SLM Corp 10-K

Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations The following discussion and analysis should be read in conjunction with our consolidated financial statements and related notes included elsewhere in this Annual Report on Form 10-K. This discussion and analysis also contains forward-looking statements and should be read in conjunction with the disclosures and information contained in “Forward-Looking and Cautionary Statements” and Part I, Item 1A. “Risk Factors” in this Annual Report on Form 10-K. Through this discussion and analysis, we intend to provide the reader with some narrative context for how our management views our consolidated financial statements, additional context within which to assess our operating results, and information on the quality and variability of our earnings, liquidity, and cash flows. Impact of COVID-19 on Sallie Mae The COVID-19 crisis was unprecedented and has had a significant impact on the economic environment globally and in the U.S. On April 10, 2023, President Biden signed into law a joint resolution that immediately terminated the COVID-19 national emergency. On June 3, 2023, President Biden signed into law the Fiscal Responsibility Act of 2023, and as a result, the U.S. Department of Education announced the end of its COVID-19 student loan forbearance program. Beginning on September 1, 2023, interest accrual on federal student loans resumed and in October 2023, payments by federal student loan borrowers resumed. There still remains some uncertainty as to the length and breadth of the COVID-19 impact to the U.S. economy and, consequently, on us. Overview The following discussion and analysis presents a review of our business and operations as of and for the year ended December 31, 2023. Key Financial Measures Set forth below are brief summaries of our key financial measures. Our operating results are primarily driven by net interest income from our Private Education Loan portfolio, gains and losses on loan sales, provision expense for credit losses, and operating expenses. The growth of our business and the strength of our financial condition are primarily driven by our ability to achieve our annual Private Education Loan origination goals while sustaining credit quality and maintaining cost-efficient funding sources to support our originations. Net Interest Income Most of our earnings are generated from the interest income earned on assets in our education loan portfolios, net of the interest expense we pay on the funding for those loans. We report these earnings as net interest income. We also often refer to the net interest margin, which is the net interest yield earned on our interest-earning assets less the rate paid on our related interest-bearing liabilities. The majority of our interest income comes from our Private Education Loan portfolio. FFELP Loans have a lower net interest yield and carry lower risk than Private Education Loans, as a result of the federal government guarantee supporting FFELP Loans. Loan Sales and Secured Financings We may sell loans to third parties through whole loan sales, securitizations, or other similar transactions. We typically retain servicing of loans subsequent to their sale and earn revenue for this servicing at prevailing market rates for such services. Selling loans removes the loan assets from our balance sheet and helps us manage our asset growth, capital, and liquidity needs. Alternatively, we may use loans as collateral in connection with the creation of asset-backed securitizations or secured funding facilities structured as financings. These types of transactions may provide us long-term financing, but they do not remove loan assets from our balance sheet, nor do they generate gains on sales of loans, net. Consequently, our operating results may be significantly affected by whether we choose to sell loans and recognize current gains on sale or continue to hold or finance loans, thereby retaining some or all the net interest income from those loans. In 2023, we recognized $164 million in gains from the sale of approximately $3.15 billion of our Private Education Loans, including $2.93 billion of principal and $226 million in capitalized interest, to an unaffiliated third party. For additional information, see Notes to Consolidated Financial Statements, Note 5, “Loans Held for Investment.” 2023 Form 10-K — SLM CORPORATION 47 Allowance for Credit Losses Management estimates and maintains an allowance for credit losses for the lifetime expected credit losses on loans in our portfolios, as well as for future loan commitments, at the reporting date. See “ — Critical Accounting Policies and Estimates — Allowance for Credit Losses.” Allowances for credit losses are an important indicator of management’s perspective on the future performance of a loan portfolio. Each quarter, management makes an adjustment to the allowance for credit losses to reflect its most up-to-date estimate of future losses by recording a charge against quarterly revenues known as provision expense. As they occur, actual loan charge-offs and recoveries are then charged or credited, respectively, against the allowance for credit losses rather than against earnings. The allowance for credit losses and provision expense rise in periods of high loan origination, when future charge-offs are expected to increase, and fall when future charge-offs are expected to decline. We bear the full credit exposure on our Private Education Loans. Losses on our Private Education Loans are affected by risk characteristics such as loan status (in-school, grace, forbearance, repayment, and delinquency), loan seasoning (number of months in active repayment), underwriting criteria (e.g., credit scores), presence of a cosigner, servicing and collections practices, and the current economic environment. See “CREDIT RISK - Defaults on our loans, particularly Private Education Loans, could adversely affect our business, financial condition, results of operations, and/or cash flows . ” in Part I, Item 1A. “Risk Factors” for additional information. Losses typically emerge once a borrower separates from school and enters full principal and interest repayment after the borrower’s grace period (six months, typically) ends. As a larger proportion of our Private Education Loan portfolio enters full principal and interest repayment in the coming years, we would expect the amount of charge-offs to increase. Our allowance for credit losses for FFELP Loans and related periodic provision expense are small because we generally bear a maximum of three percent loss exposure due to the federal guarantee on such loans. We maintain an allowance for credit losses for our FFELP Loans at a level sufficient to cover lifetime expected credit losses. Charge-Offs and Delinquencies Delinquencies are another important indicator of potential future credit performance. Private Education Loans are charged off at the end of the month in which they reach 120 days delinquent or otherwise when the loans are classified as a loss by us or our regulator. Charge-off data provides relevant information with respect to the actual performance of a loan portfolio over time. Management focuses on delinquencies as well as the progression of loans from early to late stage delinquency as a key metric in estimating the allowance for credit losses and tailoring its future collections strategies. We sell a segment of defaulted loans immediately after charge-off, and use in-house collectors and third-party collectors to collect on retained defaulted loans. Operating Expenses The cost of operating our business directly affects our profitability. We strive to manage growth in our business in a prudent fashion by focusing on investments to improve efficiency. We monitor and report internally various metrics, including cost to acquire and cost to service our loans (which include both owned and serviced loans), among others. The cost to acquire is affected by such variables as technology, personnel, and marketing costs. Servicing expenses primarily include compensation and benefit expenses related to our collections, customer support, and payment processing employees, and technology costs and other expenses associated with facilitating and servicing borrowers. Costs to service can vary period to period based upon seasonality and borrower payment status. The cost to service a delinquent borrower is significantly higher than the cost to service a current or in-school borrower. Private Education Loan Originations Private Education Loans are the principal asset on our balance sheet, and the amount of new Private Education Loan originations we generate each year is a key indicator of the trajectory of our business, including our future earnings and asset growth. Funding Sources Deposits We utilize brokered, retail, and other core deposits to meet funding needs and enhance our liquidity position. These deposits can be term or liquid deposits. Our term brokered deposits have terms from three months to ten years. Retail deposits are sourced through a direct banking platform and serve as an important source of diversified funding. Brokered deposits are sourced through a network of brokers and provide a stable source of funding. In addition, we accept certain 48 SLM CORPORATION — 2023 Form 10-K deposits considered non-brokered that are held in large accounts structured to allow FDIC insurance to flow through to underlying individual depositors. We diversify our funding sources with deposits from Educational 529 savings plans and Health Savings plans. These and other large omnibus accounts, aggregating the deposits of many individual depositors, represented $7.6 billion of our deposit totals as of December 31, 2023. Loan Securitizations We have diversified our funding sources by issuing term ABS and by entering into the Secured Borrowing Facility. Term ABS financing provides long-term funding for our Private Education Loan portfolio at attractive interest rates and at terms that effectively match the average life of the assets. Loans associated with these transactions will remain on our balance sheet if we retain the residual interest in the related trusts. The Secured Borrowing Facility provides an extremely flexible source of funds that can be drawn upon on short notice to meet funding needs within the Bank. Borrowings under our Secured Borrowing Facility are accounted for as secured financings. LIBOR Transition Following announcements by the UKFCA, which regulates LIBOR, and ICE Benchmark Administration Limited, the administrator of LIBOR, publication of 1-week and 2-month USD LIBOR and all tenors for other currencies ceased after December 31, 