may prove to be incorrect. All forward-looking statements contained in this quarterly report on Form 10-Q are qualified by these cautionary statements and are made only as of the date of this report. The Company does not undertake any obligation to update or revise these forward-looking statements to conform such statements to actual results or changes in its expectations.

The Company reports financial results on a GAAP basis and also provides certain core earnings performance measures. The difference between the Company’s “Core Earnings” and GAAP results for the periods presented were the unrealized, mark-to-market gains/losses on derivative contracts (excluding current period accruals on the derivative instruments), net of tax. These are recognized in GAAP, but not in “Core Earnings” results. The Company provides “Core Earnings” measures because this is what management uses when making management decisions regarding the Company’s performance and the allocation of corporate resources. The Company’s “Core Earnings” are not defined terms within GAAP and may not be comparable to similarly titled measures reported by other companies. For additional information, see “Key Financial Measures” and “GAAP Consolidated Earnings Summary - ‘Core Earnings’ ” in this Form 10-Q for the quarter ended ~~September~~June 30, ~~2016~~2017 for a further discussion and a complete reconciliation between GAAP net income and “Core Earnings.”

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

Selected Financial Information and Ratios


	Three Months Ended September 30,						Nine Months Ended September 30,							Three Months Ended June 30,						Six Months Ended June 30,
(In thousands, except per share data and percentages)	2016			2015			2016			2015				2017			2016			2017			2016

Net income attributable to SLM Corporation common stock	$	51,649		$	40,811		$	164,387		$	169,833			$	66,643		$	51,962		$	156,011		$	112,738
Diluted earnings per common share attributable to SLM Corporation	$	0.12		$	0.09		$	0.38		$	0.39			$	0.15		$	0.12		$	0.35		$	0.26
Weighted average shares used to compute diluted earnings per share	433,523			432,547			432,079			432,531				438,115			431,796			438,424			431,349
Return on assets	1.4		%	1.3		%	1.5		%	1.9		%		1.5		%	1.5		%	1.7		%	1.6		%
Non-GAAP operating efficiency ratio⁽¹⁾	40.6		%	50.3		%	40.8		%	48.3		%
Non-GAAP operating efficiency ratio - old method⁽¹⁾														40.2		%	41.6		%	38.9		%	41.0		%
Non-GAAP operating efficiency ratio - new method⁽¹⁾														39.7		%	41.8		%	38.2		%	41.0		%

Other Operating Statistics
Ending Private Education Loans, net	$	13,725,959		$	10,766,511		$	13,725,959		$	10,766,511			$	15,523,338		$	12,183,293		$	15,523,338		$	12,183,293
Ending FFELP Loans, net	1,034,545			1,142,637			1,034,545			1,142,637				968,398			1,062,133			968,398			1,062,133
Ending total education loans, net	$	14,760,504		$	11,909,148		$	14,760,504		$	11,909,148			$	16,491,736		$	13,245,426		$	16,491,736		$	13,245,426

Average education loans	$	13,931,693		$	11,030,313		$	13,384,326		$	10,759,781			$	16,668,281		$	13,294,309		$	16,561,077		$	13,107,635

(1) A GAAP-based operating efficiency ratio would compare total non-interest expenses to net revenue (which consists of net interest income, before provisions for credit losses, plus non-interest income). Our operating efficiency ratio is a non-GAAP measure because we adjust (a) the non-interest expense numerator by deducting restructuring and other reorganization expenses, and (b) the net revenue denominator by deducting gains on sales of loans, net. We believe doing so provides useful information to investors because it is a measure used by our management team to monitor our effectiveness in managing operating expenses. Other companies may use similarly titled non-GAAP financial measures that are calculated differently from the way we calculate our ratio. Accordingly, our non-GAAP operating efficiency ratio may not be comparable to similar measures used by other companies.
(1) In the first-quarter 2017, we changed the way we calculate and report our non-GAAP operating efficiency ratio. Please refer to “- Overview - Key Financial Measures - Operating Expenses” in this Form 10-Q for further details.													(1) In the first-quarter 2017, we changed the way we calculate and report our non-GAAP operating efficiency ratio. Please refer to “- Overview - Key Financial Measures - Operating Expenses” in this Form 10-Q for further details.

~~Recent Development~~

Overview

The following discussion and analysis presents a review of our business and operations as of and for the three and ~~nine~~six months ended ~~September~~June 30, ~~2016.~~2017.

Key Financial Measures

Our operating results are primarily driven by net interest income from our Private Education Loan portfolio, provision expense for credit losses, and operating expenses. The growth of our business and the strength of our financial condition are primarily driven by our ability to achieve our annual Private Education Loan origination goals while sustaining credit quality and maintaining cost-efficient funding sources to support our originations. A brief summary of our key financial measures (net interest income; loan sales and secured financings, net; allowance for loan losses; charge-offs and delinquencies; operating expenses; “Core Earnings;” Private Education Loan originations; and funding sources) can be found in Item 7 “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in our ~~2015~~2016 Form 10-K. As described below, we have recently updated the method of computing of our non-GAAP operating efficiency ratio.

Operating Expenses

The cost of operating our business directly affects our profitability. Our operating expenses include those that are directly attributable to running our business, as well as the costs of building out our servicing and origination platforms and establishing the Company as a stand-alone entity. We will continue to measure our effectiveness in managing operating expenses by monitoring our non-GAAP operating efficiency ratio.

In 2016, our non-GAAP operating efficiency ratio was calculated for the periods presented as the ratio of (a) the total non-interest expense numerator to (b) the net revenue denominator (which consisted of net interest income, before provision for credit losses, plus non-interest income).

In the first-quarter 2017, we began calculating and reporting our non-GAAP operating efficiency ratio as the ratio of (a) the total non-interest expense numerator to (b) the net revenue denominator (which consists of the sum of net interest income, before provision for credit losses, and non-interest income, less the net impact of derivative accounting as defined in our “Core Earnings” adjustments to GAAP table in “— GAAP Consolidated Earnings Summary — ‘Core Earnings’’’ in this Form 10-Q). We believe this change will improve visibility into our management of operating expenses over time and eliminate the variability in this ratio that may be related to the changes in fair value of our derivative contracts that we consider economic hedges and which do not affect how we manage operating expenses. This change conforms the treatment of our hedging activities in our non-GAAP operating efficiency ratio to our non-GAAP “Core Earnings” measure. The impact of this change on the non-GAAP operating efficiency ratio reported in each of our prior quarterly and annual periods is immaterial. This ratio provides useful information to investors because it is a measure used by our management team to monitor our effectiveness in managing operating expenses. Other companies may use similarly titled non-GAAP financial measures that are calculated differently from our ratio. Accordingly, our non-GAAP operating efficiency ratio may not be comparable to similar measures used by other companies.

2017 Management Objectives

For ~~2016,~~2017, we have set out the following major goals for ourselves: (1) prudently grow our Private Education Loan assets and ~~revenues;~~revenues while continuing to diversify the mix of our funding sources; (2) maintain our strong capital position; (3) enhance our customers’ experience by further improving the delivery of our products and services; (4) sustain the consumer protection improvements we have made ~~to our policies, procedures and compliance management system~~ since the Spin-Off and ~~further enhance~~maintain our strong governance, risk oversight and compliance infrastructure; (5) ~~successfully launch one or more complementary~~continue our disciplined expansion of new products to increase the level of engagement we have with our existing customers and attract new customers; ~~and~~ (6) manage operating expenses while improving ~~efficiency.~~efficiency; and (7) continue to promote a culture centered on our core values (collaboration, mutual respect, honesty, integrity, performance, and accountability), sustained through ongoing employee engagement, recognition, and development and aligned with our mission and business plan for growth. Here is how we plan to achieve these objectives:

Prudently Grow Private Education Loan Assets and Revenues

We ~~will~~ continue to pursue managed growth in our Private Education Loan portfolio in ~~2016~~2017 by leveraging our Sallie Mae ~~and Upromise brands and~~brand, our relationship with more than two thousand colleges and ~~universities. We recently expanded~~universities, and our ~~campus-focused sales force to provide deeper support for universities~~direct consumer marketing efforts. To help facilitate the expected increase in ~~all regions~~our Private Education Loan originations, we are diversifying the mix of ~~the United States and, as a result, we expect to be able to continue to increase originations through this effort.~~our funding sources in 2017. We are determined to maintain overall credit quality and cosigner rates in our Smart Option Student Loan originations. On April 26, 2016, we introduced a Private Education Loan product permitting parents to borrow and fund their children’s education without a student co-borrower (“Parent Loans”). As our business, capital and balance sheet continue to grow, we also expect to be able to achieve our annual Private Education Loan origination targets for the year without having to sell loans to third-parties. Originations were 82 percent higher in the first ~~nine~~six months of ~~2016~~2017 compared with the year-ago period. The average FICO scores at approval and the cosigner rates for originations in the ~~nine~~six months ended ~~September~~June 30, ~~2016~~2017 were ~~748~~747 and ~~89.4~~87.6 percent, compared with ~~749~~747 and ~~89.8~~88.8 percent in the ~~nine~~six months ended ~~September~~June 30, ~~2015,~~2016, respectively. Although the growth rate in originations in the first half of 2017 was lower than in the year-ago period, we continue to expect total originations of our Smart Option Student Loans to be approximately $4.9 billion in 2017.

Maintain Our Strong Capital Position

We intend to maintain levels of capital at the Bank that significantly exceed those necessary to be considered “well capitalized” by the FDIC. The Company is a source of strength for the Bank and will obtain or provide additional capital as,

and if, necessary to the Bank. We regularly evaluate the quality of assets, stability of earnings, and adequacy of our allowance for loan losses, and we continue to believe our existing capital levels are sufficient to support the Bank’s plan for significant growth over the next several years while remaining “well capitalized.” As our balance sheet grows in ~~2016,~~2017, these ratios will decline but will remain significantly in excess of the capital levels required to be considered “well capitalized” by our regulators. As of ~~September~~June 30, ~~2016,~~2017, the Bank had a Common Equity Tier 1 risk-based capital ratio of ~~12.4~~12.5 percent, a Tier 1 risk-based capital ratio of ~~12.4~~12.5 percent, a Total risk-based capital ratio of ~~13.4~~13.7 percent and a Tier 1 leverage ratio of ~~11.6~~11.5 percent, all exceeding the current regulatory guidelines for “well capitalized” institutions by a significant amount. We do not plan to pay a common stock dividend or repurchase shares in ~~2016~~2017 (except 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).

On April 5, 2017, we issued our unsecured debt offering of $200 million of 5.125 percent Senior Notes due April 5, 2022 at par. We used the net proceeds from this debt offering to redeem all of our 6.97 percent Series A preferred stock and for general corporate purposes.

Enhance Customers’ Experience By Further Improving Delivery of Products and Services

~~The Spin-Off provided us~~We have made significant improvements in our customers’ experience over the ~~opportunity~~last two years, and we will continue to ~~redesign~~implement strategies and tactics to fulfill our ~~processes, procedures~~brand and customer ~~experiences exclusively around~~experience visions. In 2017, we will focus on initiatives that will further simplify the application, fulfillment and servicing experience for our customers, including:

Creating an integrated online origination and servicing experience with a single point of entry and improved customer messaging;

Providing enhanced functionality to our customers that will give them more flexibility to service their accounts online, via chat and mobile, and over the phone; and

Continuing to support customers throughout the Private Education Loan ~~products, rather than accommodating the servicing of those products as well as FFELP~~experience with enhanced communication and Direct Student Loans serviced under direction of the Department of Education (“DOE”). In 2016, we continue to focus on our new servicing platform and processes to specifically target further simplifications in our customers’ Private Education Loan experience. Recent enhancements include:

~~All servicing is now conducted by in-house Sallie Mae associates;~~

~~Additional customer service sites have opened to provide redundancy during key processing periods;~~

~~We continue to provide agents with new procedures and technology;~~

~~We increased our efforts to further clarify and simplify customer communications on important topics, such as payment options, by seeking to standardize information across platforms; and~~

~~We continue to expand functionality and information available to our customers online.~~

~~We continue to implement customer feedback processes and gain insights from key points in our customers’ experience.~~

tools.

Sustain Consumer Protection Improvements Made Since the Spin-Off and ~~Further Enhance Our~~Maintain our Strong Governance, Risk Oversight and Compliance Infrastructure

~~Since the Spin-Off, we~~We have continued to undertake significant work to establish that all customer protection policies, procedures and compliance management systems are sufficient to meet or exceed currently applicable regulatory standards. ~~Our redesigned SCRA processes and procedures have~~On March 27, 2017, the ~~approval of~~Bank received confirmation from the ~~DOJ and all required restitution activities under~~FDIC that effective March 23, 2017, the FDIC terminated the FDIC Consent ~~Order and DOJ Consent Order have been completed.~~ Order. The termination was issued with no conditions.

In ~~2014,~~the first quarter of 2017, we ~~engaged a third-party firm to conduct independent~~also began conducting our own audits of consumer protection processes and procedures, including our ~~own~~ compliance management ~~system. At this time,~~system, using internal audit staff supplemented with staff from the same third-party firm that ~~engagement is ongoing and we are nearing~~had conducted the ~~end of our second full cycle of those audits. To date, these~~compliance audits ~~have produced no high risk findings.~~since 2014. Our goal is to sustain the improvements implemented to date and consistently comply with or exceed regulatory standards while continuing to improve our customers’ experience and satisfaction levels.

~~During 2016, we~~We have continued ~~the development~~to advance our overall governance processes, including robust oversight, education, policies and procedures, all supported by strong enterprise risk management, compliance and internal audit functions.

Continue Disciplined Expansion of our Enterprise Risk Management capability, including significant advances in the Model Risk Management area and enhancements to our Governance, Risk and Compliance platform. These programs contributed to our successful DFAST submission during the third quarter. Additionally, the Manager’s Assessment of Risk and Controls has entered its second year of use and is proving effective in assisting the first lines of defense in the management of their internal controls.