2021. Publication of the remaining USD settings ceased after June 30, 2023 (the “LIBOR Cessation Date”). In 2020, we launched a formal cross-functional replacement project with the goal of ensuring a smooth transition to a replacement index for our LIBOR-based assets and obligations with minimal negative impact on our customers, investors, and the Company’s business, financial condition, and results of operations. In 2020, we began accepting certain deposits based on SOFR. In the second quarter of 2021, we began issuing variable-rate Private Education Loans that are indexed to SOFR. In May 2022, we renewed the Secured Borrowing Facility with an index based on SOFR and, in the third quarter of 2022, we began issuing ABS that are indexed to SOFR. In the second quarter of 2023, our derivatives were transitioned by the CME and LCH into instruments on which the LIBOR coupon remained in effect until the first repricing date after the LIBOR Cessation Date. In the third quarter of 2023, all our remaining assets, liabilities, and off-balance sheet items referencing LIBOR transitioned to reference SOFR plus the applicable spread adjustment on their respective first repricing dates after the LIBOR Cessation Date. These items were comprised of Private Education Loans originated before April 2021, deposits, variable-rate ABS, derivatives, as well as our Series B Preferred Stock. Approximately $76 million of our variable-rate ABS (those issued before November 2017) did not have fallback provisions for an alternative reference rate and we relied upon the safe harbors provided by federal legislation to transition these ABS rates from LIBOR to SOFR. See Part I, Item 1A. “Risk Factors - INTEREST RATE RISK” in this Form 10-K for additional discussion regarding the risks associated with the transition from LIBOR. Strategic Imperatives To further focus our business and increase shareholder value, we continue to advance our strategic imperatives. Our focus remains on maximizing the profitability and growth of our core private student loan business, while harnessing and optimizing the power of our brand and attractive client base. In addition, we continue to seek to better inform the external narrative about student lending and Sallie Mae. We also strive to maintain a rigorous and predictable capital allocation and return program to create shareholder value. We are focused on driving a mission-led culture that continues to make Sallie Mae a great place to work. We also continue to strengthen our risk and compliance functions, enhance and build upon our risk management framework, and assess and monitor enterprise-wide risk. During 2023, we made the following progress on the above corporate strategic imperatives. Acquisition of Scholly On July 21, 2023, we completed the previously announced acquisition of several key assets of Scholly, which is engaged in the business of operating as a scholarship publishing and servicing platform, comprised of websites and mobile application search products that offer custom recommendations for post-secondary scholarships for students, their families, and others as well as related services for scholarship providers. The addition of Scholly assets will support our mission of providing students with the confidence needed to successfully navigate the higher education journey. For additional information on this transaction, see Notes to Consolidated Financial Statements, Note 2, “Significant Accounting Policies — Business Combinations,” and Note 10, “Goodwill and Acquired Intangible Assets” in this Form 10-K. 2023 Form 10-K — SLM CORPORATION 49 2023-A Securitization On March 15, 2023, we executed our $579 million SMB Private Education Loan Trust 2023-A term ABS transaction, which was accounted for as a secured financing. We sold $579 million of notes to third parties and retained a 100 percent interest in the residual certificates issued in the securitization, raising approximately $572 million of gross proceeds. The Class A and Class B notes had a weighted average life of 5.06 years and priced at a weighted average SOFR equivalent cost of SOFR plus 1.53 percent. 2023-C Securitization On August 16, 2023, we executed our $568 million SMB Private Education Loan Trust 2023-C term ABS transaction, which was accounted for as a secured financing. We sold $568 million of notes to third parties and retained a 100 percent interest in the residual certificates issued in the securitization, raising approximately $568 million of gross proceeds. The Class A and Class B notes had a weighted average life of 4.93 years and priced at a weighted average SOFR equivalent cost of SOFR plus 1.69 percent. 2023 Loan Sales and 2023-B and 2023-D Transactions In 2023, we recognized $164 million in gains from the sale of approximately $3.15 billion of our Private Education Loans, including $2.93 billion of principal and $226 million in capitalized interest, to an unaffliated third party. The transactions qualified for sale treatment and removed the balance of the loans from our balance sheet on the respective settlement dates. We remained the servicer of these loans pursuant to applicable servicing agreements executed in connection with the sales. For additional information regarding these transactions, see Notes to Consolidated Financial Statements, Note 5, “Loans Held for Investment” and Note 12, “Borrowings - Unconsolidated VIEs” in this Form 10-K. Secured Borrowing Facility On May 16, 2023, we amended our Secured Borrowing Facility to extend the maturity of the facility. The amount that can be borrowed under the facility is $2 billion. We hold 100 percent of the residual interest in the Secured Borrowing Facility trust. Under the Secured Borrowing Facility, we incur financing costs on unused borrowing capacity and on outstanding advances. The amended Secured Borrowing Facility extended the revolving period, during which we may borrow, repay, and reborrow funds, until May 15, 2024. The scheduled amortization period, during which amounts outstanding under the Secured Borrowing Facility must be repaid, ends on May 15, 2025 (or earlier, if certain material adverse events occur). Sale of Credit Card Loan Portfolio In May 2023, we sold our Credit Card loan portfolio to a third party. This transaction qualified for sale treatment and removed the balance of the loans from our balance sheet on the settlement date. We recorded a loss of $4 million related to the sale in the second quarter of 2023. Share Repurchases under our Rule 10b5-1 Trading Plans During the year ended December 31, 2023, we repurchased 22 million shares of our common stock at a total cost of $349 million under Rule 10b5-1 trading plans authorized under our share repurchase programs. See “Item 1. Business — Human Capital Resources and Talent Development” for a discussion regarding our mission-led culture. 50 SLM CORPORATION — 2023 Form 10-K Results of Operations We present the results of operations below on a consolidated basis in accordance with GAAP. GAAP Consolidated Statements of Income Years ended December 31, (dollars in millions, except per share amounts) Increase (Decrease) 2023 vs. 2022 2022 vs. 2021 2023 2022 2021 $ % $ % Interest income: Loans $ 2,327 $ 1,915 $ 1,757 $ 412 22 % $ 158 9 % Investments 51 35 14 16 46 21 150 Cash and cash equivalents 214 82 6 132 161 76 1,267 Total interest income 2,592 2,032 1,777 560 28 255 14 Total interest expense 1,030 543 382 487 90 161 42 Net interest income 1,562 1,489 1,395 73 5 94 7 Less: provisions for credit losses 345 633 (33) (288) (45) 666 2,018 Net interest income after provisions for credit losses 1,217 855 1,428 362 42 (573) (40) Non-interest income: Gains on sales of loans, net 160 328 548 (168) (51) (220) (40) Gains (losses) on securities, net 3 (60) 39 63 105 (99) (254) Other income 84 67 45 17 25 22 49 Total non-interest income 247 335 632 (88) (26) (297) (47) Non-interest expenses: Total operating expenses 619 551 519 68 12 32 6 Acquired intangible assets impairment and amortization expense 66 8 — 58 725 8 100 Restructuring expenses — — 1 — — (1) (100) Total non-interest expenses 685 559 520 126 23 39 8 Income before income tax expense 778 631 1,540 147 23 (909) (59) Income tax expense 197 162 380 35 22 (218) (57) Net income 581 469 1,160 112 24 (691) (60) Preferred stock dividends 18 9 4 9 100 5 125 Net income attributable to SLM Corporation common stock $ 564 $ 460 $ 1,156 $ 104 23 % $ (696) (60) % Basic earnings per common share $ 2.44 $ 1.78 $ 3.67 $ 0.66 37 % $ (1.89) (51) % Diluted earnings per common share $ 2.41 $ 1.76 $ 3.61 $ 0.65 37 % $ (1.85) (51) % Declared dividends per common share $ 0.44 $ 0.44 $ 0.20 $ — — % $ 0.24 120 % 2023 Form 10-K — SLM CORPORATION 51 GAAP Consolidated Earnings Summary Year Ended December 31, 2023 Compared with Year Ended December 31, 2022 For the year ended December 31, 2023, net income was $581 million, or $2.41 diluted earnings per common share, compared with net income of $469 million, or $1.76 diluted earnings per common share, for the year ended December 31, 2022. The year-over-year increase was primarily attributable to less provisions for credit losses and an increase in total net interest income and other income, which were offset by decreases in gains on sales of loans, net, and higher operating expenses. The primary contributors to each of the identified drivers of change in net income for the current year period compared with the year-ago period are as follows: • Net interest income in 2023 increased by $73 million compared with the year-ago period primarily due to a $375 million increase in average Private Education Loans and FFELP Loans outstanding and a 19-basis point increase in our net interest margin. Our net interest margin increased in the current period from the year-ago period because of the dramatic increase in interest rates over the past year. When interest rates rise, the yield on our interest-earning assets typically increases faster than our cost of funds. As such, as rates increased in 2023, we saw our net interest margin increase. • Provision for credit losses in 2023 was $345 million, compared with $633 million in the year-ago period. During 2023, the provision for credit losses was primarily affected by new loan commitments, net of expired commitments, slower prepayment rates, management overlays, and changes in economic outlook, which were partially offset by $205 million in negative provisions recorded as a result of the approximately $3.15 billion in Private Education Loan sales during 2023 and an increase in recovery rates (as a result of the change in our defaulted loan recovery process). In the year-ago period, the provision for credit losses was primarily