~~Successfully Launch One or More Complementary~~ New Products to Increase Level of Engagement With Our Existing Customers and Attract New Customers

In ~~2015, our management team~~2016, we began to ~~consider expanding~~expand the suite of products we provide to customers. ~~Given our limited time and experience with our new originations platform and servicing capabilities, we prioritized opportunities to focus first on those that can leverage~~We did so by leveraging our core competencies and capabilities, rather than ~~require~~requiring the development or acquisition of new or alternative ones. For example, ~~in the first quarter of 2016,~~ we leveraged our experience with our Smart Option Student Loan products ~~by launching~~to launch a Parent Loan program designed for parents who wish to separately finance their children’s education, rather than cosign loans with their children.

In March 2017, through an affiliation with another lender, we launched a credit card program for young professionals. We ~~believe there is a market for~~do not expect this product that is separate from the Smart Option Student Loan market, and we believe our product will be a competitive alternative to PLUS loans being offered by the DOE. This product complements our portfolio of Private Education Loan offerings, but is not expected to have a material impact on ~~2016~~2017 earnings.

We are also continuing to develop our infrastructure in 2017 so that in early 2018 we have the capability to originate and service unsecured personal loans to be used for non-educational purposes. We will also ~~be exploring~~continue to explore other product opportunities in ~~2016.~~2017. In this process, we ~~also~~will place a high premium on designing and launching products that ~~will be easily understood~~meet the needs of our existing customers, attract new customers, and ~~attractive to our customers.~~assist

both populations in achieving their financial goals. Any 2017 activity ~~in 2016~~ will focus on ~~success of~~ implementation ~~and we~~success. We are not forecasting significant contributions to our originations, revenues or net income from any potential new products in ~~2016.~~2017.

Manage Operating Expenses While Improving Efficiency

We will continue to measure our effectiveness in managing operating expenses by monitoring our non-GAAP operating efficiency ratio. ~~A GAAP-based operating efficiency~~See “- Key Financial Measures - Operating Expenses” in this Form 10-Q for a discussion of the method for calculating this ratio. This ratio would compare total non-interest expenses to net revenue (which consists of net interest income, before provisions for credit losses, plus non-interest income). Our operating efficiency ratio is a non-GAAP measure because we adjust (a) the non-interest expense numerator by deducting restructuring and other reorganization expenses, and (b) the net revenue denominator by deducting gains on sales of loans, net. We believe doing so provides useful information to investors because it is a measure used by our management team to monitor our effectiveness in managing operating expenses. Other companies may use similarly titled non-GAAP financial measures that are calculated differently from ~~the way we calculate~~ our ratio. Accordingly, our non-GAAP operating efficiency ratio may not be comparable to similar measures used by other companies.

~~This~~ The operating efficiency ratio was ~~40.6~~39.7 percent for the three months ended ~~September~~June 30, ~~2016,~~2017, compared with ~~50.3~~41.8 percent for the three months ended ~~September~~June 30, ~~2015. This~~2016. The operating efficiency ratio was ~~40.8~~38.2 percent for the ~~first nine~~six months ~~of 2016,~~ended June 30, 2017, compared with ~~48.3~~41.0 percent for the ~~first nine~~six months ~~of 2015.~~ended June 30, 2016. The ~~large~~ improvement in the non-GAAP operating efficiency ratio in the three ~~months~~and six month periods ended ~~September~~June 30, ~~2016~~2017 compared with the ~~year-ago quarter~~three and six month periods ended June 30, 2016 was ~~partially~~primarily due to ~~a $9 million increase~~the growth rate in ~~other~~net interest income ~~as a result of an increase~~exceeding the growth rate in ~~the tax indemnification receivable related to uncertain tax positions. The large improvement in the non-GAAP~~our operating efficiency ratio in the nine months ended September 30, 2016 compared with the year-ago period was partially due to a $9 million increase in other income as a result of an increase in the tax indemnification receivable related to uncertain tax positions and the one-time $10 million change in reserve estimates related to our Upromise rewards business recorded in the first quarter of 2016. expense base for each period.

We expect this ratio to decline steadily ~~from the full-year 2015 operating efficiency ratio of 46.8 perc~~

~~ent~~ over the next several years as the number of loans on which we earn either net interest income or servicing revenue grows to a level commensurate with our loan origination platform and we control the growth of our expense base.

Continue to Promote a Culture Centered on Our Core Values (Collaboration, Mutual Respect, Honesty, Integrity, Performance, and Accountability), Sustained Through Ongoing Employee Engagement, Recognition, and Development and Aligned with our Mission and Business Plan for Growth

In 2017, we plan to further promote a culture centered on our core values - collaboration, mutual respect, honesty, integrity, performance, and accountability - as we seek to grow our business. When evaluating employee performance, we will review not only what was accomplished by employees, but whether and how they demonstrated our core values in achieving those accomplishments. We will continue to encourage and enable high performance in a variety of ways, including by encouraging employee engagement, and differentiating, recognizing, and rewarding high performing employees. In addition, we plan to invest in our employees by identifying and providing development opportunities that align with our business plan and support succession plans throughout our organization.

In the first quarter of 2017, to ensure continued focus and commitment to our culture and core values, we cascaded level-appropriate goals to employees across the Company. As part of our investment in employee development, we finalized our talent development strategy, and established a roadmap to execute on our three key talent priorities: (i) the development of a competency model; (ii) the design and deployment of talent development programs that support leadership development priorities; and (iii) the enhancement of our talent assessment process. To further link employee compensation to performance, we implemented an incentive compensation program that is based both on corporate and individual goals for over 300 employees who did not previously participate in an incentive compensation program. We also supported employee engagement through the establishment of inter-departmental and multi-site employee activities committees, and established a series of engagement events and volunteer opportunities for all employees.

In the second quarter of 2017, we made additional progress against our talent development roadmap. We established leadership panels to steer the development of our competency model and provide input into the design of learning programs to support employee development. We also implemented a pilot management training program to provide entry- to mid-level managers with fundamental education, leadership development, and mentorship opportunities. Moreover, we implemented an enhanced talent assessment process to further evaluate performance and potential and effectively align development plans that support succession management. We also launched a business knowledge series in order to provide all employees with opportunities to learn about our business, capabilities as a Company, and our future. In the second quarter of 2017, we also engaged employees to promote wellness across the Company through a series of events and opportunities to learn about and pursue their personal fitness and health goals, and launched a financial wellness education platform to further engage employees in owning their financial health. We also continued to recognize employees with superior performance and commitment to the Company’s values through our quarterly Awards of Excellence Program.

GAAP Results of Operations

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

GAAP Statements of Income (Unaudited)


	Three Months Ended September 30,					Increase (Decrease)					Nine Months Ended September 30,				Increase (Decrease)					Three Months Ended June 30,					Increase (Decrease)					Six Months Ended June 30,					Increase (Decrease)
(In millions, except per share data)	2016		2015			$			%		2016		2015		$			%		2017			2016		$			%		2017			2016		$			%
Interest income:
Loans	$	268	$	205		$	63		31	%	$	765	$	598	$	167		28	%	$	337		$	252	$	85		34	%	$	662		$	497	$	165		33	%
Investments	2		3			(1		)	(33	)	7		8		(1		)	(13	)	2			2		—			—		4			5		(1		)	(20	)
Cash and cash equivalents	2		1			1			100		5		3		2			67		3			1		2			200		6			3		3			100
Total interest income	272		209			63			30		777		609		168			28		342			255		87			34		672			505		167			33
Total interest expense	49		34			15			44		131		94		37			39		72			42		30			71		134			82		52			63
Net interest income	223		175			48			27		646		515		131			25		270			213		57			27		538			423		115			27
Less: provisions for credit losses	42		27			14			52		116		60		56			93		50			42		8			19		76			74		2			3
Net interest income after provisions for credit losses	181		148			33			22		530		455		75			16		220			171		49			29		462			349		113			32
Non-interest income:
Gains on sales of loans, net	—		—			—			—		—		77		(77		)	(100	)
Gains (losses) on derivatives and hedging activities, net	1		(1		)	2			(200	)	3		4		(1		)	(25	)
(Losses) gains on derivatives and hedging activities, net																				(4		)	2		(6		)	(300	)	(9		)	2		(11		)	(550	)
Other income	22		11			11			100		56		29		27			93		11			14		(3		)	(21	)	22			34		(12		)	(35	)
Total non-interest income	23		10			13			130		59		110		(51		)	(46	)	7			16		(9		)	(56	)	13			36		(23		)	(64	)
Non-interest expenses:
Total operating expenses	100		93			7			8		287		264		23			9		111			95		16			17		214			188		26			14
Acquired intangible asset amortization expense	—		—			—			—		1		1		—			—		—			—		—			—		—			—		—			—
Restructuring and other reorganization expenses	—		1			(1		)	(100	)	—		6		(6		)	(100	)
Total non-interest expenses	100		94			6			6		288		271		17			6		111			95		16			17		214			188		26			14

Income before income tax expense	104		64			40			63		301		294		7			2		116			92		24			26		261			197		64			32
Income tax expense	47		18			29			161		121		110		11			10		45			35		10			29		95			74		22			30
Net income	57		46			11			24		180		184		(4		)	(2	)	71			57		14			25		166			123		42			34
Preferred stock dividends	5		5			—			—		16		14		2			14		4			5		(1		)	(20	)	10			10		—			—
Net income attributable to SLM Corporation common stock	$	52	$	41		$	11		27	%	$	164	$	170	$	(6	)	(4	)%	$	67		$	52	$	15		29	%	$	156		$	113	$	42		37	%

Basic earnings per common share attributable to SLM Corporation	$	0.12	$	0.10		$	0.02		20	%	$	0.38	$	0.40	$	(0.02	)	(5	)%	$	0.15		$	0.12	$	0.03		25	%	$	0.36		$	0.26	$	0.10		38	%

Diluted earnings per common share attributable to SLM Corporation	$	0.12	$	0.09		$	0.03		33	%	$	0.38	$	0.39	$	(0.01	)	(3	)%	$	0.15		$	0.12	$	0.03		25	%	$	0.35		$	0.26	$	0.09		35	%

GAAP Consolidated Earnings Summary

Three Months Ended ~~September~~June 30, ~~2016~~2017 Compared with Three Months Ended ~~September~~June 30, ~~2015~~2016

For the three months ended ~~September~~June 30, ~~2016,~~2017, net income was ~~$57~~$71 million, or ~~$.12~~$.15 diluted earnings per common share, compared with net income of ~~$46~~$57 million, or ~~$.09~~$.12 diluted earnings per common share for the three months ended ~~September~~June 30, ~~2015. Net~~2016. The year-over-year net income increase was affected by a ~~$48~~$57 million increase in net interest income, ~~and a $13 million increase in total non-interest income,~~ which ~~were~~was offset by ~~a $14~~an $8 million increase in provisions for credit losses, a $6$3 million decrease in other income, a $16 million increase in total non-interest expenses, ~~and~~ a ~~$29~~$10 million increase in income tax ~~expense.~~expense, and a $6 million reduction in our derivatives and hedging activities.

The primary contributors to each of the identified drivers of changes in net income for the current quarter compared with the year-ago quarter are as follows:

•Net interest income increased by ~~$48~~$57 million in the current quarter compared with the year-ago quarter primarily due to a ~~$3.0~~$3.5 billion increase in average Private Education Loans outstanding. Net interest margin increased by 227 basis points primarily as a result of an increase in the ratio of higher yielding Private Education Loans relative to our other interest earning assets ~~which more than offset a 20 basis point increase in our cost of funds. The yields on our interest earning assets~~ and ~~our cost of funds increased primarily as a result of~~the benefit from an increase in LIBOR rates that occurred in ~~late 2015.~~mid-March 2017 which increased the yield on our variable rate Private Education Loan portfolio more than it increased our cost of funds.

•Provisions for credit losses increased ~~$14~~$8 million compared with the year-ago quarter. This increase was primarily the result of an ~~increase~~additional $2.6 billion of loans being in ~~charge-offs~~repayment in the ~~third~~second quarter of 2016, an increase in the Private Education Loan delinquency rate as a percentage of loans in repayment from 1.9 percent at September 30, 2015 to 2.0 percent at September 30, 2016, and a $56 million increase in loans becoming classified as TDRs (where we provide for life-of-loan losses) in the third quarter of 20162017 compared with ~~loans becoming classified as TDRs~~the year-ago quarter, offset by a benefit from the change in LIBOR rates for the ~~third quarter of 2015.~~quarter.

•~~Gains (losses)~~(Losses) gains on derivatives and hedging activities, net, resulted in a net ~~gain~~loss of $1$4 million in the ~~third~~second quarter of ~~2016, from~~2017 compared with a net ~~loss~~gain of $1$2 million in the year-ago quarter.

•Other income ~~increased $11~~decreased $3 million ~~compared with the year-ago quarter,~~ primarily ~~as a result of a $9 million increase in the tax indemnification receivable~~due to lower fee income related to ~~uncertain tax positions.~~our Upromise rewards business.

•~~Third-quarter 2016~~Second-quarter 2017 operating expenses (including acquired intangible asset amortization expense) were ~~$100~~$111 million, compared with ~~$93~~$95 million in the year-ago quarter. The increase in operating expenses was primarily the result of increased marketing costs, FDIC assessment fees, and personnel and technology costs, largely driven by growth in our loan portfolio.

•Income tax expense increased ~~$29~~$10 million compared with the year-ago quarter. The effective tax rate increased in the ~~third-quarter 2016~~second-quarter 2017 to ~~45.5~~38.8 percent from ~~28.2~~37.7 percent in the year-ago quarter. The ~~prior year quarter included~~change was primarily as a ~~benefit resulting from a release~~result of ~~reserves for uncertain~~the effect of non-tax-deductible expenses and the continuing tax ~~positions~~treatment related to ~~a favorable state~~our tax ruling. The effective tax rate in the current quarter was higher because of an additional $9 million recorded related to uncertain tax positions and due to an increase in state taxes. The uncertain tax positions contributing to the increase in our effective tax rate had no impact on earnings per share, as we recorded the matching offset in other income. Managing our uncertain tax positions will add volatility to our reported effective tax rate, but should not impact our expected cash tax liability. For additional information regarding the uncertain tax positions, see “Correction Recorded in the Current Period” in this quarterly report on Form 10-Q.indemnification receivable.

~~Nine~~Six Months Ended ~~September~~June 30, ~~2016~~2017 Compared with ~~Nine~~Six Months Ended ~~September~~June 30, ~~2015~~2016

For the ~~nine~~six months ended ~~September~~June 30, ~~2016,~~2017, net income was ~~$180~~$166 million, or ~~$.38~~$.35 diluted earnings per common share, compared with net income of ~~$184~~$123 million, or ~~$.39~~$.26 diluted earnings per common share for the ~~nine~~six months ended ~~September~~June 30, ~~2015. Net~~2016. The year-over-year net income increase was affected by a ~~$77~~$115 million ~~decrease~~increase in ~~gains on sales of loans,~~net interest income, which was offset by a ~~$56~~$2 million increase in provisions for credit losses, ~~and~~ a ~~$17~~$12 million decrease in other income, a $26 million increase in total non-interest expenses, ~~which were offset by~~ a ~~$131~~$22 million increase in ~~net interest~~ income tax expense, and ~~a $27~~an $11 million ~~increase~~reduction in ~~other income that included a one-time $10 million change in reserve estimates related to~~ our ~~Upromise rewards business.~~derivatives and hedging activities.

The primary contributors to each of the identified drivers of changes in net income for the first ~~nine~~six months of ~~2016~~2017 compared with the year-ago period are as follows:

•Net interest income increased by ~~$131~~$115 million in the first ~~nine~~six months compared with the year-ago period primarily due to a ~~$2.7~~$3.6 billion increase in average Private Education Loans outstanding. Net interest margin increased by 2413 basis points primarily as a result of an increase in the ratio of higher yielding Private Education Loans relative to our other interest earning

~~assets, which more than offset a 15 basis point increase in our cost of funds. The yields on our interest earning~~ assets and ~~our cost of funds increased primarily as a result of an increase~~the benefit from increases in LIBOR rates that occurred in late ~~2015.~~2016 and March 2017 which increased the yield on our variable rate Private Education Loan portfolio more than it increased our cost of funds.

•Provisions for credit losses increased ~~$56~~$2 million compared with the year-ago period. This increase was primarily the result of an additional ~~$471 million~~$2.6 billion of loans ~~entering~~being in repayment in the ~~nine~~first six months ~~ended September 30, 2016,~~of 2017 compared with ~~loans entering repayment in~~ the year-ago period, offset by a benefit from an ~~increase in the Private Education Loan delinquency rate as a percentage of loans in repayment from 1.9 percent at September 30, 2015~~update to ~~2.0 percent at September 30, 2016, and a $90 million increase in loans becoming classified as TDRs (where we provide~~our life-of-loan forecasting model for ~~life-of-loan losses) in the nine months ended September 30, 2016 compared with loans becoming classified as TDRs in the year-ago period.~~TDRs.

•~~Gains on sales of loans, net, decreased $77 million as there were no loan sales in the first nine months of 2016.~~

•~~Gains~~(Losses) gains on derivatives and hedging activities, net, resulted in a net ~~gain~~loss of $3$9 million in the first ~~nine~~six months of ~~2016~~2017 compared with a net gain of $4$2 million in the year-ago period. The primary factors affecting the change were interest rates

and whether derivatives qualified for hedge accounting treatment. In the first ~~nine~~six months of ~~2016,~~2017, we used fewer derivatives to economically hedge risk that did not qualify for hedge accounting treatment than in the year-ago period.

•Other income ~~increased $27~~decreased $12 million ~~compared with the year-ago period. Of this increase, $10 million relates~~primarily due to a ~~one-time gain resulting from a~~$10 million change in reserve estimates ~~for~~related to our Upromise rewards ~~program. Also contributing to this increase is an increase~~business that was recorded in the ~~tax indemnification receivable related to uncertain tax positions and an increase in third-party servicing income.~~first quarter of 2016.

•~~Operating~~First-half 2017 operating expenses (including acquired intangible asset amortization expense) ~~for the nine months ended September 30, 2016~~ were ~~$288~~$214 million, compared with ~~$265~~$188 million in the year-ago period. The increase in operating expenses was primarily the result of increased ~~marketing costs,~~technology, FDIC assessment fees, servicing, and personnel ~~and technology~~ costs, largely driven by growth in our loan portfolio.

•Income tax expense increased ~~$11~~$22 million compared with the year-ago period. The ~~increase in the first nine months of 2016~~ effective tax rate decreased in the first-half 2017 to ~~40.2~~36.6 percent from ~~37.3~~37.4 percent in the year-ago ~~period~~period. The change was primarily asdue to a ~~result of a~~$6 million benefit recorded in ~~the prior year resulting from a release of reserves for uncertain tax positions from a favorable state tax ruling and an additional $9 million recorded in the current year~~first quarter 2017 related to ~~uncertain~~the new stock compensation accounting standard, which changed the treatment of excess tax ~~positions. For additional information regarding~~benefits/deficiencies related to the ~~uncertain tax positions, see “Correction Recorded in the Current Period” in this quarterly report on Form 10-Q.~~settlement of employee stock-based awards.

~~Correction Recorded in the Current Period~~

We recognized in the current period adjustments for tax positions relating to historical transactions among entities that are now subsidiaries of Navient that should have been recorded at the time of the Spin-Off, which occurred on April 30, 2014. We have evaluated the quantitative and qualitative materiality of these errors to all of the relevant periods and concluded that the out of period correction to recognize the asset, liabilities and income statement impacts in the quarter ended September 30, 2016 is not material to our consolidated financial statements for any of the relevant periods. The adjustments increased our tax indemnification receivable and income taxes payable by $120 million and increased our other income and income tax expense by $9 million, as we believe we are indemnified by Navient for these additional tax liabilities. Accordingly, there was no effect on equity or net income as a result of these errors in the current or prior periods. Prospectively, these uncertain tax position liabilities and related assets will be accounted for consistent with our existing accounting policies for these kinds of assets and liabilities.

“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.” While pre-Spin-Off SLM also reported a metric by that name, what we now report and what we describe below is significantly different and should not be compared to any Core Earnings reported by pre-Spin-Off SLM. The difference between our “Core Earnings” and GAAP results for periods presented generally is driven by the unrealized, mark-to-market 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 and eliminates the earnings impact associated with hedge ineffectiveness and derivatives we use as an economic hedge but which do not qualify for hedge accounting treatment. We enter into derivatives 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. Hedge ineffectiveness related to these derivatives is recorded in “Gains (losses) on derivatives and hedging activities, net.” 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 ~~derivative~~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 ~~derivative~~derivatives and hedging activities, net.”

The 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 or that do qualify for hedge accounting treatment but result in ineffectiveness, net of tax. The amount recorded in “Gains (losses) on ~~derivative~~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, (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”, we are including in GAAP earnings the current period accrual amounts (interest reclassification) on the swaps and excluding the remaining ~~ineffectiveness.~~ineffectiveness (and 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) gains on derivatives and hedging activities, net” that relates to the interest reclassification on the derivative contracts.


	Three Months Ended September 30,						Nine Months Ended September 30,					Three Months Ended June 30,					Six Months Ended June 30,
(Dollars in thousands)	2016			2015			2016		2015			2017			2016		2017			2016

Hedge ineffectiveness gains (losses)	$	2,356		$	(2,116	)	$	476	$	(1,471	)	(3,786		)	$	815	$	(8,025	)	$	(1,880	)
Unrealized (losses) gains on instruments not in a hedging relationship	(1,525		)	716			783		2,972			278			655		(942		)	2,308
Interest reclassification	537			853			1,897		2,846			(101		)	672		(20		)	1,360
Gains (losses) on derivatives and hedging activities, net	$	1,368		$	(547	)	$	3,156	$	4,347
(Losses) gains on derivatives and hedging activities, net												$	(3,609	)	$	2,142	$	(8,987	)	$	1,788

The following table reflects adjustments associated with our derivative activities.


	Three Months Ended September 30,					Nine Months Ended September 30,						Three Months Ended June 30,					Six Months Ended June 30,
(Dollars in thousands, except per share amounts)	2016			2015		2016			2015			2017		2016			2017		2016

“Core Earnings” adjustments to GAAP:

GAAP net income	$	56,965		$	45,724	$	180,085		$	184,439
GAAP net income attributable to SLM Corporation												$	70,617	$	57,205		$	165,560	$	123,120
Preferred stock dividends	5,316			4,913		15,698			14,606			3,974		5,243			9,549		10,382
GAAP net income attributable to SLM Corporation common stock	$	51,649		$	40,811	$	164,387		$	169,833		$	66,643	$	51,962		$	156,011	$	112,738

Adjustments:
Net impact of derivative accounting⁽¹⁾	(831		)	1,400		(1,259		)	(1,501		)	3,508		(1,470		)	8,966		(428		)
Net tax effect⁽²⁾	(320		)	529		(483		)	(587		)	1,340		(562		)	3,424		(164		)
Total “Core Earnings” adjustments to GAAP	(511		)	871		(776		)	(914		)	2,168		(908		)	5,542		(264		)

“Core Earnings” attributable to SLM Corporation common stock	$	51,138		$	41,682	$	163,611		$	168,919		$	68,811	$	51,054		$	161,553	$	112,474

GAAP diluted earnings per common share	$	0.12		$	0.09	$	0.38		$	0.39		$	0.15	$	0.12		$	0.35	$	0.26
Derivative adjustments, net of tax	—			0.01		—			—			0.01		—			0.02		—
“Core Earnings” diluted earnings per common share	$	0.12		$	0.10	$	0.38		$	0.39		$	0.16	$	0.12		$	0.37	$	0.26

______

(1) Derivative Accounting: “Core Earnings” exclude periodic unrealized gains and losses caused by the mark-to-market valuations on derivatives that do not qualify for hedge accounting treatment under GAAP, as well as the periodic unrealized gains and losses that are a result of ineffectiveness recognized related to effective hedges under GAAP. 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.

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.


	Three Months Ended September 30,								Nine Months Ended September30,								Three Months Ended June 30,								Six Months Ended June 30,
	2016				2015				2016				2015				2017				2016				2017				2016
(Dollars in thousands)	Balance		Rate		Balance		Rate		Balance		Rate		Balance		Rate		Balance		Rate		Balance		Rate		Balance		Rate		Balance		Rate
Average Assets
Private Education Loans	$	12,881,890	8.00	%	$	9,869,025	7.87	%	$	12,307,932	8.00	%	$	9,563,290	7.96	%	$	15,687,803	8.33	%	$	12,217,890	7.98	%	$	15,569,337	8.30	%	$	12,017,799	8.00	%
FFELP Loans	1,049,803		3.52		1,161,288		3.27		1,076,394		3.48		1,196,491		3.22		980,478		3.87		1,076,419		3.48		991,740		3.78		1,089,836		3.45
Personal and other loans																	60,910		9.28		346		5.11		48,894		9.19		173		5.11
Taxable securities	388,886		2.24		388,539		2.70		383,844		2.49		397,577		2.60		322,551		2.74		377,587		2.52		337,276		2.60		381,296		2.62
Cash and other short-term investments	1,599,913		0.50		1,574,396		0.25		1,300,208		0.50		1,373,333		0.25		1,264,223		1.00		978,750		0.49		1,330,248		0.87		1,148,535		0.50

Total interest-earning assets	15,920,492		6.81	%	12,993,248		6.38	%	15,068,378		6.89	%	12,530,691		6.50	%	18,315,965		7.49	%	14,650,992		7.01	%	18,277,495		7.41	%	14,637,639		6.93	%

Non-interest-earning assets	800,567				693,311				757,336				667,718				1,039,433				766,364				981,229				735,483

Total assets	$	16,721,059			$	13,686,559			$	15,825,714			$	13,198,409			$	19,355,398			$	15,417,356			$	19,258,724			$	15,373,122

Average Liabilities and Equity
Brokered deposits	$	7,311,591	1.32	%	$	6,554,349	1.20	%	$	7,104,453	1.31	%	$	6,598,090	1.20	%	$	6,679,564	1.69	%	$	6,903,666	1.32	%	$	6,846,524	1.57	%	$	6,999,746	1.30	%
Retail and other deposits	5,091,021		1.08		3,848,379		0.95		4,805,039		1.05		3,828,775		0.95		6,773,078		1.33		4,850,598		1.05		6,671,869		1.27		4,660,477		1.03
Other interest-bearing liabilities⁽¹⁾	1,602,760		2.78		670,660		2.63		1,231,972		2.62		227,426		4.60		2,934,377		2.95		997,355		2.90		2,749,483		2.79		1,044,540		2.50
Total interest-bearing liabilities	14,005,372		1.40	%	11,073,388		1.20	%	13,141,464		1.33	%	10,654,291		1.18	%	16,387,019		1.77	%	12,751,619		1.34	%	16,267,876		1.66	%	12,704,763		1.30	%

Non-interest-bearing liabilities	488,198				637,724				510,652				626,476				584,599				487,851				606,253				522,002
Equity	2,227,489				1,975,447				2,173,598				1,917,642				2,383,780				2,177,886				2,384,595				2,146,357
Total liabilities and equity	$	16,721,059			$	13,686,559			$	15,825,714			$	13,198,409			$	19,355,398			$	15,417,356			$	19,258,724			$	15,373,122

Net interest margin			5.58	%			5.36	%			5.73	%			5.49	%			5.91	%			5.84	%			5.94	%			5.81	%