affected by new loan commitments made during the period, slower than expected prepayment rates, and additional management overlays, which were partially offset by negative provisions recorded related to $3.34 billion in Private Education Loans sold in 2022 and the adoption of a new loss model that included a reduction in the long-term estimate of losses after the reasonable and supportable period. Management overlays increased in 2022 due to several factors, including additional provisions for our expectation of higher future loan losses related to the previously announced credit administration practices changes we implemented in 2021, “gap year” loans, a shortage and lack of tenured collections staff, and other operational challenges we experienced in 2022. • Gains on sales of loans, net, were $160 million in 2023, compared with $328 million in the year-ago period. The decrease in gains on sales of loans was primarily the result of selling approximately $3.15 billion of Private Education Loans in 2023, compared with the sale of approximately $3.34 billion of Private Education Loans in the year-ago period, and lower sales premiums received in 2023 compared to the year-ago period, which were attributable to higher interest rates in 2023. We also sold our Credit Card loan portfolio in May 2023 and recorded a $4 million loss on the sale in 2023. • Gains (losses) on securities, net, were $3 million in gains in 2023, compared with a net loss of $60 million in the year-ago period. The gains on securities, net, in 2023 were related to the changes in mark-to-fair value of our trading investments. During 2022, we determined that an investment in non-marketable equity securities was impaired. As such, we wrote down the value by $60 million in 2022 based upon an estimate of the value of these securities. • Other income was $84 million in 2023, compared with $67 million in the year-ago period. The increase in other income compared with the year-ago period was primarily the result of a $13 million increase in third-party servicing fees from the year-ago period and a $2 million increase in Private Education Loan late fees compared with the year-ago period. • For the year ended December 31, 2023, total operating expenses were $619 million, compared with $551 million in the year-ago period. The increase in total operating expenses was primarily driven by higher personnel costs, initiative spending, and higher FDIC assessment fees, which were partially offset by lower Credit Card portfolio expenses as a result of the sale of the portfolio. • In 2023, we recorded $66 million in impairment and amortization of acquired intangible assets, compared with $8 million in the year-ago period. During the fourth quarter of 2023, we recorded an impairment of $56 million as a result of a write-down of the value of the Nitro trade name and trademarks intangible assets. This write-down occurred because we plan to discontinue the use of the Nitro trade name and trademarks in 2024 and transition the related branding to the Sallie and Sallie Mae brands and platforms. In 2023, we recorded $10 million in amortization expense of acquired intangible assets, compared to $8 million in the year-ago period. The increase 52 SLM CORPORATION — 2023 Form 10-K in amortization expense is related to our acquisition of several key assets of Scholly in the third quarter of 2023. For additional information, see Notes to Consolidated Financial Statements, Note 10, “Goodwill and Acquired Intangible Assets” in this Form 10-K. • Income tax expense for the year ended December 31, 2023 was $197 million, compared with $162 million in the year-ago period. The effective tax rate decreased in 2023 to 25.3 percent from 25.6 percent in the year-ago period. The decrease in the effective rate for 2023 was primarily attributable to an increase in tax credits utilized in the year. Year Ended December 31, 2022 Compared with Year Ended December 31, 2021 For the year ended December 31, 2022, net income was $469 million, or $1.76 diluted earnings per common share, compared with net income of $1.16 billion, or $3.61 diluted earnings per common share, for the year ended December 31, 2021. The year-over-year decrease was primarily attributable to higher provisions for credit losses, decreases in gains on sales of loans, net, and other income, and higher operating expenses, which were offset by an increase in total net interest income. The primary contributors to each of the identified drivers of change in net income for 2022 compared with 2021 are as follows: • Net interest income in 2022 increased by $94 million compared with 2021 primarily due to a 50-basis point increase in our net interest margin, which more than offset a $922 million reduction in average interest-earning assets. Our net interest margin increased in 2022 from 2021 because of a combination of factors, including an $855 million reduction in low-yielding average cash and other short-term investments, and a $367 million increase in average taxable securities. Historically, the yields on interest-earnings assets reprice more quickly than our cost of funds. As such, as rates increased in 2022, the yields on our interest-earning assets increased 111 basis points, while the cost of our interest-bearing liabilities only increased 63 basis points, compared with 2021. The higher level of cash and other short-term investments in 2021 was primarily the result of $4.2 billion in Private Education Loan sales that occurred in 2021. • Provision for credit losses in 2022 was $633 million, compared with a negative provision of $33 million in 2021. During 2022, the provision for credit losses was primarily affected by new loan commitments made during the period, slower prepayment rates, and additional management overlays, which were partially offset by negative provisions recorded related to $3.34 billion in Private Education Loans sold in 2022, and the adoption of a new loss model that included a reduction in the long-term estimate of losses after the reasonable and supportable period. Management overlays increased in 2022 due to several factors, including additional provisions for our expectation of higher future loan losses related to the previously announced credit administration practices changes we implemented in 2021, “gap year” loans, a shortage and lack of tenured collections staff, and other operational challenges we experienced in 2022. “Gap year” loans refer to loans to borrowers who took a “gap year” during the COVID-19 pandemic and entered full principal and interest repayment status starting in late 2021 and early 2022. Losses on these “gap year” loans were higher than expected and contributed to the higher provision expense recorded in 2022 to cover the higher-than-expected losses. In 2021, the provision for credit losses was favorably affected by improved economic forecasts in 2021 and faster prepayments speeds. In addition, during the first quarter of 2021, we increased our estimates of future prepayment speeds during both the two-year reasonable and supportable period as well as the remaining term of the underlying loans. The faster estimated prepayment speeds reflected the significant improvement in economic forecasts as well as the implementation of an updated prepayment speed model in the first quarter of 2021. • Gains on sales of loans, net, were $328 million in 2022, compared with $548 million in 2021. Higher interest rates in 2022 compared with 2021 resulted in the amount the buyers were willing to pay on our loans in 2022 to decrease compared with 2021. The decrease in gains on sales of loans, net, also was the result of $90 million less in Private Education Loan sales in 2022 when compared with 2021. • Gains (losses) on securities, net, was a loss of $60 million in 2022, compared with a gain of $39 million in 2021. During 2022, we determined that an investment in non-marketable equity securities was impaired. As such, we wrote down the value based upon an estimate of the value of these securities. The gain recorded in 2021 was primarily the result of a $35 million increase in the valuation of the same non-marketable securities. • Other income was $67 million in 2022, compared with $45 million in 2021. Other income in 2021 was negatively affected by a $5 million reduction in the tax indemnification receivable related to uncertain tax positions and by a $3 million loss from fees related to the redemption of $200 million of our 5.125 percent unsecured senior notes 2023 Form 10-K — SLM CORPORATION 53 due in April 2022. Also, in the year ended December 31, 2022, we recorded a $10 million increase in third-party servicing fees and a $4 million increase in Private Education Loan late fees versus 2021. • For the year ended December 31, 2022, total operating expenses were $551 million, compared with $519 million in 2021. The increase in total operating expenses was primarily driven by transaction costs related to our acquisition of Nitro, higher personnel costs, and initiative spending. • In 2022, we recorded $8 million in amortization of acquired intangible assets related to our acquisition of Nitro in the first quarter of 2022. For additional information, see Notes to Consolidated Financial Statements, Note 10, “Goodwill and Acquired Intangible Assets” in this Form 10-K. • Income tax expense for the year ended December 31, 2022 was $162 million, compared with $380 million in 2021. The effective tax rate increased in 2022 to 25.6 percent from 24.7 percent in 2021. The increase in the effective rate for 2022 was primarily due to an increase in the valuation allowance against future tax benefits, and lower-than-expected tax credits in 2022. Non-GAAP “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 non-GAAP “Core Earnings.” The difference between our non-GAAP “Core Earnings” and GAAP results for periods presented generally is driven by the unrealized, mark-to-fair value gains (losses) on derivative contracts recognized in GAAP, but not in non-GAAP “Core Earnings.” Non-GAAP “Core Earnings” recognizes the difference in accounting treatment based upon whether a derivative qualifies for hedge accounting treatment. We enter into derivative instruments to economically hedge interest rate and cash flow risk associated with our portfolio. We believe that our derivatives are effective economic hedges and, as such, are a critical element of our interest rate risk management strategy. Those derivative instruments that qualify for hedge accounting treatment have their related cash flows recorded in interest income or interest expense along with the hedged item. Some of our derivatives do not qualify for hedge accounting treatment and the stand-alone