_________________


⁽¹⁾	~~For the three and nine months ended September 30, 2016,~~ i~~ncludes~~Includes the average balance of our unsecured borrowing, as well as secured borrowings and amortization expense of transaction costs related to our ABCP 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⁾				Increase		Change Due To⁽¹⁾
(Dollars in thousands)	Increase (Decrease)		Rate		Volume		Increase		Rate		Volume
Three Months Ended September 30, 2016 vs. 2015
Three Months Ended June 30, 2017 vs. 2016
Interest income	$	63,636	$	14,827	$	48,809	$	86,854	$	18,665	$	68,189
Interest expense	15,803		6,152		9,651		29,727		15,653		14,074
Net interest income	$	47,833	$	7,512	$	40,321	$	57,127	$	2,569	$	54,558

Nine Months Ended September 30, 2016 vs. 2015
Six Months Ended June 30, 2017 vs. 2016
Interest income	$	168,502	$	38,781	$	129,721	$	166,887	$	36,395	$	130,492
Interest expense	37,251		13,342		23,909		51,547		25,615		25,932
Net interest income	$	131,251	$	22,776	$	108,475	$	115,340	$	9,568	$	105,772

_________________


⁽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 ~~Education~~ Loan Portfolio

Ending ~~Education~~ Loan Balances, net


	September 30, 2016									December 31, 2015									June 30, 2017
(Dollars in thousands)	Private Education Loans			FFELP Loans			Total Portfolio			Private Education Loans			FFELP Loans			Total Portfolio			Private Education Loans			FFELP Loans			Personal Loans			Total Portfolio
Total education loan portfolio:
Total loan portfolio:
In-school⁽¹⁾	$	3,269,759		$	409		$	3,270,168		$	2,823,035		$	582		$	2,823,617		$	3,091,447		$	312		$	—		$	3,091,759
Grace, repayment and other⁽²⁾	10,578,503			1,033,520			11,612,023			7,773,402			1,115,081			8,888,483			12,588,010			966,925			69,508			13,624,443
Total, gross	13,848,262			1,033,929			14,882,191			10,596,437			1,115,663			11,712,100			15,679,457			967,237			69,508			16,716,202
Deferred origination costs and unamortized premium	40,327			2,825			43,152			27,884			3,114			30,998			48,905			2,767			—			51,672
Allowance for loan losses	(162,630		)	(2,209		)	(164,839		)	(108,816		)	(3,691		)	(112,507		)	(205,024		)	(1,606		)	(818		)	(207,448		)
Total education loan portfolio	$	13,725,959		$	1,034,545		$	14,760,504		$	10,515,505		$	1,115,086		$	11,630,591
Total loan portfolio																			$	15,523,338		$	968,398		$	68,690		$	16,560,426

% of total	93		%	7		%	100		%	90		%	10		%	100		%	94		%	6		%	—		%	100		%

^____________

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

⁽²⁾ Includes loans in deferment or forbearance.



	December 31, 2016
(Dollars in thousands)	Private Education Loans			FFELP Loans			Personal Loans			Total Portfolio
Total loan portfolio:
In-school⁽¹⁾	$	3,371,870		$	377		$	—		$	3,372,247
Grace, repayment and other⁽²⁾	10,879,805			1,010,531			12,893			11,903,229
Total, gross	14,251,675			1,010,908			12,893			15,275,476
Deferred origination costs and unamortized premium	44,206			2,941						47,147
Allowance for loan losses	(182,472		)	(2,171		)	(58		)	(184,701		)
Total loan portfolio	$	14,113,409		$	1,011,678		$	12,835		$	15,137,922

% of total	93		%	7		%	—		%	100		%

^____________

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

⁽²⁾ Includes loans in deferment or forbearance.

Average ~~Education~~ Loan Balances (net of unamortized premium/discount)


	Three Months Ended September 30,								Nine Months Ended September 30,								Three Months Ended June 30,								Six Months Ended June 30,
(Dollars in thousands)	2016				2015				2016				2015				2017				2016				2017				2016
Private Education Loans	$	12,881,890	92	%	$	9,869,025	89	%	$	12,307,932	92	%	$	9,563,290	89	%	$	15,687,803	94	%	$	12,217,890	92	%	$	15,569,337	94	%	$	12,017,799	92	%
FFELP Loans	1,049,803		8		1,161,288		11		1,076,394		8		1,196,491		11		980,478		6		1,076,419		8		991,740		6		1,089,836		8
Personal Loans																	60,910		—		—		—		48,894		—		—		—
Total portfolio	$	13,931,693	100	%	$	11,030,313	100	%	$	13,384,326	100	%	$	10,759,781	100	%	$	16,729,191	100	%	$	13,294,309	100	%	$	16,609,971	100	%	$	13,107,635	100	%

~~Education~~

Loan Activity


	Three Months Ended September 30, 2016									Three Months Ended September 30, 2015									Three Months Ended June 30, 2017
(Dollars in thousands)	Private Education Loans			FFELP Loans			Total Portfolio			Private Education Loans			FFELP Loans			Total Portfolio			Private Education Loans			FFELP Loans			Personal Loans			Total Portfolio
Beginning balance	$	12,183,293		$	1,062,133		$	13,245,426		$	9,245,259		$	1,177,649		$	10,422,908		$	15,516,443		$	990,611		$	55,156		$	16,562,210
Acquisitions and originations	1,838,076			—			1,838,076			1,716,574			—			1,716,574			435,142			—			19,505			454,647
Capitalized interest and deferred origination cost premium amortization	57,315			8,158			65,473			42,866			9,194			52,060			73,493			8,034			—			81,527
Sales	(2,176		)	—			(2,176		)	(4,613		)	—			(4,613		)	(1,501		)	—			—			(1,501		)
Loan consolidation to third parties	(54,950		)	(11,847		)	(66,797		)	(20,376		)	(12,459		)	(32,835		)
Loan consolidations to third parties																			(139,921		)	(9,970		)	—			(149,891		)
Repayments and other	(295,599		)	(23,899		)	(319,498		)	(213,199		)	(31,747		)	(244,946		)	(360,318		)	(20,277		)	(5,971		)	(386,566		)
Ending balance	$	13,725,959		$	1,034,545		$	14,760,504		$	10,766,511		$	1,142,637		$	11,909,148		$	15,523,338		$	968,398		$	68,690		$	16,560,426


	Nine Months Ended September 30, 2016									Nine Months Ended September 30, 2015									Three Months Ended June 30, 2016
(Dollars in thousands)	Private Education Loans			FFELP Loans			Total Portfolio			Private Education Loans			FFELP Loans			Total Portfolio			Private Education Loans			FFELP Loans			Total Portfolio
Beginning balance	$	10,515,505		$	1,115,086		$	11,630,591		$	8,246,647		$	1,263,139		$	9,509,786		$	12,021,022		$	1,087,403		$	13,108,425
Acquisitions and originations	4,072,631			—			4,072,631			3,786,946			—			3,786,946			427,972			—			427,972
Capitalized interest and deferred origination cost premium amortization	158,111			26,873			184,984			118,653			30,316			148,969			50,270			9,496			59,766
Sales	(7,912		)	—			(7,912		)	(713,220		)	—			(713,220		)	(2,372		)	—			(2,372		)
Loan consolidation to third parties	(143,968		)	(34,896		)	(178,864		)	(41,858		)	(34,263		)	(76,121		)
Loan consolidations to third parties																			(55,151		)	(12,745		)	(67,896		)
Repayments and other	(868,408		)	(72,518		)	(940,926		)	(630,657		)	(116,555		)	(747,212		)	(258,448		)	(22,021		)	(280,469		)
Ending balance	$	13,725,959		$	1,034,545		$	14,760,504		$	10,766,511		$	1,142,637		$	11,909,148		$	12,183,293		$	1,062,133		$	13,245,426



	Six Months Ended June 30, 2017
(Dollars in thousands)	Private Education Loans			FFELP Loans			Personal Loans			Total Portfolio
Beginning balance	$	14,113,409		$	1,011,678		$	12,835		$	15,137,922
Acquisitions and originations	2,283,589			—			63,753			2,347,342
Capitalized interest and deferred origination cost premium amortization	143,927			16,523			—			160,450
Sales	(3,472		)	—			—			(3,472		)
Loan consolidations to third parties	(264,170		)	(20,638		)	—			(284,808		)
Repayments and other	(749,945		)	(39,165		)	(7,898		)	(797,008		)
Ending balance	$	15,523,338		$	968,398		$	68,690		$	16,560,426



	Six Months Ended June 30, 2016
(Dollars in thousands)	Private Education Loans			FFELP Loans			Total Portfolio
Beginning balance	$	10,515,505		$	1,115,086		$	11,630,591
Acquisitions and originations	2,234,556			—			2,234,556
Capitalized interest and deferred origination cost premium amortization	100,797			18,716			119,513
Sales	(5,736		)	—			(5,736		)
Loan consolidations to third parties	(107,982		)	(23,050		)	(131,032		)
Repayments and other	(553,847		)	(48,619		)	(602,466		)
Ending balance	$	12,183,293		$	1,062,133		$	13,245,426

“Loan consolidations to third parties” and “Repayments and other” are both significantly affected by the volume of loans in our portfolio in full principal and interest repayment status. Loans in full principal and interest repayment status in our Private Education Loan portfolio at June 30, 2017 increased by 52 percent compared with June 30, 2016, and now total 35 percent of our Private Education Loan portfolio.

In the second quarter of 2017, we improved our methodology for identifying “Loan consolidations to third parties” for Private Education Loans. This improvement in methodology resulted in certain loans previously included in “Repayments and other” in the first quarter of 2017, three months ended June 30, 2016 and six months ended June 30, 2016, being re-classified as “Loan consolidations to third parties.” Therefore, for these periods, we have updated the “Loan consolidations to third parties” and “Repayments and other” line items to reflect this re-allocation. For these periods, the sum of the “Loan consolidations to third parties” and “Repayment and other” line items did not change.

“Loan consolidations to third parties” for the three months ended June 30, 2017 total 2.6 percent of our Private Education Loan portfolio in full principal and interest repayment status at June 30, 2017, or 0.9 percent of our total loan portfolio at June 30, 2017, compared with the year-ago period of 1.5 percent of our Private Education Loan portfolio in full principal and interest repayment status, or 0.5 percent of our total portfolio, respectively. Historical experience has shown that loan consolidation activity is heightened in the period when the loan initially enters full principal and interest repayment status and then subsides over time.

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

repayment accounts for the vast majority of the aggregate increase in loan consolidations, scheduled repayments, unscheduled prepayments and capitalized interest set forth above.

In the second quarter of 2017, we increased our life of loan voluntary constant prepayment rate expectation to 6.0 percent from 5.1 percent, which contributed to a lowering of the weighted average life on our Private Education Loan portfolio from 5.7 years to 5.5 years, reflecting the increased repayment activity and portfolio seasoning as, increasingly, more significant portions of our Private Education Loan portfolio enter full principal and interest repayment status. The significant portion of our Private Education Loan portfolio that is not yet in full principal and interest repayment and for which principal payments are not yet required continue generating capitalized interest.

Private Education Loan Originations

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


	Three Months Ended September 30,										Nine Months Ended September 30,										Three Months Ended June 30,
(Dollars in thousands)	2016			%		2015			%		2016			%		2015			%		2017			%		2016			%
Smart Option - interest only⁽¹⁾	$	468,237		26	%	$	425,903		25	%	$	1,033,009		25	%	$	933,029		25	%	$	108,956		26	%	$	101,840		24	%
Smart Option - fixed pay⁽¹⁾	542,504			30		545,089			32		1,225,650			30		1,164,326			31		111,505			26		117,283			28
Smart Option - deferred⁽¹⁾	795,305			43		737,574			43		1,770,804			44		1,656,859			44		203,402			47		201,104			48
Smart Option - principal and interest	4,306			—		410			—		6,634			—		1,344			—		1,196			—		1,613			—
Parent Loan	20,968			1		—			—		22,478			1		—			—		5,472			1		1,510			—
Total Private Education Loan originations	$	1,831,320		100	%	$	1,708,976		100	%	$	4,058,575		100	%	$	3,755,558		100	%	$	430,531		100	%	$	423,350		100	%

Percentage of loans with a cosigner	90		%			91		%			89		%			90		%			77		%			78		%
Average FICO at approval(2)	749					749					748					749					745					744



	Six Months Ended June 30,
(Dollars in thousands)	2017			%		2016			%
Smart Option - interest only⁽¹⁾	$	590,110		26	%	$	564,772		25	%
Smart Option - fixed pay⁽¹⁾	638,578			28		683,146			31
Smart Option - deferred⁽¹⁾	1,014,258			45		975,499			44
Smart Option - principal and interest	3,697			—		2,328			—
Parent Loan	31,349			1		1,510			—
Total Private Education Loan originations	$	2,277,992		100	%	$	2,227,255		100	%

Percentage of loans with a cosigner	88		%			89		%
Average FICO at approval⁽²⁾	747					747

_____________

⁽¹⁾Interest only, fixed pay and deferred describe the payment option while in school or in grace period.

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

Allowance for Loan Losses

Education Loan Allowance for Loan Losses Activity


	Three Months Ended September 30,																		Three Months Ended June 30,
	2016									2015									2017									2016
(Dollars in thousands)	Private Education Loans			FFELP Loans			Total Portfolio			Private Education Loans			FFELP Loans			Total Portfolio			Private Education Loans			FFELP Loans			Total Portfolio			Private Education Loans			FFELP Loans			Total Portfolio
Beginning balance	$	142,628		$	2,297		$	144,925		$	87,310		$	4,556		$	91,866		$	185,103		$	1,637		$	186,740		$	122,620		$	3,629		$	126,249
Less:
Charge-offs	(22,072		)	(356		)	(22,428		)	(14,121		)	(529		)	(14,650		)	(32,728		)	(259		)	(32,987		)	(23,903		)	(347		)	(24,250		)
Loan sales⁽¹⁾	(1,401		)	—			(1,401		)	(1,871		)	—			(1,871		)	(913		)	—			(913		)	(1,533		)	—			(1,533		)
Plus:
Recoveries	2,973			—			2,973			1,361			—			1,361			4,396			—			4,396			3,082			—			3,082
Provision for loan losses	40,502			268			40,770			27,354			143			27,497			49,166			228			49,394			42,362			(985		)	41,377
Ending balance	$	162,630		$	2,209		$	164,839		$	100,033		$	4,170		$	104,203		$	205,024		$	1,606		$	206,630		$	142,628		$	2,297		$	144,925

Troubled debt restructurings⁽²⁾	$	503,632		$	—		$	503,632		$	231,286		$	—		$	231,286		$	803,456		$	—		$	803,456		$	400,969		$	—		$	400,969


	Nine Months Ended September 30,																		Six Months Ended June 30,
	2016									2015									2017									2016
(Dollars in thousands)	Private Education Loans			FFELP Loans			Total Portfolio			Private Education Loans			FFELP Loans			Total Portfolio			Private Education Loans			FFELP Loans			Total Portfolio			Private Education Loans			FFELP Loans			Total Portfolio
Beginning balance	$	108,816		$	3,691		$	112,507		$	78,574		$	5,268		$	83,842		$	182,472		$	2,171		$	184,643		$	108,816		$	3,691		$	112,507
Less:
Charge-offs	(64,979		)	(1,086		)	(66,065		)	(36,127		)	(2,142		)	(38,269		)	(58,955		)	(477		)	(59,432		)	(42,907		)	(730		)	(43,637		)
Loan sales⁽¹⁾	(5,008		)	—			(5,008		)	(5,572		)	—			(5,572		)	(2,134		)	—			(2,134		)	(3,607		)	—			(3,607		)
Plus:
Recoveries	7,098			—			7,098			4,529			—			4,529			7,655			—			7,655			4,125			—			4,125
Provision for loan losses	116,703			(396		)	116,307			58,629			1,044			59,673			75,986			(88		)	75,898			76,201			(664		)	75,537
Ending balance	$	162,630		$	2,209		$	164,839		$	100,033		$	4,170		$	104,203		$	205,024		$	1,606		$	206,630		$	142,628		$	2,297		$	144,925

Troubled debt restructurings⁽²⁾	$	503,632		$	—		$	503,632		$	231,286		$	—		$	231,286		$	803,456		$	—		$	803,456		$	400,969		$	—		$	400,969

_________


⁽¹⁾	Represents fair value adjustments on loans sold.


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

Private Education Loan Allowance for Loan Losses

In establishing the allowance for Private Education Loan losses as of ~~September~~June 30, ~~2016,~~2017, we considered several factors with respect to our Private Education Loan portfolio, in particular, credit quality and delinquency, forbearance and charge-off trends.

Private Education ~~Loan provision for loan losses increased $14 million~~Loans in ~~the third quarter~~full principal and interest repayment status were 35 percent of 2016 compared with the year-ago period. This increase was primarily the result of an increase in charge-offs in the third quarter of 2016, an increase in the delinquency rate as a percentage of loans in repayment from 1.9 percent at September 30, 2015 to 2.0 percent at September 30, 2016, and a $56 million increase in loans becoming classified as TDRs (where we provide for life-of-loan losses) in the third quarter of 2016, compared with loans becoming classified as TDRs in the third quarter of 2015.

~~In the nine months ended September 30, 2016, we had a $58 million increase in~~our total Private Education Loan ~~provisions for credit losses~~portfolio at June 30, 2017 compared with the year-ago period. This increase was primarily the result of an additional $471 million of loans entering repayment in the nine months ended September 30, 2016, compared with loans entering repayment in the year-ago period, an increase in the Private Education Loan delinquency rate as a percentage of loans in repayment from 1.929 percent at ~~September~~June 30, 2015 to 2.0 percent at September 30, 2016, and a $90 million increase in loans becoming classified as TDRs (where we provide for life-of-loan losses) in the nine months ended September 30, 2016 compared with loans becoming classified as TDRs in the year-ago period.2016.

For a more detailed discussion of our policy for determining the ~~collectibility~~collectability of Private Education Loans and maintaining our allowance for Private Education Loan losses, see Item 7. “Management’s Discussion and Analysis of Financial Condition and Results of Operations — Critical Accounting Policies and Estimates — Allowance for Loan Losses” in the ~~2015~~2016 Form 10-K.

Prior to the Spin-Off, the Bank sold substantially all its Private Education Loans to several former affiliates, now subsidiaries of Navient (collectively, the “Purchasers”), pursuant to a Loan Participation and Purchase Agreement. In connection with the Spin-Off, the agreement under which the Bank previously made loan sales was amended so the Bank now only has the right to require the Purchasers to purchase loans (at fair value) for which the borrower has a lending relationship with both the Bank and Navient (“Split Loans”) 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. At September 30, 2016, we held approximately $71 million of Split Loans.

The table below presents our Private Education Loan delinquency trends. Loans in repayment include loans making interest only or fixed payments, as well as loans that have entered full principal and interest repayment status after any applicable grace period.


	Private Education Loans										Private Education Loans
	September 30,										June 30,
	2016					2015					2017					2016
(Dollars in thousands)	Balance			%		Balance			%		Balance			%		Balance			%
Loans in-school/grace/deferment⁽¹⁾	$	4,662,941				$	3,971,392				$	4,707,396				$	4,020,242
Loans in forbearance⁽²⁾	279,509					211,641					356,956					241,433
Loans in repayment and percentage of each status:
Loans current	8,724,365			98.0	%	6,529,855			98.1	%	10,385,289			97.8	%	7,860,994			97.9	%
Loans delinquent 31-60 days⁽³⁾	108,591			1.2		79,794			1.2		132,108			1.3		87,990			1.1
Loans delinquent 61-90 days⁽³⁾	51,029			0.6		34,743			0.5		67,371			0.6		56,377			0.7
Loans delinquent greater than 90 days⁽³⁾	21,827			0.2		12,836			0.2		30,337			0.3		23,673			0.3
Total Private Education Loans in repayment	8,905,812			100.0	%	6,657,228			100.0	%	10,615,105			100.0	%	8,029,034			100.0	%
Total Private Education Loans, gross	13,848,262					10,840,261					15,679,457					12,290,709
Private Education Loan deferred origination costs	40,327					26,283					48,905					35,212
Total Private Education Loans	13,888,589					10,866,544					15,728,362					12,325,921
Private Education Loan allowance for losses	(162,630		)			(100,033		)			(205,024		)			(142,628		)
Total Private Education Loans, net	$	13,725,959				$	10,766,511				$	15,523,338				$	12,183,293

Percentage of Private Education Loans in repayment				64.3	%				61.4	%				67.7	%				65.3	%

Delinquencies as a percentage of Private Education Loans in repayment				2.0	%				1.9	%				2.2	%				2.1	%

Loans in forbearance as a percentage of Private Education Loans in repayment and forbearance				3.0	%				3.1	%				3.3	%				2.9	%

________


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


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


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

Changes in ~~allowance~~Allowance for Private Education Loan Losses

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


	Three Months Ended September 30,						Nine Months Ended September 30,						Three Months Ended June 30,						Six Months Ended June 30,
(Dollars in thousands)	2016			2015			2016			2015			2017			2016			2017			2016
Allowance at beginning of period	$	142,628		$	87,310		$	108,816		$	78,574		$	185,103		$	122,620		$	182,472		$	108,816
Provision for Private Education Loan losses	40,502			27,354			116,703			58,629			49,166			42,362			75,986			76,201
Net charge-offs:
Charge-offs	(22,072		)	(14,121		)	(64,979		)	(36,127		)	(32,728		)	(23,903		)	(58,955		)	(42,907		)
Recoveries	2,973			1,361			7,098			4,529			4,396			3,082			7,655			4,125
Net charge-offs	(19,099		)	(12,760		)	(57,881		)	(31,598		)	(28,332		)	(20,821		)	(51,300		)	(38,782		)
Loan sales⁽¹⁾	(1,401		)	(1,871		)	(5,008		)	(5,572		)	(913		)	(1,533		)	(2,134		)	(3,607		)
Allowance at end of period	$	162,630		$	100,033		$	162,630		$	100,033		$	205,024		$	142,628		$	205,024		$	142,628

Allowance as a percentage of ending total loans	1.17		%	0.92		%	1.17		%	0.92		%	1.31		%	1.16		%	1.31		%	1.16		%
Allowance as a percentage of ending loans in repayment⁽²⁾	1.83		%	1.50		%	1.83		%	1.50		%	1.93		%	1.78		%	1.93		%	1.78		%
Allowance coverage of net charge-offs (annualized)	2.13			1.96			2.11			2.37			1.81			1.71			2.00			1.84
Net charge-offs as a percentage of average loans in repayment (annualized)⁽²⁾	0.91		%	0.83		%	0.97		%	0.72		%	1.08		%	1.05		%	0.99		%	1.01		%
Delinquencies as a percentage of ending loans in repayment⁽²⁾	2.04		%	1.91		%	2.04		%	1.91		%	2.16		%	2.09		%	2.16		%	2.09		%
Loans in forbearance as a percentage of ending loans in repayment and forbearance⁽²⁾	3.04		%	3.09		%	3.04		%	3.09		%	3.25		%	2.92		%	3.25		%	2.92		%
Ending total loans, gross	$	13,848,262		$	10,840,261		$	13,848,262		$	10,840,261		$	15,679,457		$	12,290,709		$	15,679,457		$	12,290,709
Average loans in repayment⁽²⁾	$	8,420,625		$	6,118,678		$	7,952,469		$	5,848,345		$	10,523,225		$	7,894,340		$	10,375,463		$	7,695,889
Ending loans in repayment⁽²⁾	$	8,905,812		$	6,657,228		$	8,905,812		$	6,657,228		$	10,615,105		$	8,029,034		$	10,615,105		$	8,029,034

_______


⁽¹⁾	Represents fair value adjustments on loans sold.


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

As part of concluding on the adequacy of the allowance for loan losses, we review key allowance and loan metrics. The most significant of these metrics considered are the allowance coverage of net charge-offs ratio; the allowance as a percentage of total loans and of ending loans in repayment; and delinquency and forbearance percentages. The allowance as a percentage of ending total loans and of ending loans in repayment increased at ~~September~~June 30, ~~2016~~2017 compared with ~~September~~June 30, ~~2015~~2016 because of an increase in our TDRs (for which we hold a life-of-loan allowance) and an increase in the percentage of loans in full principal and interest repayment status.

Use of Forbearance as a Private Education Loan Collection Tool

Forbearance involves granting the customer a temporary cessation of payments (or temporary acceptance of smaller than scheduled payments) for a specified period of time. Using forbearance extends the original term of the loan. Forbearance does not grant any reduction in the total repayment obligation (principal or interest). While in forbearance status, interest continues to accrue and is capitalized to principal when the loan re-enters repayment status. Our forbearance policies include limits on the number of forbearance months granted consecutively and the total number of forbearance months granted over the life of the loan. ~~In some instances, we require good-faith payments before granting forbearance. Exceptions~~We grant forbearance in our servicing centers if a borrower who is current requests it for increments of three months at a time, for up to ~~forbearance policies are permitted when such exceptions are judged to increase the likelihood of collection of the loan.~~12 months. Forbearance as a collection tool is used most effectively when applied based on a customer’s unique situation, including historical information and judgments. 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 mitigating the overall risk of the portfolio as well as encouraging cash resolution of delinquent loans. In some instances, we require good faith payments before granting forbearance. Exceptions to forbearance policies are permitted when such exceptions are judged to increase the likelihood of collection of the loan.

Forbearance may be granted to customers who are exiting their grace period to provide additional time to obtain employment and income to support their obligations, or to current customers who are faced with a hardship and request forbearance time 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 their granted forbearance period, the ~~customers~~customer will enter repayment status as current and ~~are~~is expected to begin making ~~their~~ scheduled monthly payments on a go-forward basis.

Forbearance may also be granted to customers who are delinquent in their payments. If specific requirements are met, the forbearance can cure the delinquency and the customer is returned to a current repayment status. In more limited instances, delinquent customers will also be granted additional forbearance time.

The tables below show the composition and status of the Private Education Loan portfolio aged by number of months in active repayment status (months for which a scheduled monthly payment was due). 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 decreases the longer the loans have been in active repayment status. At ~~September~~June 30, ~~2016,~~2017, loans in forbearance status as a percentage of total loans in repayment and forbearance were 22.4 percent for Private Education Loans that have been in active repayment status for fewer than 25 months. Approximately 7875 percent of our Private Education Loans in forbearance status have been in active repayment status fewer than 25 months.