derivative must be marked-to-fair value in the income statement with no consideration for the corresponding change in fair value of the hedged item. These gains and losses, recorded in “Gains (losses) on derivatives and hedging activities, net,” are primarily caused by interest rate volatility and changing credit spreads during the period as well as the volume and term of derivatives not receiving hedge accounting treatment. Cash flows on derivative instruments that do not qualify for hedge accounting are not recorded in interest income and interest expense; they are recorded in non-interest income: “Gains (losses) on derivatives and hedging activities, net.” The adjustments required to reconcile from our non-GAAP “Core Earnings” results to our GAAP results of operations, net of tax, relate to differing treatments for those derivative instruments used to hedge our economic risks that do not qualify for hedge accounting treatment. The amount recorded in “Gains (losses) on derivatives and hedging activities, net” includes (i) the accrual of the current payment on the interest rate swaps that do not qualify for hedge accounting treatment, and (ii) the change in fair values related to future expected cash flows for derivatives that do not qualify for hedge accounting treatment. For purposes of non-GAAP “Core Earnings,” we include in GAAP earnings the current period accrual amounts (interest reclassification) on the swaps and exclude the change in fair values for those derivatives not qualifying for hedge accounting treatment. Non-GAAP “Core Earnings” is meant to represent what earnings would have been had these derivatives qualified for hedge accounting and there was no ineffectiveness. Non-GAAP “Core Earnings” are not a substitute for reported results under GAAP. We provide a non-GAAP “Core Earnings” basis of presentation because (i) earnings per share computed on a non-GAAP “Core Earnings” basis is one of several measures we utilize to evaluate management performance and allocate corporate resources, 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 non-GAAP “Core Earnings” basis of presentation differs from GAAP in the way it treats derivatives as described above. The following table shows the amount in “Gains (losses) on derivatives and hedging activities, net” that relates to the interest reclassification on the derivative contracts. There were no gains (losses) on derivative and hedging activities in the year ended December 31, 2023. 54 SLM CORPORATION — 2023 Form 10-K Years Ended December 31, (dollars in thousands) 2023 2022 2021 Unrealized gains (losses) on instruments not in a hedging relationship $ — $ (248) $ (23,216) Interest reclassification — 243 23,360 Gains on derivatives and hedging activities, net $ — $ (5) $ 144 The following table reflects adjustments associated with our derivative activities. Years Ended December 31, (dollars in thousands, except per share amounts) 2023 2022 2021 Non-GAAP “Core Earnings” adjustments to GAAP: GAAP net income $ 581,391 $ 469,014 $ 1,160,513 Preferred stock dividends 17,705 9,029 4,736 GAAP net income attributable to SLM Corporation common stock $ 563,686 $ 459,985 $ 1,155,777 Adjustments: Net impact of derivative accounting (1) — 248 23,216 Net tax expense (2) — 60 5,615 Total non-GAAP “Core Earnings” adjustments to GAAP — 188 17,601 Non-GAAP “Core Earnings” attributable to SLM Corporation common stock $ 563,686 $ 460,173 $ 1,173,378 GAAP diluted earnings per common share $ 2.41 $ 1.76 $ 3.61 Derivative adjustments, net of tax — — 0.06 Non-GAAP “Core Earnings” diluted earnings per common share $ 2.41 $ 1.76 $ 3.67 (1) Derivative Accounting: Non-GAAP “Core Earnings” exclude periodic unrealized gains and losses caused by the mark-to-fair value valuations on derivatives that do not qualify for hedge accounting treatment under GAAP, but include current period accruals on the derivative instruments. Under GAAP, for our derivatives held to maturity, the cumulative net unrealized gain or loss over the life of the contract will equal $0. (2) Non-GAAP “Core Earnings” tax rate is based on the effective tax rate at the Bank, where the derivative instruments are held. 2023 Form 10-K — SLM CORPORATION 55 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. Years ended December 31, (dollars in thousands) 2023 2022 2021 Balance Rate Balance Rate Balance Rate Average Assets Private Education Loans $ 21,039,701 10.86 % $ 20,576,737 9.14 % $ 20,968,061 8.25 % FFELP Loans 574,218 7.19 662,194 4.62 718,186 3.43 Credit Cards 11,096 14.02 28,547 5.10 14,982 4.67 Taxable securities 2,543,586 2.00 2,509,215 1.41 2,142,025 0.65 Cash and other short-term investments 4,215,164 5.09 4,284,442 1.93 5,139,731 0.14 Total interest-earning assets 28,383,765 9.13 % 28,061,135 7.24 % 28,982,985 6.13 % Non-interest-earning assets 301,749 605,447 636,691 Total assets $ 28,685,514 $ 28,666,582 $ 29,619,676 Average Liabilities and Equity Brokered deposits $ 9,803,802 3.29 % $ 9,871,787 1.95 % $ 11,015,170 1.35 % Retail and other deposits 11,605,215 4.40 11,109,675 1.65 10,540,170 0.70 Other interest-bearing liabilities (1) 5,366,365 3.66 5,517,489 3.03 5,390,098 2.94 Total interest-bearing liabilities 26,775,382 3.85 % 26,498,951 2.05 % 26,945,438 1.42 % Non-interest-bearing liabilities 83,895 107,611 279,344 Equity 1,826,237 2,060,020 2,394,894 Total liabilities and equity $ 28,685,514 $ 28,666,582 $ 29,619,676 Net interest margin 5.50 % 5.31 % 4.81 % (1) Includes the average balance of our unsecured borrowings, as well as secured borrowings and amortization expense of transaction costs related to our term asset-backed securitizations and our Secured Borrowing Facility. 56 SLM CORPORATION — 2023 Form 10-K Rate/Volume Analysis - GAAP The following rate/volume analysis shows the relative contribution of changes in interest rates and asset volumes. Years Ended December 31, (dollars in thousands) Increase (Decrease) Change Due To (1) Rate Volume 2023 vs. 2022 Interest income $ 560,723 $ 537,107 $ 23,616 Interest expense 487,291 481,570 5,721 Net interest income $ 73,432 $ 56,165 $ 17,267 2022 vs. 2021 Interest income $ 254,736 $ 312,781 $ (58,045) Interest expense 160,721 167,154 (6,433) Net interest income $ 94,015 $ 139,455 $ (45,440) (1) Changes in income and expense due to both rate and volume have been allocated in proportion to the relationship of the absolute dollar amounts of the change in each. The changes in income and expense are calculated independently for each line in the table. The totals for the rate and volume columns are not the sum of the individual lines. Summary of Our Loans Held for Investment Portfolio Ending Loans Held for Investment Balances, net As of December 31, 2023 (dollars in thousands) Private Education Loans FFELP Loans Total Loans Held for Investment Total loan portfolio: In-school (1) $ 3,997,092 $ 57 $ 3,997,149 Grace, repayment and other (2) 17,028,752 537,344 17,566,096 Total, gross 21,025,844 537,401 21,563,245 Deferred origination costs and unamortized premium/(discount) 81,554 1,330 82,884 Allowance for credit losses (1,335,105) (4,667) (1,339,772) Total loans held for investment portfolio, net $ 19,772,293 $ 534,064 $ 20,306,357 % of total 97 % 3 % 100 % (1) Loans for customers still attending school and who are not yet required to make payments on the loans. (2) Includes loans in deferment or forbearance. Loans in repayment include loans on which borrowers are making interest only or fixed payments, as well as loans that have entered full principal and interest repayment status after any applicable grace period (but, for purposes of the table, do not include those loans while they are in forbearance). 2023 Form 10-K — SLM CORPORATION 57 As of December 31, 2022 (dollars in thousands) Private Education Loans FFELP Loans Total Loans Held for Investment Total loan portfolio: In-school (1) $ 3,659,323 $ 57 $ 3,659,380 Grace, repayment and other (2) 16,644,365 608,993 17,253,358 Total, gross 20,303,688 609,050 20,912,738 Deferred origination costs and unamortized premium/(discount) 69,656 1,549 71,205 Allowance for credit losses (1,353,631) (3,444) (1,357,075) Total loans held for investment portfolio, net $ 19,019,713 $ 607,155 $ 19,626,868 % of total 97 % 3 % 100 % (1) Loans for customers still attending school and who are not yet required to make payments on the loans. (2) Includes loans in deferment or forbearance. Loans in repayment include loans on which borrowers are making interest only or fixed payments, as well as loans that have entered full principal and interest repayment status after any applicable grace period (but, for purposes of the table, do not include those loans while they are in forbearance). As of December 31, 2021 (dollars in thousands) Private Education Loans FFELP Loans Credit Cards Total Loans Held for Investment Total loan portfolio: In-school (1) $ 3,544,030 $ 82 $ — $ 3,544,112 Grace, repayment and other (2) 17,172,833 695,134 25,014 17,892,981 Total, gross 20,716,863 695,216 25,014 21,437,093 Deferred origination costs and unamortized premium/(discount) 67,488 1,815 222 69,525 Allowance for credit losses (1,158,977) (4,077) (2,281) (1,165,335) Total loans held for investment portfolio, net $ 19,625,374 $ 692,954 $ 22,955 $ 20,341,283 % of total 97 % 3 % — % 100 % (1) Loans for customers still attending school and who are not yet required to make payments on the loans. (2) Includes loans in deferment or forbearance. Loans in repayment include loans on which borrowers are making interest only or fixed payments, as well as loans that have entered full principal and interest repayment status after any applicable grace period (but, for purposes of the table, do not include those loans while they are in forbearance). 58 SLM CORPORATION — 2023 Form 10-K As of December 31, 2020 (dollars in thousands) Private Education Loans FFELP Loans Credit Cards Total Loans Held for Investment Total loan portfolio: In-school (1) $ 3,582,394 $ 81 $ — $ 3,582,475 Grace, repayment and other (2)(3) 16,146,943 737,512 12,238 16,896,693 Total, gross 19,729,337 737,593 12,238 20,479,168 Deferred origination costs and unamortized premium/(discount) 63,475 1,993 230 65,698 Allowance for credit losses (1,355,844) (4,378) (1,501) (1,361,723) Total loans held for investment portfolio, net $ 18,436,968 $ 735,208 $ 10,967 $ 19,183,143 % of total 96 % 4 % — % 100 % (1) Loans for customers still attending school and who are not yet required to make payments on the loans. At December 31, 2020, the loans in the “in-school” category include $254 million of Private Education Loans whose borrowers did not return to school in the fall of 2020 because of the COVID-19 pandemic, or other reasons, and who received an extension of time from us to re-enroll before beginning their grace period and, therefore, were then not required to make any payments. For further discussion, see “— Use of Forbearance and Rate Modifications as a Private Education Loan Collection Tool .” (2) At December 31, 2020, the loans in the “grace, repayment and other” category include (a) $147 million of Private Education Loans whose borrowers were in a grace or deferred status and who did not return to school in the fall of 2020, who received an extension of time from us to re-enroll before beginning their grace period and, therefore, were not then required to make any payments, and (b) $639 million of Private Education Loans whose borrowers were in a forbearance or repayment status and who did not return to school in the fall of 2020 and who then received an extension of time from us to re-enroll before beginning their grace period. For further discussion, see “— Use of Forbearance and Rate Modifications as a Private Education Loan Collection Tool .” (3) Includes loans in deferment or forbearance. Loans in repayment include loans on which borrowers are making interest only or fixed payments, as well as loans that have entered full principal and interest repayment status after any applicable grace period (but, for purposes of the table, do not include those loans while they are in forbearance). As of December 31, 2019 (dollars in thousands) Private Education Loans FFELP Loans Personal Loans Credit Cards Total Loans Held for Investment Total loan portfolio: In-school (1) $ 4,288,239 $ 81 $ — $ — $ 4,288,320 Grace, repayment and other (2) 18,901,352 783,225 1,049,007 3,884 20,737,468 Total, gross 23,189,591 783,306 1,049,007 3,884 25,025,788 Deferred origination costs and unamortized premium/(discount) 81,224 2,143 513 36 83,916 Allowance for credit losses (374,300) (1,633) (65,877) (102) (441,912) Total loans held for investment portfolio, net $ 22,896,515 $ 783,816 $ 983,643 $ 3,818 $ 24,667,792 % of total 93 % 3 % 4 % — % 100 % (1) Loans for customers still attending school and who are not yet required to make payments on the loans. (2) Includes loans in deferment or forbearance. Loans in repayment include loans on which borrowers are making interest only or fixed payments, as well as loans that have entered full principal and interest repayment status after any applicable grace period (but, for purposes of the table, do not include those loans while they are in forbearance). 2023 Form 10-K — SLM CORPORATION 59 Average Loans Held for Investment Balances (net of unamortized premium/discount) Years Ended December 31, (dollars in thousands) 2023 2022 2021 Private Education Loans $ 21,039,701 97 % $ 20,576,737 97 % $ 20,968,061 97 % FFELP Loans 574,218 3 662,194 3 718,186 3 Credit Cards (1) — — — — 14,982 — Total portfolio $ 21,613,919 100 % $ 21,238,931 100 % $ 21,701,229 100 % (1) Credit Card loans were transferred to loans held-for-sale at September 30, 2022 and subsequently sold in May 2023. Loans Held for Investment, Net — Activity Year Ended December 31, 2023 (dollars in thousands) Private Education Loans FFELP Loans Total Loans Held for Investment, net Beginning balance $ 19,019,713 $ 607,155 $ 19,626,868 Acquisitions and originations: Fixed-rate 5,760,434 — 5,760,434 Variable-rate 665,987 — 665,987 Total acquisitions and originations 6,426,421 — 6,426,421 Capitalized interest and deferred origination cost premium amortization 597,480 22,584 620,064 Sales (2,938,616) — (2,938,616) Loan consolidations to third parties (975,889) (32,855) (1,008,744) Allowance 18,526 (1,223) 17,303 Repayments and other (2,375,342) (61,597) (2,436,939) Ending balance $ 19,772,293 $ 534,064 $ 20,306,357 Year Ended December 31, 2022 (dollars in thousands) Private Education Loans FFELP Loans Credit Cards Total Loans Held for Investment, net Beginning balance $ 19,625,374 $ 692,954 $ 22,955 $ 20,341,283 Acquisitions and originations: Fixed-rate 4,189,269 — — 4,189,269 Variable-rate 1,809,301 — 82,819 1,892,120 Total acquisitions and originations 5,998,570 — 82,819 6,081,389 Capitalized interest and deferred origination cost premium amortization 550,474 24,642 (195) 574,921 Sales (3,136,302) — — (3,136,302) Loan consolidations to third parties (1,384,950) (61,529) — (1,446,479) Allowance (194,654) 633 2,281 (191,740) Transfer to loans held-for-sale — — (28,905) (28,905) Repayments and other (2,438,799) (49,545) (78,955) (2,567,299) Ending balance $ 19,019,713 $ 607,155 $ — $ 19,626,868 60 SLM CORPORATION — 2023 Form 10-K Year Ended December 31, 2021 (dollars in thousands) Private Education Loans FFELP Loans Credit Cards Total Loans Held for Investment, net Beginning balance $ 18,436,968 $ 735,208 $ 10,967 $ 19,183,143 Acquisitions and originations: Fixed-rate 3,027,440 — — 3,027,440 Variable-rate 2,421,082 — 63,323 2,484,405 Total acquisitions and originations 5,448,522 — 63,323 5,511,845 Capitalized interest and deferred origination cost premium amortization 597,416 27,252 (323) 624,345 Sales (1,138,726) — — (1,138,726) Loan consolidations to third parties (1,583,691) (27,031) — (1,610,722) Allowance 196,868 300 (780) 196,388 Transfer from loans held-for-sale 25,040 — — 25,040 Repayments and other (2,357,023) (42,775) (50,232) (2,450,030) Ending balance $ 19,625,374 $ 692,954 $ 22,955 $ 20,341,283 “Loan consolidations to third parties” and “Repayments and other” are both significantly affected by the volume of loans in our held for investment portfolio in full principal and interest repayment status. The amount of loans in full principal and interest repayment status in our Private Education Loans held for investment portfolio at December 31, 2023 decreased by 0.6 percent compared with December 31, 2022, and now totals 43 percent of our Private Education Loans held for investment portfolio at December 31, 2023. The balance of loans held for investment in full principal and interest repayment status was affected in 2023 and 2022 by loan sales. “Loan consolidations to third parties” for the year ended December 31, 2023 total 11.5 percent of our Private Education Loans held for investment portfolio in full principal and interest repayment status at December 31, 2023, or 4.9 percent of our total Private Education Loans held for investment portfolio at December 31, 2023, compared with the year-ago period of 16.2 percent of our Private Education Loan held for investment portfolio in full principal and interest repayment status, or 7.3 percent of our total Private Education Loans held for investment portfolio, respectively. The decrease in consolidations is attributable to higher interest rates in 2023 that made it less competitive for consolidators. 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. 2023 Form 10-K — SLM CORPORATION 61 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. Years Ended December 31, (dollars in thousands) 2023 % 2022 % 2021 % Smart Option - interest only (1) $ 1,166,442 18 % $ 1,146,365 19 % $ 1,128,176 21 % Smart Option - fixed pay (1) 2,121,112 33 1,950,048 33 1,685,519 31 Smart Option - deferred (1) 2,584,545 41 2,330,719 39 1,996,461 36 Graduate Loan (2) 511,193 8 516,877 8 525,050 10 Parent Loan (3) 38 — 30,515 1 87,325 2 Total Private Education Loan originations $ 6,383,330 100 % $ 5,974,524 100 % $ 5,422,531 100 % Percentage of loans with a cosigner 87.5 % 86.0 % 86.2 % Average FICO at approval (4) 748 747 750 (1) Interest only, fixed pay and deferred describe the payment option while in school or in grace period. See Item 1. “Business - Our Business - Private Education Loans” for a further discussion. (2) For the year ended December 31, 2023, the Graduate Loan originations include $29.4 million of Smart Option Loans where the student was in a graduate status. For the year ended December 31, 2022, the Graduate Loan originations include $1.8 million of Parent Loans and $29.1 million of Smart Option Loans where the student was in a graduate status. For the year ended December 31, 2021, the Graduate Loan originations include $5.8 million of Parent Loans and $24.4 million of Smart Option Loans where the student was in a graduate status. (3) In December 2021, we discontinued offering our Parent Loan product. Applications for those loans received before the offering termination date were processed, and final disbursements under those loans occurred in February 2023. (4) Represents the higher credit score of the cosigner or the borrower. Private Education Loan Maturitie s The following table summarizes the remaining maturities of our Private Education Loan portfolio. As of December 31, 2023 (dollars in thousands) One year or less After one year to five years After five years to 15 years After 15 years Total Fixed-rate $ 7,781 $ 332,489 $ 7,197,507 $ 6,448,014 $ 13,985,791 Variable-rate 23,535 620,602 4,602,806 1,793,110 7,040,053 Total Private Education Loans, gross $ 31,316 $ 953,091 $ 11,800,313 $ 8,241,124 $ 21,025,844 62 SLM CORPORATION — 2023 Form 10-K Allowance for Credit Losses Allowance for Credit Losses Activity Years Ended December 31, (dollars in thousands) 2023 2022 Private Education Loans FFELP Loans Total Portfolio Private Education Loans FFELP Loans Credit Cards Total Portfolio Beginning balance $ 1,353,631 $ 3,444 $ 1,357,075 $ 1,158,977 $ 4,077 $ 2,281 $ 1,165,335 Transfer from unfunded commitment liability (1) 320,237 — 320,237 344,310 — — 344,310 Less: Charge-offs (420,095) (1,001) (421,096) (427,416) (613) (3,215) (431,244) Plus: Recoveries 46,368 — 46,368 41,737 — 5 41,742 Provisions for credit losses: Provision, current period 240,347 2,224 242,571 410,254 (20) 3,301 413,535 Loan sale reduction to provision (205,383) — (205,383) (174,231) — — (174,231) Loans transferred (to) from held-for-sale — — — — — (2,372) (2,372) Total provisions for credit losses (2) 34,964 2,224 37,188 236,023 (20) 929 236,932 Ending balance $ 1,335,105 $ 4,667 $ 1,339,772 $ 1,353,631 $ 3,444 $ — $ 1,357,075 (1) See Notes to Consolidated Financial Statements, Note 8, “Unfunded Loan Commitments,” in this Form 10-K for a summary of the activity in the allowance for and balance of unfunded loan commitments, respectively. (2) For the years ended December 31, 2023 and 2022, below is a reconciliation of the provision for credit losses reported in the consolidated statements of income. When a new loan commitment is made, we record the CECL allowance as a liability for unfunded commitments by recording a provision for credit losses. When the loan is funded, we transfer that liability to the allowance for credit losses. Consolidated Statements of Income Provisions for Credit Losses Reconciliation Years Ended December 31, (dollars in thousands) 2023 2022 Private