(Dollars in millions) September 30, 2016	Private Education Loans Monthly Scheduled Payments Due															Not Yet in Repayment			Total
	0 to 12			13 to 24			25 to 36			37 to 48			More than 48
(Dollars in millions) June 30, 2017																						Private Education Loans Monthly Scheduled Payments Due															Not Yet in Repayment			Total
																						0 to 12			13 to 24			25 to 36			37 to 48			More than 48
Loans in-school/grace/deferment	$	—		$	—		$	—		$	—		$	—		$	4,663		$	4,663		$	—		$	—		$	—		$	—		$	—		$	4,707		$	4,707
Loans in forbearance	172			46			31			17			14			—			280			208			59			44			25			21			—			357
Loans in repayment - current	4,040			2,314			1,303			601			466			—			8,724			3,976			2,823			1,888			945			753			—			10,385
Loans in repayment - delinquent 31-60 days	56			23			15			8			7			—			109			60			30			20			12			11			—			133
Loans in repayment - delinquent 61-90 days	28			10			6			2			4			—			50			32			14			9			6			6			—			67
Loans in repayment - delinquent greater than 90 days	11			5			3			2			1			—			22			16			6			4			2			2			—			30
Total	$	4,307		$	2,398		$	1,358		$	630		$	492		$	4,663		13,848			$	4,292		$	2,932		$	1,965		$	990		$	793		$	4,707		15,679
Deferred origination costs																			41
Unamortized discount																																								49
Allowance for loan losses																			(163		)																			(205		)
Total Private Education Loans, net																			$	13,726																				$	15,523

Loans in forbearance as a percentage of total Private Education Loans in repayment and forbearance	1.87		%	0.50		%	0.34		%	0.18		%	0.15		%	—		%	3.04		%	1.89		%	0.54		%	0.40		%	0.23		%	0.19		%	—		%	3.25		%


(Dollars in millions) September 30, 2015	Private Education Loans Monthly Scheduled Payments Due															Not Yet in Repayment			Total
	0 to 12			13 to 24			25 to 36			37 to 48			More than 48
(Dollars in millions) June 30, 2016																						Private Education Loans Monthly Scheduled Payments Due															Not Yet in Repayment			Total
																						0 to 12			13 to 24			25 to 36			37 to 48			More than 48
Loans in-school/grace/deferment	$	—		$	—		$	—		$	—		$	—		$	3,971		$	3,971		$	—		$	—		$	—		$	—		$	—		$	4,020		$	4,020
Loans in forbearance	129			35			24			15			9			—			212			141			41			28			18			13			—			241
Loans in repayment - current	3,374			1,669			832			388			265			—			6,528			3,525			2,223			1,148			537			429			—			7,862
Loans in repayment - delinquent 31-60 days	44			16			10			6			5			—			81			43			20			12			7			7			—			89
Loans in repayment - delinquent 61-90 days	20			7			4			2			2			—			35			30			11			7			4			4			—			56
Loans in repayment - delinquent greater than 90 days	7			2			2			1			1			—			13
Loans in repayment��- delinquent greater than 90 days																						13			4			3			2			1			—			23
Total	$	3,574		$	1,729		$	872		$	412		$	282		$	3,971		10,840			$	3,752		$	2,299		$	1,198		$	568		$	454		$	4,020		12,291
Deferred origination costs																			27
Unamortized discount																																								35
Allowance for loan losses																			(100		)																			(143		)
Total Private Education Loans, net																			$	10,767																				$	12,183

Loans in forbearance as a percentage of total Private Education Loans in repayment and forbearance	1.88		%	0.51		%	0.35		%	0.22		%	0.13		%	—		%	3.09		%	1.70		%	0.50		%	0.34		%	0.22		%	0.16		%	—		%	2.92		%

Private Education Loan Types

The following table provides information regarding the repayment balance by ~~loan~~product type at ~~September~~June 30, ~~2016~~2017 and December 31, ~~2015.~~2016.


	September 30, 2016										June 30, 2017
(Dollars in thousands)	Signature and Other		Parent Loan		Smart Option		Career Training		Total		Signature and Other		Parent Loan		Smart Option		Career Training		Total
$ in repayment⁽¹⁾	$	166,598	$	21,745	$	8,701,960	$	15,509	$	8,905,812	$	202,222	$	55,313	$	10,344,465	$	13,105	$	10,615,105
$ in total	$	333,744	$	21,996	$	13,476,655	$	15,867	$	13,848,262	$	357,404	$	55,868	$	15,252,703	$	13,482	$	15,679,457


	December 31, 2015										December 31, 2016
(Dollars in thousands)	Signature and Other		Parent Loan		Smart Option		Career Training		Total		Signature and Other		Parent Loan		Smart Option		Career Training		Total
$ in repayment⁽¹⁾	$	141,900	$	—	$	6,769,788	$	15,578	$	6,927,266	$	164,725	$	29,212	$	9,501,040	$	14,781	$	9,709,758
$ in total	$	302,949	$	—	$	10,277,517	$	15,971	$	10,596,437	$	334,512	$	29,430	$	13,872,378	$	15,355	$	14,251,675

_______


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

Accrued Interest Receivable

Private Education Loan

Accrued Interest Receivable
(Dollars in thousands) Total Interest Receivable
Greater Than
90 Days
Past Due

Allowance for
Uncollectible
Interest
September 30, 2016 $ 773,967
$ 803
$ 3,562
December 31, 2015 $ 542,919
$ 791
$ 3,332
September 30, 2015 $ 606,218
$ 489
$ 2,979



	Private Education Loan
	Accrued Interest Receivable
(Dollars in thousands)	Total Interest Receivable		Greater Than 90 Days Past Due		Allowance for Uncollectible Interest
June 30, 2017	$	913,080	$	1,107	$	4,522
December 31, 2016	$	739,847	$	845	$	2,898
June 30, 2016	$	695,680	$	895	$	3,241

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 servicing our Bank deposits. To achieve these objectives, we analyze and monitor our liquidity needs, maintain excess liquidity and access diverse funding sources, such as deposits at the Bank, issuance of secured debt primarily through asset-backed securitizations and other financing facilities. It is our policy to manage operations so liquidity needs are fully satisfied through normal operations to avoid unplanned asset sales under emergency conditions. Our liquidity management is governed by policies approved by our Board of Directors. Oversight of these policies is performed in the Asset and Liability Committee, a management-level committee.

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

Key risks associated with our liquidity relate to our ability to access the capital markets and the markets for bank deposits at reasonable rates. This ability may be affected by our performance, competitive pressures, the macroeconomic environment and the impact they have on the availability of funding sources in the marketplace.

Sources of Liquidity and Available Capacity

Ending Balances


(Dollars in thousands)	September 30, 2016		December 31, 2015		June 30, 2017		December 31, 2016
Sources of primary liquidity:
Unrestricted cash and liquid investments:
Holding Company and other non-bank subsidiaries	$	21,785	$	9,817	$	25,408	$	18,133
Sallie Mae Bank⁽¹⁾	1,433,154		2,406,402		1,292,760		1,900,660
Available-for-sale investments	213,176		195,391		229,479		208,603
Total unrestricted cash and liquid investments	$	1,668,115	$	2,611,610	$	1,547,647	$	2,127,396

____

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

Average Balances


	Three Months Ended September 30,				Nine Months Ended September 30,				Three Months Ended June 30,				Six Months Ended June 30,
(Dollars in thousands)	2016		2015		2016		2015		2017		2016		2017		2016
Sources of primary liquidity:
Unrestricted cash and liquid investments:
Holding Company and other non-bank subsidiaries	$	22,233	$	20,088	$	19,242	$	16,336	$	25,411	$	22,232	$	25,183	$	17,961
Sallie Mae Bank⁽¹⁾	1,538,485		1,537,203		1,247,498		1,347,228		1,122,463		925,132		1,187,995		1,100,405
Available-for-sale investments	209,496		172,566		203,986		170,870		221,935		204,110		216,507		201,200
Total unrestricted cash and liquid investments	$	1,770,214	$	1,729,857	$	1,470,726	$	1,534,434	$	1,369,809	$	1,151,474	$	1,429,685	$	1,319,566

____

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

Deposits

The following table summarizes total deposits.


	September 30,		December 31,		June 30,		December 31,
(Dollars in thousands)	2016		2015		2017		2016
Deposits - interest bearing	$	12,941,020	$	11,487,006	$	13,793,200	$	13,434,990
Deposits - non-interest bearing	325		701		1,615		677
Total deposits	$	12,941,345	$	11,487,707	$	13,794,815	$	13,435,667

Our total deposits of ~~$12.9~~$13.8 billion were comprised of ~~$7.8~~$7.0 billion in brokered deposits and ~~$5.1~~$6.8 billion in retail and other deposits at ~~September~~June 30, ~~2016,~~2017, compared to ~~$11.5~~total deposits of $13.4 billion, which were comprised of ~~$7.3~~$7.1 billion in brokered deposits and ~~$4.2~~$6.3 billion in retail and other deposits, at December 31, ~~2015.~~

~~Interest Bearing~~2016.

Interest bearing deposits as of ~~September~~June 30, ~~2016~~2017 and December 31, ~~2015~~2016 consisted of retail non-maturity savings deposits, retail and brokered non-maturity MMDAs and brokered and retail CDs. ~~Included in these accounts are what~~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~~core. These and other large omnibus accounts, aggregating the deposits ~~from various sources. Our~~of many individual depositors, represented $5.4 billion of our deposit total as of June 30, 2017.

Interest bearing deposits at ~~September~~June 30, ~~2016~~2017 and December 31, ~~2015~~2016 are summarized as follows:


	September 30, 2016				December 31, 2015				June 30, 2017				December 31, 2016
(Dollars in thousands)	Amount		Qtr.-End Weighted Average Stated Rate⁽¹⁾		Amount		Year-End Weighted Average Stated Rate⁽¹⁾		Amount		Qtr.-End Weighted Average Stated Rate⁽¹⁾		Amount		Year-End Weighted Average Stated Rate⁽¹⁾

Money market	$	5,859,986	1.20	%	$	4,886,299	1.19	%	$	7,167,473	1.55	%	$	7,129,404	1.22	%
Savings	660,099		0.82		669,254		0.82		847,714		0.99		834,521		0.84
Certificates of deposit	6,420,935		1.24		5,931,453		0.98		5,778,013		1.73		5,471,065		1.41
Deposits - interest bearing	$	12,941,020			$	11,487,006			$	13,793,200			$	13,434,990

____________

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

The increase in rates paid on our interest bearing deposits was generally the result of increases in short-term market interest rates since December 31, 2016.

As of ~~September~~June 30, ~~2016~~2017 and December 31, ~~2015,~~2016, there were ~~$363.2~~$259.6 million and ~~$709.9~~$304.5 million, respectively, of deposits exceeding FDIC insurance limits. Accrued interest on deposits was ~~$24.9~~$21.8 million and ~~$15.7~~$18.9 million at ~~September~~June 30, ~~2016~~2017 and December 31, ~~2015,~~2016, respectively.

~~Non-Interest Bearing~~

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 ~~includes~~is primarily comprised of a small portfolio of mortgage-backed securities issued by government agencies and government-sponsored enterprises that are purchased to meet Community Reinvestment Act 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 ~~such~~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 ~~intermediaries~~counterparties to reduce counterparty risk. The CME and the LCH made amendments to their respective rules that resulted in the prospective accounting treatment of certain daily variation margin payments being considered as the legal settlement of the outstanding exposure of the derivative instead of the posting of collateral. The CME rule changes, which became effective in January 2017, result in all variation margin payments on derivatives cleared through the CME being accounted for as legal settlement, while the LCH allows the clearing member institution the option to adopt the rule changes on an individual contract or portfolio basis. As of ~~September~~June 30, ~~2016, $5.6~~2017, $4.6 billion notional of our derivative contracts were cleared on the ~~Chicago Mercantile Exchange~~CME and $0.7 billion were cleared on the ~~London Clearing House. This represents 91.1~~LCH. The derivative contracts cleared through the CME and LCH represent 80.5 percent and 12.5 percent, respectively, of our total notional derivative contracts of ~~$6.1 billion. All derivative contracts~~$5.8 billion at June 30, 2017.

Under this new rule, for derivatives cleared through ~~an exchange require~~the CME, 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. Interest income (expense) related to variation margin on derivatives that are not designated as hedging instruments or are designated as fair value relationships is recognized as a gain (loss) rather than as interest income (expense). Changes in fair value for derivatives not designated as hedging instruments will be presented as realized gains (losses).

Our exposure is limited to the value of the derivative contracts in a gain position less any collateral held and plus any collateral posted. When there is a net negative exposure, we consider our exposure to the counterparty to be zero. At June 30, 2017 and December 31, 2016, we had a net positive exposure (derivative gain positions to us, less collateral held by us and plus collateral posted with ~~the counterparty.~~counterparties) related to derivatives of $38.3 million and $44.6 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.

As of June 30, 2017, LCH was not rated by any of the major rating agencies. However, all derivative counterparties are evaluated internally for credit worthiness. LCH has been deemed by management to have strong liquidity and robust capital levels as of our most recent credit review, and has been assigned our strongest risk rating.

The table below highlights exposure related to our derivative counterparties as of ~~September~~June 30, ~~2016.~~2017.


(Dollars in thousands)	SLM Corporation and Sallie Mae Bank Contracts			SLM Corporation and Sallie Mae Bank Contracts
Exposure, net of collateral	$	47,633
Total exposure, net of collateral				$	38,317
Exposure to counterparties with credit ratings, net of collateral				$	22,883
Percent of exposure to counterparties with credit ratings below S&P AA- or Moody’s Aa3	42.91		%	2.60		%
Percent of exposure to counterparties with credit ratings below S&P A- or Moody’s A3	—		%
Percent of exposure to counterparties with credit ratings below S&P A- or Moody’s Baa				—		%

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 operation and financial condition. Under the FDIC’s regulations implementing the U. S Basel III capital framework 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.

of Common Equity Tier 1, Tier 1 and Total capital to risk-weighted assets and of Tier 1 capital to average assets. The following capital amounts and ratios are based upon the Bank’s assets.


	Actual				“Well Capitalized” Regulatory Requirements					Actual				“Well Capitalized” Regulatory Requirements
(Dollars in thousands)	Amount		Ratio		Amount			Ratio		Amount		Ratio		Amount			Ratio
As of September 30, 2016:
As of June 30, 2017
Common Equity Tier 1 Capital (to Risk-Weighted Assets)	$	1,928,979	12.4	%	$	1,012,748	>	6.5	%	$	2,199,979	12.5	%	$	1,139,897	>	6.5	%
Tier 1 Capital (to Risk-Weighted Assets)	$	1,928,979	12.4	%	$	1,246,459	>	8.0	%	$	2,199,979	12.5	%	$	1,402,950	>	8.0	%
Total Capital (to Risk-Weighted Assets)	$	2,095,397	13.4	%	$	1,558,074	>	10.0	%	$	2,407,976	13.7	%	$	1,753,687	>	10.0	%
Tier 1 Capital (to Average Assets)	$	1,928,979	11.6	%	$	828,962	>	5.0	%	$	2,199,979	11.5	%	$	955,156	>	5.0	%

As of December 31, 2015:
As of December 31, 2016:
Common Equity Tier 1 Capital (to Risk-Weighted Assets)	$	1,734,315	14.4	%	$	781,638	>	6.5	%	$	2,011,583	12.6	%	$	1,038,638	>	6.5	%
Tier 1 Capital (to Risk-Weighted Assets)	$	1,734,315	14.4	%	$	962,017	>	8.0	%	$	2,011,583	12.6	%	$	1,278,323	>	8.0	%
Total Capital (to Risk-Weighted Assets)	$	1,848,528	15.4	%	$	1,202,521	>	10.0	%	$	2,197,997	13.8	%	$	1,597,904	>	10.0	%
Tier 1 Capital (to Average Assets)	$	1,734,315	12.3	%	$	704,979	>	5.0	%	$	2,011,583	11.1	%	$	907,565	>	5.0	%

Capital Management

The Bank seeks to remain “well capitalized” at all times with sufficient capital to support asset growth, operating needs, unexpected credit risks and to protect the interests of depositors and the FDIC - administered Deposit Insurance Fund. The Bank is required by its regulators, the Utah Department of Financial Institutions and the FDIC, to comply with mandated capital ratios. We intend to maintain levels of capital at the Bank that significantly exceed the levels of capital necessary to be

considered “well capitalized” by the FDIC. The Company is a source of strength for the Bank and will provide additional capital if necessary. The Board of Directors and management periodically evaluate the quality of assets, the stability of earnings, and the adequacy of the allowance for loan losses for the Bank. We currently believe that current and projected capital levels are appropriate for ~~2016.~~2017. As our balance sheet continues to grow in ~~2016,~~2017, these ratios will decline but will remain significantly in excess of the capital levels required to be considered “well capitalized” by our regulators. We do not plan to pay dividends on our common stock. We do not intend to initiate share repurchase programs ~~as a means~~ to return capital to shareholders. We only expect to repurchase common stock acquired in connection with taxes withheld as a result of award exercises and vesting under our employee stock-based compensation plans. Our Board of Directors will periodically reconsider these matters.

~~As of January 1, 2015, the~~The Bank ~~was~~is required to comply with U.S. Basel III, which is aimed at increasing both the quantity and quality of regulatory capital and, among other things, establishes Common Equity Tier 1 as a new tier of capital and modifies methods for calculating risk-weighted assets. Certain aspects of U.S. Basel III, including new deductions from and adjustments to regulatory capital and a new capital conservation buffer, are being phased in over several years. The Bank’s Capital Policy requires management to monitor the new capital standards. 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, which will be phased in over three years beginning January 1, 2016: 0.625 percent of risk-weighted assets for 2016, 1.25 percent for 2017, and 1.875 percent for 2018, with the fully phased-in level of greater than 2.5 percent effective as of January 1, 2019. 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, by January 1, 2019, the Bank will be required to maintain the following minimum capital ratios: 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.

U.S. Basel III also revised the capital thresholds for the prompt corrective action framework for insured depository institutions. ~~Effective January 1, 2015, in order to~~To qualify as “well capitalized,” 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.

As of ~~September~~June 30, ~~2016,~~2017, the Bank had a Common Equity Tier 1 risk-based capital ratio of ~~12.4~~12.5 percent, a Tier 1 risk-based capital ratio of ~~12.4~~12.5 percent, a Total risk-based capital ratio of ~~13.4~~13.7 percent and a Tier 1 leverage ratio of ~~11.6~~11.5 percent, which are each ~~well~~ in excess of the current “well capitalized” standard for insured depository institutions. If calculated today based on the fully phased-in U.S. Basel III standards, our ratios would also 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 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 paid no dividends for the ~~three and nine~~six months ended ~~September~~June 30, ~~2016~~2017 and ~~September~~June 30, ~~2015.~~2016. For the foreseeable future, we expect the Bank to only pay dividends to the Company as may be necessary to provide for regularly scheduled dividends payable on the Company’s Series ~~A and Series~~ B Preferred Stock.

Borrowings

Outstanding borrowings consist of unsecured debt and secured borrowings ~~executed~~issued through our term ABS program and our ABCP Facility. The issuing entities for those secured borrowings are VIEs and are consolidated for accounting purposes. The following table summarizes our ~~secured~~ borrowings at ~~September~~June 30, ~~2016~~2017 and December 31, ~~2015,~~2016, respectively.


	September 30, 2016						December 31, 2015						June 30, 2017						December 31, 2016
(Dollars in thousands)	Short-Term		Long-Term		Total		Short-Term		Long-Term		Total
													Short-Term		Long-Term		Total		Short-Term		Long-Term		Total
Unsecured borrowings:
Unsecured debt													$	—	$	196,740	$	196,740	$	—	$	—	$	—
Total unsecured borrowings													—		196,740		196,740		—		—		—
Secured borrowings:
Private Education Loan term securitization	$	—	$	1,577,689	$	1,577,689	$	—	$	579,101	$	579,101
Private Education Loan term securitizations													$	—	$	2,675,491	$	2,675,491	$	—	$	2,167,979	$	2,167,979
ABCP Facility	350,000		—		350,000		500,175		—		500,175		—		—		—		—		—		—
Total secured borrowings													—		2,675,491		2,675,491		—		2,167,979		2,167,979
Total	$	350,000	$	1,577,689	$	1,927,689	$	500,175	$	579,101	$	1,079,276	$	—	$	2,872,231	$	2,872,231	$	—	$	2,167,979	$	2,167,979

On ~~May 26, 2016,~~April 5, 2017, we ~~executed~~issued our $551 million SMB Private Education Loan Trust 2016-A term ABS transaction, which was accounted for as an on-balance sheet secured financing. We retained a 100 percent or $50 million interest in the Class B notes and 100 percentunsecured debt offering of ~~the residual certificates issued in the securitization. $501~~$200 million of ~~Class A notes~~5.125 percent Senior Notes due April 5, 2022 at par. We used the net proceeds from ~~the securitization were sold~~this debt offering to ~~third parties, raising $501 million of gross proceeds. At September 30, 2016, $571 million~~redeem all of our ~~Private Education Loans were encumbered as a result of this transaction.~~

~~On July 21, 2016, we executed our $657 million SMB Private Education Loan Trust 2016-B term ABS transaction, which was accounted~~6.97 percent Series A preferred stock and for as an on-balance sheet secured financing. We retained a 100 percent or $50 million interest in the Class B notes and 100 percent of the residual certificates issued in the securitization. $607 million of Class A notes from the securitization were sold to third parties, raising $607 million of gross proceeds. At September 30, 2016, $692 million of our Private Education Loans were encumbered as a result of this transaction. general corporate purposes.

Borrowed Funds

The Bank maintains discretionary uncommitted Federal Funds lines of credit with various correspondent banks, which totaled ~~$100~~$125 million at ~~September~~June 30, ~~2016.~~2017. The interest rate charged to the Bank on these lines of credit is priced at Fed Funds plus a spread at the time of borrowing, and is payable daily. The Bank did not utilize these lines of credit in the three ~~and nine~~or six months ended ~~September~~June 30, ~~2016 and~~2017 or in the year ended December 31, ~~2015.~~

2016.

The Bank established an account at the FRB to meet eligibility requirements for access to the Primary Credit borrowing facility at the FRB’s Window. The Primary Credit borrowing facility is a lending program available to depository institutions that are in generally sound financial condition. All borrowings at the Window must be fully collateralized. We can pledge to the FRB asset-backed and mortgage-backed securities, as well as FFELP Loans and Private Education Loans, as collateral for borrowings at the Window. Generally, collateral value is assigned based on the estimated fair value of the pledged assets. At ~~September~~June 30, ~~2016~~2017 and December 31, ~~2015,~~2016, the value of our pledged collateral at the FRB totaled $2.5 billion and ~~$1.7~~$2.6 billion, respectively. The interest rate charged to us is the discount rate set by the FRB. We did not utilize this facility in the three ~~and nine~~or six months ended ~~September~~June 30, ~~2016 and~~2017 or in the year ended December 31, ~~2015.~~2016.

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 ~~September~~June 30, ~~2016,~~2017, we had ~~$1.8~~$1.2 billion of outstanding contractual loan commitments which we expect to fund during the remainder of the ~~2016/2017~~2017/2018 academic year. At ~~September~~June 30, ~~2016,~~2017, we had a ~~$1.6~~$0.5 million reserve recorded in “Other Liabilities” to cover expected losses that ~~we conclude are probable to~~may occur during the one year loss emergence period on these unfunded commitments.

Critical Accounting Policies and Estimates

Management’s Discussion and Analysis of Financial Condition and Results of Operations addresses our consolidated financial statements, which have been prepared in accordance with GAAP. A discussion of our critical accounting policies, which include allowance for loan losses, fair value measurement, transfers of financial assets and the VIE consolidation model, and derivative accounting, can be found in our ~~2015~~2016 Form 10-K. There were no significant changes to these critical accounting policies during the ~~third~~second quarter of ~~2016.~~2017. However, related to derivative accounting, in the first quarter of 2017 we changed the accounting treatment of variation margin payments as a result of changes to the rules of certain of our central clearing parties, as described below.

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. Although some of our valuations are more judgmental 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.

The CME and the LCH made amendments to their respective rules that resulted in the prospective accounting treatment of certain daily variation margin payments being considered as the legal settlement of the outstanding exposure of the derivative instead of the posting of collateral. The CME rule changes, which became effective in January 2017, result in all variation margin payments on derivatives cleared through the CME being accounted for as legal settlement, while the LCH allows the clearing member institution the option to adopt the rule changes on an individual contract or portfolio basis. As of June 30, 2017, $4.6 billion notional of our derivative contracts were cleared on the CME and $0.7 billion were cleared on the LCH. The derivative contracts cleared through the CME and LCH represent 80.5 percent and 12.5 percent, respectively, of our total notional derivative contracts of $5.8 billion at June 30, 2017.

Our LCH clearing member institution has elected not to adopt the new rule change. Therefore, there has been no change to the accounting for the derivatives cleared through the LCH, and variation margin payments required to be exchanged based on the fair value of those derivatives remain accounted for as collateral.


Item 3.	Quantitative and Qualitative Disclosures about Market Risk

Interest Rate Sensitivity Analysis

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

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

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

A number of potential interest rate scenarios are simulated using our asset liability management system. The Bank is the primary source of interest rate risk within the Company. ~~The~~At present, the majority of earning assets on the Bank’s ~~assets~~balance sheet are priced off of 1-month LIBOR. Therefore, 1-month LIBOR is considered a core rate in our interest rate risk analysis. ~~Many other~~Other interest rate changes are correlated to changes in 1-month LIBOR, with higher or lower correlations based on historical ~~relationships or on management’s judgment of future~~relationships. In addition, key rates may be modeled with a floor, which indicates how low each specific rate ~~trends.~~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~~plus the resulting changes in other indices correlated accordingly. Interest rate ramps represent a linear ~~increase~~change in 1-month LIBOR over the course of 12 months ~~with~~plus the resulting changes in other indices correlated accordingly.

The following table summarizes the potential effect on earnings over the next 24 months and the potential effect on ~~fair~~market values of balance sheet assets and liabilities at ~~September~~June 30, ~~2016~~2017 and ~~2015,~~2016, based upon a sensitivity analysis performed by management assuming a hypothetical increase or decrease in market interest rates of 100 basis points and a hypothetical increase in market interest rates of 300 basis points while 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 take into account new assets, liabilities, commitments or hedging instruments that may arise in the future.

InWith recent increases in the level of interest rates, it became possible in the first quarter of ~~2016, we made~~2017 to measure meaningfully the impact of a ~~minor change to our~~downward rate shock of 100 basis points. As the results of this interest rate ~~sensitivity model. As~~scenario project a more negative impact to both earnings and to the ~~result~~economic value of ~~an evaluation~~equity than the upward shock of ~~historical data, correlation coefficients between certain short-term~~100 basis points, the results of the downward rate ~~indices to 1-month LIBOR were increased for~~shock of 100 basis points have been reflected in the table below. At today’s levels of interest rates, a 300 basis point downward rate shock does not provide a meaningful indication of interest rate sensitivity. These results indicate a market risk modeling purposes, increasing our measured sensitivity to changes in market rates. These rate indices included the Fed Funds effective rate, Prime rate and the 3-month Treasury rate, among others. We believe using higher coefficients will provide improved modeling accuracy. The most significant impact of this change was the impact on the treatment of our cash balances, which are placed at the FRB as excess deposits, earning the Fed Funds discount rate. This change resulted in aprofile that has changed only slightly ~~higher measure of sensitivity to interest rate changes at September 30, 2016, as measured by the EAR analysis, when compared with~~from the prior ~~year.~~

year’s results.

September 30,

June 30,

2016

2015

2017

2016

+300 Basis

Points

+100 Basis

Points

+300 Basis

Points

+100 Basis

Points

+300

Basis Points

+100

Basis Points

-100

Basis Points

+300

Basis Points

+100

Basis Points

EAR - Shock

+7.2%

+2.3%

+5.6%

+1.8%

+8.2%

+2.7%

-2.6%

+6.9%

+2.2%

EAR - Ramp

+5.0%

+1.6%

+4.6%

+1.4%

+5.1%

+2.4%

-1.7%

+5.8%

+2.1%

EVE

-1.0%

-0.6%

-1.2%

-0.9%

+1.8%

+0.5%

-0.5%

-0.2%

A primary objective in our funding is to manage our sensitivity to changing interest rates by generally funding our assets with liabilities of similar interest rate repricing characteristics. This funding objective is frequently obtained through the use of derivatives. Uncertainty in loan repayment cash flows and the pricing behavior of our non-maturity retail deposits pose

challenges in achieving our interest rate risk objectives. In addition to these considerations, we can have a mismatch in the index (including the frequency of reset) of floating rate debt versus floating rate assets.

As part of its suite of financial products, the Bank offers fixed-rate Private Education Loans. As with other Private Education Loans, the term to maturity is lengthy, and the customer has the option to repay the loan faster than the promissory note requires. Asset securitization ~~provides~~and fixed rate CDs provide intermediate to long-term fixed-rate funding for some of these assets. Additionally, a portion of the fixed-rate loans have been hedged with derivatives, which have been used to convert a portion of variable rate funding to fixed-rate to match the anticipated cash flows of these loans. Any unhedged position arising from the fixed-rate loan portfolio is monitored and modeled to ensure that the interest rate risk does not cause the Company to exceed its policy limits for earnings at risk or for the value of equity at risk.