Education Loan provisions for credit losses: Provisions for loan losses $ 34,964 $ 236,023 Provisions for unfunded loan commitments 308,275 396,521 Total Private Education Loan provisions for credit losses 343,239 632,544 Other impacts to the provisions for credit losses: FFELP Loans 2,224 (20) Credit Cards — 929 Total 2,224 909 Provisions for credit losses reported in consolidated statements of income $ 345,463 $ 633,453 2023 Form 10-K — SLM CORPORATION 63 2021 2020 Years Ended December 31, (dollars in thousands) Private Education Loans FFELP Loans Credit Cards Total Portfolio Private Education Loans FFELP Loans Personal Loans Credit Cards Total Portfolio Beginning balance $ 1,355,844 $ 4,378 $ 1,501 $ 1,361,723 $ 374,300 $ 1,633 $ 65,877 $ 102 $ 441,912 Day 1 adjustment for adoption of CECL — — — — 1,060,830 2,852 79,183 188 1,143,053 Balance at January 1 1,355,844 4,378 1,501 1,361,723 1,435,130 4,485 145,060 290 1,584,965 Transfer from unfunded commitment liability (1) 301,655 — — 301,655 320,808 — — — 320,808 Less: Charge-offs (229,591) (321) (356) (230,268) (205,326) (519) (39,079) (119) (245,043) Loan sales (2) — — — — — — (108,534) — (108,534) Plus: Recoveries 29,494 — 12 29,506 24,021 — 4,984 2 29,007 Provisions for credit losses: Provision, current period (233,852) 20 1,124 (232,708) 148,673 412 40,485 1,328 190,898 Loan sale reduction to provision (66,460) — — (66,460) (161,793) — (42,916) — (204,709) Loans transferred (to) from held-for-sale 1,887 — — 1,887 (205,669) — — — (205,669) Total provisions for credit losses (3) (298,425) 20 1,124 (297,281) (218,789) 412 (2,431) 1,328 (219,480) Ending balance $ 1,158,977 $ 4,077 $ 2,281 $ 1,165,335 $ 1,355,844 $ 4,378 $ — $ 1,501 $ 1,361,723 (1) See Notes to Consolidated Financial Statements, Note 8, “Unfunded Loan Commitments,” in this Form 10-K for a summary of the activity in the allowance for and balance of unfunded loan commitments, respectively. (2) Represents fair value adjustments on loans sold. (3) For the years ended December 31, 2021 and 2020, below is a reconciliation of the provision for credit losses reported in the consolidated statements of income. When a new loan commitment is made, we record the CECL allowance as a liability for unfunded commitments by recording a provision for credit losses. When the loan is funded, we transfer that liability to the allowance for credit losses. Consolidated Statements of Income Provisions for Credit Losses Reconciliation Years Ended December 31, (dollars in thousands) 2021 2020 Private Education Loan provisions for credit losses: Provisions for loan losses $ (298,425) $ (218,789) Provisions for unfunded loan commitments 264,324 312,613 Total Private Education Loan provisions for credit losses (34,101) 93,824 Other impacts to the provisions for credit losses: Personal Loans — (2,431) FFELP Loans 20 412 Credit Cards 1,124 1,328 Total 1,144 (691) Provisions for credit losses reported in consolidated statements of income $ (32,957) 93,133 64 SLM CORPORATION — 2023 Form 10-K 2019 Year Ended December 31, (dollars in thousands) Private Education Loans FFELP Loans Personal Loans Credit Cards Total Portfolio Beginning balance $ 277,943 $ 977 $ 62,201 $ — $ 341,121 Less: Charge-offs (208,978) (822) (74,313) (1) (284,114) Plus: Recoveries 25,765 — 5,206 — 30,971 Total provisions for credit losses 279,570 1,478 72,783 103 353,934 Ending balance $ 374,300 $ 1,633 $ 65,877 $ 102 $ 441,912 Private Education Loan Allowance for Credit Losses In establishing the allowance for Private Education Loan losses as of December 31, 2023, we considered several factors with respect to our Private Education Loan held for investment portfolio, in particular, credit quality and delinquency, forbearance, and charge-off trends. Private Education Loans held for investment in full principal and interest repayment status were 43 percent of our total Private Education Loans held for investment portfolio at December 31, 2023, compared with 45 percent at December 31, 2022. For a more detailed discussion of our policy for determining the collectability of Private Education Loans and maintaining our allowance for Private Education Loans, see “—Allowance for Credit Losses,” “— Critical Accounting Policies and Estimates — Allowance for Credit Losses,” and Notes to Consolidated Financial Statements, Note 5, “Loans Held for Investment — Certain Collection Tools - Private Education Loans” in this Form 10-K. 2023 Form 10-K — SLM CORPORATION 65 The table below presents our Private Education Loans held for investment portfolio delinquency trends. Loans in repayment include loans making interest only or fixed payments, as well as loans that have entered full principal and interest repayment status after any applicable grace period (but, for purposes of the following table, do not include those loans while they are in forbearance). Private Education Loans Held for Investment 2023 2022 2021 As of December 31, (dollars in thousands) Balance % Balance % Balance % Loans in-school/grace/deferment (1) $ 5,291,991 $ 4,895,053 $ 4,904,414 Loans in forbearance (2) 324,039 279,085 301,237 Loans in repayment and percentage of each status: Loans current 14,809,271 96.1 % 14,559,347 96.2 % 15,005,773 96.7 % Loans delinquent 30-59 days (3) 298,751 1.9 287,308 1.9 308,559 2.0 Loans delinquent 60-89 days (3) 151,017 1.0 147,505 1.0 116,947 0.8 Loans 90 days or greater past due (3) 150,775 1.0 135,390 0.9 79,933 0.5 Total Private Education Loans in repayment 15,409,814 100.0 % 15,129,550 100.0 % 15,511,212 100.0 % Total Private Education Loans, gross 21,025,844 20,303,688 20,716,863 Private Education Loans deferred origination costs and unamortized premium/(discount) 81,554 69,656 67,488 Total Private Education Loans 21,107,398 20,373,344 20,784,351 Private Education Loans allowance for losses (1,335,105) (1,353,631) (1,158,977) Private Education Loans, net $ 19,772,293 $ 19,019,713 $ 19,625,374 Percentage of Private Education Loans in repayment 73.3 % 74.5 % 74.9 % Delinquencies as a percentage of Private Education Loans in repayment 3.9 % 3.8 % 3.3 % Loans in forbearance as a percentage of Private Education Loans in repayment and forbearance 2.1 % 1.8 % 1.9 % (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 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. Delinquencies as a percentage of Private Education Loans (held for investment) in repayment increased to 3.9 percent at December 31, 2023 from 3.8 percent at December 31, 2022, and the forbearance rate increased to 2.1 percent at December 31, 2023 from 1.8 percent at December 31, 2022. The increase in delinquencies in 2023 compared with 2022 was primarily attributable to new loan modification programs initiated in the fourth quarter of 2023 that require borrowers to remain in their respective delinquency buckets until three consecutive payments are made under the modified loan terms before being brought current. The increase in delinquencies and reduction in forbearance at December 31, 2022, compared with 2021, were due to a combination of factors, including our new credit administration practices changes that imposed additional requirements for those borrowers requesting forbearance, operational challenges in 2022, including a shortage and lack of tenured collections staff, and the cessation of the use of disaster forbearance related to COVID-19. We stopped providing COVID-19 related disaster forbearances in June 2021. See additional discussion in “— Use of Forbearance and Rate Modifications as a Private Education Loan Collection Tool.” 66 SLM CORPORATION — 2023 Form 10-K The following table summarizes changes in the allowance for Private Education Loan (held for investment) losses. Years Ended December 31, (dollars in thousands) 2023 2022 2021 2020 2019 Beginning balance $ 1,353,631 $ 1,158,977 $ 1,355,844 $ 374,300 $ 277,943 Day 1 adjustment for adoption of CECL — — — 1,060,830 — Balance at January 1 1,353,631 1,158,977 1,355,844 1,435,130 277,943 Transfer from unfunded commitment liability (1) 320,237 344,310 301,655 320,808 — Provision for credit losses: Provision, current period 240,347 410,254 (233,852) 148,673 279,570 Loan sale reduction to provision (205,383) (174,231) (66,460) (161,793) — Loans transferred (to) from held-for-sale — — 1,887 (205,669) — Total provision 34,964 236,023 (298,425) (218,789) 279,570 Net charge-offs: Charge-offs (420,095) (427,416) (229,591) (205,326) (208,978) Recoveries 46,368 41,737 29,494 24,021 25,765 Net charge-offs (373,727) (385,679) (200,097) (181,305) (183,213) Ending Balance $ 1,335,105 $ 1,353,631 $ 1,158,977 $ 1,355,844 $ 374,300 Allowance as a percentage of the ending total loan balance and accrued interest to be capitalized (2) 6.01 % 6.37 % 5.35 % 6.55 % — % Allowance as a percentage of the ending loans in repayment and accrued interest to be capitalized on loans in repayment (2)(3)(4) 8.43 % 8.76 % 7.32 % 9.28 % — % Allowance coverage of net charge-offs 3.57 3.51 5.79 7.48 2.04 Net charge-offs as a percentage of average loans in repayment (3) 2.44 % 2.55 % 1.33 % 1.17 % 1.17 % Delinquencies as a percentage of ending loans in repayment (3) 3.90 % 3.77 % 3.26 % 2.84 % 2.81 % Loans in forbearance as a percentage of ending loans in repayment and forbearance (3) 2.06 % 1.81 % 1.91 % 4.32 % 4.08 % Ending total loans, gross $ 21,025,844 $ 20,303,688 $ 20,716,863 $ 19,729,337 $ 23,189,591 Average loans in repayment (3) $ 15,310,934 $ 15,103,123 $ 15,019,869 $ 15,518,851 $ 15,605,927 Ending loans in repayment (3) $ 15,409,814 $ 15,129,550 $ 15,511,212 $ 14,304,821 $ 16,787,670 Accrued interest to be capitalized (2) $ 1,203,357 $ 936,837 $ 947,391 $ 973,201 $ — Accrued interest to be capitalized on loans in repayment (2)(4) $ 435,807 $ 324,384 $ 312,537 $ 308,655 $ — (1) See Notes to Consolidated Financial Statements, Note 8, “Unfunded Loan Commitments,” in this Form 10-K for a summary of the activity in the allowance for and balance of unfunded loan commitments, respectively. (2) Related metrics and ending balances for the year ended December 31, 2019 are not available, as CECL had not yet been adopted, and the allowance for credit losses only covered expected losses over the next twelve months. (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 (but, for purposes of the table, do not include those loans while they are in forbearance). (4) Accrued interest to be capitalized on loans in repayment includes interest on loans that are in repayment but have not yet entered into full principal and interest payment status after any applicable grace period (but, for purposes of the table, does not include interest on those loans while they are in forbearance). As part of concluding on