In the preceding tables, the interest rate sensitivity analysis reflects the heavy balance sheet mix of fully variable LIBOR-based loans, which exceeds the mix of fully variable funding, which ~~in turn~~ includes brokered CDs that have been converted to LIBOR through derivative transactions. The analysis does not anticipate that retail MMDAs or retail savings balances, while relatively sensitive to interest rate changes, will reprice to the full extent of interest rate shocks or ramps. ~~Partially offsetting this asset sensitive position,~~Also considered is (i) the impact of FFELP loans, which receive ~~Floor Income~~floor income in low interest rate environments, and will therefore not reprice fully with interest rate shocks and (ii) the impact of ~~a portion of our~~ fixed-rate loans that have not been fully match-funded through derivative transactions and fixed-rate funding from CDs and asset securitization. An additional consideration, which does not impact the results for the second quarter, is the implementation of a loan cap of 25% on variable rate loans originated on and after September 25, 2016. As of June 30, 2017, there were $1.4 billion of loans with 25% interest rate caps on the balance sheet. The overall slightly asset-sensitive position will generally cause net interest income to increase somewhat ~~over the near term~~ when interest rates ~~rise. Over~~rise, and decrease somewhat when interest rates fall. However, this sensitivity position will fluctuate somewhat during the ~~long term, however,~~year, depending on the ~~EVE sensitivity analysis shows a nearly rate neutral position.~~funding mix in place at the time of the analysis.

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.

Asset and Liability Funding Gap

The table below presents our assets and liabilities (funding) arranged by underlying indices as of ~~September~~June 30, ~~2016.~~2017. 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 our exposure to interest rate risk in the form of basis risk and repricing risk, which is the risk that the different indices may reset at different frequencies or may not move in the same direction or at the same magnitude. (Note that all fixed-rate assets and liabilities are aggregated into one line item, which does not capture the differences in time due to maturity.)


(Dollars in millions) Index	Frequency of Variable Resets	Assets		Funding⁽¹⁾		Funding Gap			Frequency of Variable Resets	Assets		Funding⁽¹⁾		Funding Gap
3-month Treasury bill	weekly	$	144.8	$	—	$	144.8		weekly	$	132.5	$	—	$	132.5
Prime	monthly	6.6		—		6.6			monthly	5.5		—		5.5
3-month LIBOR	quarterly	—		399.2		(399.2		)	quarterly	—		399.2		(399.2		)
1-month LIBOR	monthly	11,272.7		7,218.7		4,054.0			monthly	12,744.1		8,917.8		3,826.3
1-month LIBOR	daily	889.1		—		889.1			daily	834.7		—		834.7
Non-Discrete reset⁽²⁾	daily/weekly	1,493.2		2,655.6		(1,162.4		)	daily/weekly	1,380.7		2,864.9		(1,484.2		)
Fixed Rate⁽³⁾		3,809.6		7,342.5		(3,532.9		)		4,415.8		7,331.4		(2,915.6		)
Total		$	17,616.0	$	17,616.0	$	—			$	19,513.3	$	19,513.3	$	—

______________________


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


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


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

The “Funding Gap” in the above table shows primarily mismatches in the 1-month LIBOR, fixed-rate, 3-month LIBOR and Non-Discrete categories. As changes in 1-month and 3-month LIBOR are generally quite highly correlated, the funding gap associated with 3-month LIBOR is expected to partially offset the 1-month LIBOR gaps. We consider the overall risk to be moderate since the funding in the Non-Discrete bucket is our liquid retail portfolio, which we have significant flexibility to reprice at any time, and the funding in the fixed-rate bucket includes $1.9 billion of equity and $0.5 billion of non-interest bearing liabilities. ~~In addition, the fixed-rate funding position includes $1.3 billion of brokered CDs, which have been swapped to 1-month LIBOR, but do not qualify for hedge accounting.~~

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.

Weighted Average Life

The following table reflects the weighted average lives of our earning assets and liabilities at ~~September~~June 30, ~~2016.~~2017.



	Weighted
	Average
(Averages in Years)	Life
Earning assets
Education loans	~~5.98~~5.60
Personal loans	1.48
Cash and investments	~~0.59~~0.98
Total earning assets	~~5.41~~5.17

Deposits
Short-term deposits	~~0.07~~0.05
Long-term deposits	~~2.35~~2.29
Total deposits	~~0.64~~0.57

Borrowings
Short-term borrowings⁽¹⁾	~~1.40~~—
Long-term borrowings	~~4.33~~4.44
Total borrowings	~~3.80~~4.44

~~_____~~


⁽¹⁾	~~Weighted average life of short-term borrowings assumes full contractual term for repayment through February 23, 2018.~~


Item 4.	Controls and Procedures

Disclosure Controls and Procedures

Our management, with the participation of our principal executive officer and principal financial officer, evaluated the effectiveness of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) as of ~~September~~June 30, ~~2016.~~2017. Based on this evaluation, our principal executive officer and principal financial officer concluded that, as of ~~September~~June 30, ~~2016,~~2017, our disclosure controls and procedures were effective to ensure that information required to be disclosed by us in the reports that we file or submit under the Exchange Act is (a) recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms and (b) accumulated and communicated to our management, including our principal executive officer and principal financial officer as appropriate, to allow timely decisions regarding required disclosure.

Changes in Internal Control over Financial Reporting

No change in our internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) occurred during the fiscal quarter ended ~~September~~June 30, ~~2016~~2017 that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

PART II. OTHER INFORMATION


Item 1.	Legal Proceedings

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 assumed responsibility 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. 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.

For a description of these and other litigation or regulatory proceedings to which we are a party, and for which we have no current updates, see our ~~2015~~2016 Form 10-K.

Regulatory Update

~~At the time of this filing, the Bank remains subject to the FDIC Consent Order and the DOJ Consent Order.~~ On May 13, 2014, the Bank reached ~~a settlement~~settlements with ~~the DOJ regarding compliance issues with the SCRA. At the same time, the Bank reached a settlement with~~(a) the FDIC regarding disclosures and assessments of certain late fees, as well as compliance with the SCRA, and (b) the DOJ regarding compliance with the SCRA. ~~Under~~In connection with the settlements, the Bank became subject to the FDIC Consent Order ~~the Bank paid $3.3 million in fines~~ and ~~oversaw~~ the refund of up to $30 million in late fees, funded by Navient as required by the terms of the Separation and Distribution Agreement, assessed on loans owned or originated by the Bank since its inception in November 2005. The DOJ Consent Order, which was approved by the U.S. District Court for the District of Delaware on September 29, 2014. Under the terms of the Separation and Distribution Agreement, Navient is responsible for funding all liabilities under the regulatory orders and, as of the date hereof, has funded all liabilities other than fines directly levied against the Bank in connection with these matters which the Bank is required to pay.

On March 27, 2017, the Bank received confirmation from the FDIC that effective March 23, 2017, the FDIC terminated the FDIC Consent Order. The termination was issued with no conditions.

~~Under~~The Bank continues to be in full compliance with the DOJ Consent Order, ~~Navient is solely responsible for reimbursing SCRA benefits~~including policy and ~~related compensation on behalf of both its subsidiary, Navient Solutions, Inc., and the Bank.~~

We believe the Bank has complied with all the requirements of the FDIC Consent Order and the DOJ Consent Order. This includes implementing new SCRA policies, procedures and training, updated billing statement disclosures, steps to ensure its third-party service providers are also fully compliant in these regards, and overseeing Navient’s restitution responsibilities. Notwithstanding the CFPB’s assumption of the role of the Bank’s primary consumer compliance regulator in January 2015, the FDIC will continue to monitor the Bank’s improved compliance management system, policies and procedures until it is satisfied the Bank has demonstrated its ability to sustain the enhancements and additions implemented in response to the FDIC Consent Order.procedure updates. Pursuant to the terms of the DOJ Consent Order, the Bank will remain subject to certain DOJ reporting and record-keeping requirements until September 29, 2018.

In May 2014, the Bank received a 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. Two state attorneys general

~~have~~ provided the Bank identical CIDs and ~~others~~other state attorneys general have become involved in the inquiry over time. To the extent requested, ~~we have~~the Bank has been cooperating fully with the CFPB and the attorneys general but ~~are~~is not in a position at this time to predict the duration or outcome of ~~the investigation.~~these matters. Given the timeframe covered by ~~this demand~~the CIDs and the focus on practices and procedures previously conducted by Navient and its servicing subsidiaries prior to the Spin-Off, as contemplated by the Separation and Distribution Agreement relating to, and the structure of, the Spin-Off, Navient is leading the response to ~~this investigation~~these

investigations, is legally responsible for, and has accepted responsibility ~~for~~to indemnify the Company against, all costs, expenses, losses orand remediation that may arise from ~~this investigation.~~these matters. Additionally, on January 18, 2017, the Illinois Attorney General filed a separate lawsuit against Navient - its subsidiaries Navient Solutions, Inc., Pioneer Credit Recovery, Inc., and General Revenue Corporation - and the Bank arising out of the aforementioned multi-state investigation of various lending, servicing, and collection practices. As contemplated by the Separation and Distribution Agreement relating to, and the structure of, the Spin-Off, Navient is legally responsible for, and has accepted responsibility to indemnify the Company against, all costs, expenses, losses and remediation that may arise from these matters.

On July 10, 2017, the CFPB released its final rule imposing limitations on the use of pre-dispute arbitration clauses and prohibiting the use of class action waivers in various consumer financial products, including private education loans. The rule also provides for the reporting of arbitration proceedings to the CFPB and for related record keeping requirements. The rule will be applicable to all agreements for consumer financial products entered into 240 days or more after publication of the rule. Consequently, our existing student loan portfolio is not impacted. We will be taking steps to revise our promissory notes to comply with the rule. As a consequence of the rule, in coming years we may experience a possible increase in litigation defense costs and settlements.

Item 1A. Risk Factors

Our business activities involve a variety of risks. ~~In addition to the risk factor below, readers~~Readers should carefully consider the risk factors disclosed in Item 1A. “Risk Factors” of our ~~2015~~2016 Form 10-K.

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

Since 2010, both the number of bills introduced in the United States Congress to promote Federal financing for consolidation or refinancing of existing student loans, as well as the number of lenders offering similar products, have increased. To date, we have experienced no significant increase in consolidation or refinancing of our existing Private Education Loans. We believe the design of our products, with emphasis on rigorous underwriting, credit-worthy cosigners and variable interest rates, creates sustainable, competitive loan products. However, a prolonged introduction of significant amounts of subsidized funding into the Private Education Loan market at below market interest rates - whether from Federal or private sources - could increase the prepayment rates of our existing Private Education Loans and have a material adverse effect on our business, results of operations and cash flows.

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

Share Repurchases

The following table provides information relating to our purchase of shares of our common stock in the three months ended ~~September~~June 30, ~~2016.~~2017.

(In thousands, except per share data)
Total Number
of Shares
Purchased⁽¹⁾

Average Price
Paid per
Share

Total Number of
Shares Purchased
as Part of Publicly
Announced Plans
or Programs⁽²⁾

Approximate Dollar
Value
of Shares That
May Yet Be
Purchased Under
Publicly Announced
Plans or
Programs⁽²⁾
Period:
July 1 - July 31, 2016 186,943
$ 7.08
—
—
August 1 - August 31, 2016 127,611
$ 7.30
—
—
September 1 - September 30, 2016 56,611
$ 7.47
—
—
Total third-quarter 2016 371,165
$ 7.22
—



(In thousands, except per share data)	Total Number of Shares Purchased⁽¹⁾	Average Price Paid per Share		Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs⁽²⁾	Approximate Dollar Value of Shares That May Yet Be Purchased Under Publicly Announced Plans or Programs⁽²⁾
Period:
April 1 - April 30, 2017	809	$	12.50	—	—
May 1 - May 31, 2017	90	$	12.76	—	—
June 1 - June 30, 2017	82	$	10.94	—	—
Total second-quarter 2017	981	$	12.39	—

_________


⁽¹⁾	All shares purchased are the 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 and restricted stock units.


⁽²⁾	At the present time, the Company does not have a publicly announced share repurchase plan or program.

The closing price of our common stock on the ~~NASDAQ~~Nasdaq Global Select Market on ~~September~~June 30, ~~2016~~2017 was ~~$7.47.~~$11.50.


Item 3.	Defaults Upon Senior Securities

Nothing to report.


Item 4.	Mine Safety Disclosures

Not applicable.


Item 5.	Other Information

Nothing to report.


Item 6.	Exhibits

The following exhibits are furnished or filed, as applicable:



10.1†	Form of SLM Corporation 2012 Omnibus Incentive Plan, Independent Director Restricted Stock Agreement - 2017.

12.1	Computation of Ratio of Earnings to Fixed Charges and Preferred Stock Dividends.

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

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

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

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

101.INS	XBRL Instance Document.

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.

__________


†	Management Contract or Compensatory Plan or Arrangement

SIGNATURES

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




SLM CORPORATION (Registrant)

By:		/S/ STEVEN J. MCGARRY
	Steven J. McGarry Executive Vice President and Chief Financial Officer (Principal Financial Officer)

Date: ~~October~~July 19, ~~2016~~2017

7579



	Three Months Ended September 30, 2016						Three Months Ended September 30, 2015
	Modified Loans⁽¹⁾		Charge-offs		Payment- Default		Modified Loans⁽¹⁾		Charge-offs		Payment- Default

TDR Loans	$	116,419	$	5,925	$	23,326	$	49,975	$	3,456	$	16,719



	Nine Months Ended September 30, 2016						Nine Months Ended September 30, 2015
	Modified Loans⁽¹⁾		Charge-offs		Payment- Default		Modified Loans⁽¹⁾		Charge-offs		Payment- Default

TDR Loans	$	270,266	$	16,357	$	70,401	$	189,066	$	5,845	$	29,895