the adequacy of the allowance for credit losses, we review key allowance and loan metrics. The most significant of these metrics considered are the allowance coverage of net charge-offs ratio; the allowance as a percentage of ending total loans and accrued interest to be capitalized and of ending loans in repayment and accrued interest to be capitalized on loans in repayment; and delinquency and forbearance percentages. Charge-offs decreased in the year ending December 31, 2023 compared with the year-ago period because of a combination of factors, including improved staffing levels and new loan modification programs. In the fourth quarter of 2022, we charged off $13 million of delinquent loans that had received certain grants of forbearance under previous credit administration practices (which have been discontinued) and which were classified as a loss and charged off prior to their reaching 120 days delinquent. Also contributing to the increase in the full-year 2022 charge-offs compared with 2021 were $59 million in losses on loans whose borrowers took a “gap year” during the pandemic. “Gap year” loans refer to loans to 2023 Form 10-K — SLM CORPORATION 67 borrowers who took a “gap year” during the COVID-19 pandemic and entered full principal and interest repayment status starting in late 2021 and early 2022. Losses on these “gap year” loans were higher than expected and contributed to the higher charge-offs in 2022. Use of Forbearance and Rate Modifications as a Private Education Loan Collection Tool We adjust the terms of loans for certain borrowers when we believe such changes will help our customers manage their student loan obligations and achieve better student outcomes, and increase the collectability of the loans. These changes generally take the form of a temporary forbearance of payments, a temporary or permanent interest rate reduction, a temporary or permanent interest rate reduction with a permanent extension of the loan term, and/or a short-term extended repayment alternative. Forbearance is granted prospectively for borrowers who are current in their payments and may be granted retroactively for certain delinquent borrowers. Forbearance allows a borrower to not make scheduled payments for a specified period of time. Using forbearance extends the original term of the loan by the term of forbearance taken. Forbearance does not grant any reduction in the total principal or interest repayment obligation. While a loan is in forbearance status, interest continues to accrue and is capitalized (added to principal) at the end of the forbearance. Interest will not capitalize at the end of certain types of forbearance, such as disaster forbearance, however. We grant forbearance through our servicing centers to borrowers who are current in their payments and through our collections centers to certain borrowers who are delinquent. Our forbearance policies and practices vary depending upon whether a borrower is current or delinquent at the time forbearance is requested, generally with stricter payment requirements for delinquent borrowers. We view the population of borrowers that use forbearance positively because the borrowers are either proactively reaching out to us to obtain assistance in managing their obligations or are working with our collections center to bring their loans current. Forbearance may be granted through our servicing centers to customers who are exiting their grace period, and to other customers who are current in their payments, to provide temporary payment relief. In these circumstances, a customer’s loan is placed into a forbearance status in limited monthly increments and is reflected in the forbearance status at month-end during this time. At the end of the forbearance period, the customer will enter repayment status as current and is expected to begin making scheduled monthly payments. Forbearance may also be granted through our collections centers to customers who are delinquent in their payments. If specific payment requirements are met, the forbearance can cure the delinquency and the customer is returned to a current repayment status. Forbearance as a collection tool is used most effectively when applying historical experience and our judgment to a customer’s unique situation. We leverage updated customer information and other decision support tools to best determine who will be granted forbearance based on our expectations as to a customer’s ability and willingness to repay their obligation. This strategy is aimed at assisting customers while mitigating the risks of delinquency and default as well as encouraging resolution of delinquent loans. In most instances, we require one payment, as an indication of a customer’s willingness and ability to repay, before granting forbearance to delinquent borrowers. Historically, we have utilized disaster forbearance to assist borrowers affected by material events, typically federally-declared disasters, including hurricanes, wildfires, floods, and the COVID-19 pandemic. We typically grant disaster forbearance to affected borrowers in increments of up to three months at a time, but the disaster forbearance granted generally does not apply toward the 12-month forbearance limit described below. Management continually monitors our credit administration practices and may periodically modify these practices based upon performance, industry conventions, and/or regulatory feedback. In light of these considerations, we previously announced certain changes to our credit administration practices, including the imposition of limits on the number of forbearance months granted consecutively and the number of times certain extended or reduced repayment alternatives may be granted. Currently, we generally grant forbearance in increments of one to two months at a time, for up to 12 months over the life of the loan, although disaster forbearance and certain assistance we grant to borrowers who are still in school do not apply toward the 12-month limit. We also currently require 12 months of positive payment performance by a borrower (meaning the borrower must make payment in a cumulative amount equivalent to 12 monthly required payments under the loan) between successive grants of forbearance and between forbearance grants and certain other repayment alternatives. This required period of positive payment performance does not apply, however, to forbearances granted during the first six months following a borrower’s grace period and is not required for a borrower to receive a contractual interest rate reduction. In addition, we currently limit the participation of delinquent borrowers in certain short-term extended or interest-only repayment alternatives to once in 12 months and twice in five years. We also now count the 68 SLM CORPORATION — 2023 Form 10-K number of months a borrower receives a short-term extended repayment alternative toward the 12-month forbearance limit described above. We also offer rate and term modifications to customers experiencing more severe hardship. In the fourth quarter of 2023, we developed additional modification programs tailored to the financial condition of individual borrowers. Pursuant to these additional modification programs, for our borrowers experiencing the most severe financial conditions, we currently may reduce the contractual interest rate on a loan to as low as 2.0 percent for the remaining life of the loan and also permanently extend the final maturity of the loan. Other borrowers experiencing severe hardship may not require as much assistance, however, given their circumstances. In those instances, we may reduce the contractual interest rate on a loan to a rate greater than 2.0 percent, and up to 8.0 percent, for a temporary period of two to four years, and in some instances may also permanently extend the final maturity of the loan. When we give a borrower facing financial difficulty an interest rate reduction under our programs, we evaluate their ability to pay and provide customized repayment terms based upon their financial condition. As part of demonstrating the ability and willingness to pay, the customer must make three consecutive monthly payments at the reduced payment to qualify for the program. We believe by tailoring the modification programs to the borrower’s current financial condition and not having a one size fits all approach, we increase the likelihood the borrower will be able to make the modified payments and avoid default. This approach of giving different interest rate reductions to different borrowers experiencing more severe hardship also helps us better manage the overall assistance we provide to borrowers. We currently limit the granting of a permanent extension of the final maturity date of a loan under our loan modification programs to one time over the life of the loan. We also currently permit two consecutive rate reductions so long as the borrower qualifies and makes three consecutive monthly payments at the reduced payment in connection with each rate reduction. We also now limit the number of interest rate reductions to twice over the life of the loan. While there are limitations to our estimate of the future impact of the various credit administration practices changes we have implemented, we expect that the credit administration practices described above, including the changes we implemented in 2021, will accelerate periodic defaults and will increase periodic defaults in our Private Education Loan held for investment portfolio. For 2021, we increased our allowance for credit losses as a result of the new credit administration practices. In 2022, we further increased our allowance for credit losses to reflect higher expected future periodic defaults in both the near term (reasonable and supportable period) and long term. This change reflected our estimate that the elevated default rates experienced in the latter half of 2022 that continued into 2023 would eventually decline over time. Among the measures that we have implemented and may modify further and expect may partly offset or moderate any acceleration of or increase in defaults will be greater focus on the risk assessment process to ensure borrowers are mapped to the appropriate program, better utilization of existing loss mitigation programs (e.g., GRP and rate modifications), the use of a program offering short-term payment reductions (permitting interest-only payments for up to six months) for certain early-stage delinquencies, and implementation of potential new risk mitigation and collection strategies. We expect to learn more about how our borrowers are reacting to changes in our credit administration practices and, as we analyze such reactions, we will continue to refine our estimates of the impact of those changes on our allowance for credit losses. As discussed above, we will continue to monitor our credit administration practices and may modify them further from time to time based upon performance, industry conventions, and/or regulatory feedback. Delinquency Trends by Active Repayment Status The tables below show the composition and status of the Private Education Loan portfolio held for investment aged by number of months in active repayment status (months for which a scheduled monthly payment was due). Active repayment status includes loans on which borrowers are making interest only or fixed payments, as well as loans that have entered full principal and interest repayment status after any applicable grace period. Our experience shows that the percentage of loans in forbearance status generally decreases the longer the loans have been in active repayment status. At December 31, 2023, for Private Education Loans (held for investment) that have been in active repayment status for fewer than 25 months, loans in forbearance status as a percentage of loans in repayment and forbearance were 1.6 percent. Approximately 76 percent of our Private Education Loans (held for investment) in forbearance status have been in active repayment status fewer than 25 months. 2023 Form 10-K — SLM CORPORATION 69 As of December 31, 2023 (dollars in millions) Private Education Loans Held for Investment Aged by Number of Months in Active Repayment Status Not Yet in Repayment Total 0 to 12 13 to 24 25 to 36 37 to 48 More than 48 Loans in-school/grace/deferment $ — $ — $ — $ — $ — $ 5,292 $ 5,292 Loans in forbearance 190 55 31 20 28 — 324 Loans in repayment - current 4,129 3,529 2,183 1,472 3,496 — 14,809 Loans in repayment - delinquent 30-59 days 81 56 45 33 84 — 299 Loans in repayment - delinquent 60-89 days 40 29 24 17 41 — 151 Loans in repayment - 90 days or greater past due 42 28 23 16 42 — 151 Total $ 4,482 $ 3,697 $ 2,306 $ 1,558 $ 3,691 $ 5,292 21,026 Deferred origination costs and unamortized premium/(discount) 81 Allowance for credit losses (1,335) Total Private Education Loans, net $ 19,772 Loans in forbearance as a percentage of total Private Education Loans in repayment and forbearance 1.21 % 0.35 % 0.19 % 0.13 % 0.18 % — % 2.06 % As of December 31, 2022 (dollars in millions) Private Education Loans Held for Investment Aged by Number of Months in Active Repayment Status 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 $ — $ — $ — $ — $ — $ 4,895 $ 4,895 Loans in forbearance 165 43 26 19 26 — 279 Loans in repayment - current 4,131 3,393 2,129 1,603 3,303 — 14,559 Loans in repayment - delinquent 30-59 days 80 58 44 31 74 — 287 Loans in repayment - delinquent 60-89 days 43 30 20 17 38 — 148 Loans in repayment - 90 days or greater past due 41 27 20 14 34 — 136 Total $ 4,460 $ 3,551 $ 2,239 $ 1,684 $ 3,475 $ 4,895 20,304 Deferred origination costs and unamortized premium/(discount) 70 Allowance for credit losses (1,354) Total Private Education Loans, net $ 19,020 Loans in forbearance as a percentage of total Private Education Loans in repayment and forbearance 1.07 % 0.28 % 0.17 % 0.12 % 0.17 % — % 1.81 % 70 SLM CORPORATION — 2023 Form 10-K As of December 31, 2021 (dollars in millions) Private Education Loans Held for Investment Aged by Number of Months in Active Repayment Status 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 $ — $ — $ — $ — $ — $ 4,904 $ 4,904 Loans in forbearance 180 44 30 21 26 — 301 Loans in repayment - current 4,234 3,405 2,424 1,671 3,272 — 15,006 Loans in repayment - delinquent 30-59 days 125 54 41 29 60 — 309 Loans in repayment - delinquent 60-89 days 38 25 17 13 24 — 117 Loans in repayment - 90 days or greater past due 26 18 12 9 15 — 80 Total $ 4,603 $ 3,546 $ 2,524 $ 1,743 $ 3,397 $ 4,904 20,717 Deferred origination costs and unamortized premium/(discount) 67 Allowance for credit losses (1,159) Total Private Education Loans, net $ 19,625 Loans in forbearance as a percentage of total Private Education Loans in repayment and forbearance 1.14 % 0.28 % 0.20 % 0.13 % 0.16 % — % 1.91 % Private Education Loans Held for Investment Types The following table provides information regarding the loans in repayment balance and total loan balance by Private Education Loan held for investment product type for the years ended December 31, 2023 and 2022. As of December 31, 2023 (dollars in thousands) Signature and Other Parent Loan (1) Smart Option Career Training (2) Graduate Loan Total $ in repayment (3) $ 211,123 $ 206,343 $ 13,747,153 $ 2,066 $ 1,243,129 $ 15,409,814 $ in total $ 301,265 $ 207,448 $ 18,764,200 $ 2,117 $ 1,750,814 $ 21,025,844 As of December 31, 2022 (dollars in thousands) Signature and Other Parent Loan (1) Smart Option Career Training (2) Graduate Loan Total $ in repayment (3) $ 216,513 $ 261,316 $ 13,599,750 $ 4,565 $ 1,047,406 $ 15,129,550 $ in total $ 308,884 $ 262,602 $ 18,218,925 $ 4,602 $ 1,508,675 $ 20,303,688 (1) In December 2021, we discontinued offering our Parent Loan product. Applications for those loans received before the offering termination date continued to be processed, and final disbursements under those loans occurred in February 2023. (2) In May 2022, we discontinued offering our Career Training loan product. Applications for those loans received before the offering termination date continued to be processed, and final disbursements under those loans occurred in September 2023. (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 (but, for purposes of the table, do not include those loans while they are in forbearance). 2023 Form 10-K — SLM CORPORATION 71 Accrued Interest Receivable The following table provides information regarding accrued interest receivable on our Private Education Loans held for investment. The table also discloses the amount of accrued interest on loans 90 days or greater past due as compared to our allowance for uncollectible interest. The majority of the total accrued interest receivable represents accrued interest on deferred loans where no payments are due while the borrower is in school and fixed-pay loans where the borrower makes a $25 monthly payment that is smaller than the interest accruing on that loan in that month. The accrued interest on these loans will be capitalized to the balance of the loans when the borrower exits the grace period after separation from school, and the current expected credit losses on accrued interest that will be capitalized is included in our allowance for credit losses. Private Education Loans Accrued Interest Receivable (dollars in thousands) Total Interest Receivable 90 Days or Greater Past Due Allowance for Uncollectible Interest (1) December 31, 2023 $ 1,354,565 $ 8,373 $ 9,897 December 31, 2022 $ 1,177,562 $ 6,609 $ 8,121 December 31, 2021 $ 1,187,123 $ 3,635 $ 4,937 December 31, 2020 $ 1,168,895 $ 4,354 $ 4,467 December 31, 2019 $ 1,366,158 $ 2,390 $ 5,309 (1) The allowance for uncollectible interest at December 31, 2023, 2022, 2021, and 2020 represents the expected losses related to the portion of accrued interest receivable on those loans that are in repayment (at December 31, 2023, 2022, 2021, and 2020, relates to $151 million, $240 million, $240 million, and $196 million, respectively, of accrued interest receivable) that is/was not expected to be capitalized. The accrued interest receivable that is/was expected to be capitalized ($1.2 billion, $937 million, $947 million, and $973 million, respectively, at December 31, 2023, 2022, 2021, and 2020) is/was reserved for in the allowance for credit losses. Related ending balances for the year ended December 31, 2019 are not available, as CECL had not yet been adopted, and the allowance for uncollectible losses only covered expected losses over the next twelve months. 72 SLM CORPORATION — 2023 Form 10-K 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 our ability to meet any outflows of our Bank deposits. To achieve these objectives, we analyze and monitor our liquidity needs, and maintain excess liquidity and access to diverse funding sources, such as deposits at the Bank, issuance of secured debt primarily through asset-backed securitizations, other financing facilities, and loan sales. Interest-bearing deposits as of December 31, 2023 and December 31, 2022 consisted of retail and brokered non-maturity savings deposits, retail and brokered non-maturity money market deposit accounts (“MMDAs”), and retail and brokered CDs. Interest-bearing deposits also include deposits from Educational 529 and Health Savings plans that diversify our funding sources and that we consider to be core. These and other large omnibus accounts, aggregating the deposits of many individual depositors, represented $7.6 billion and $8.0 billion of our deposit total as of December 31, 2023 and December 31, 2022, respectively. The omnibus accounts are structured in such a way that entitles the individual depositor pass-through deposit insurance (subject to FDIC rules and limitations), and the majority of these deposits have contractual minimum balances and maturity terms. At December 31, 2023 and December 31, 2022, our sources of liquidity included liquid investments with unrealized losses of $128.9 million and $184.5 million, respectively. It is our policy to manage operations so liquidity needs are fully satisfied through normal operations to avoid unplanned loan or liquid investment sales under all but the most dire emergency conditions. Our liquidity management is governed by policies approved by our Board of Directors. Oversight of these policies is performed in the Asset and Liability Committee, a management-level committee. These policies take into account the volatility of cash flow forecasts, expected asset and liability maturities, anticipated loan demand, and a variety of other factors to establish minimum liquidity guidelines. Key risks associated with our liquidity relate to our ability to access the capital markets and the markets for bank deposits at reasonable rates. This ability may be affected by our performance, competitive pressures, the macroeconomic environment, and the impact they have on the availability of funding sources in the marketplace. We target maintaining sufficient on-balance sheet and contingent sources of liquidity to enable us to meet all contractual and contingent obligations under various stress scenarios, including severe macroeconomic stresses as well as specific stresses that test the resiliency of our balance sheet. As the Bank has grown, we have improved our liquidity stress testing practices to align more closely with the industry, which resulted in our adopting increased liquidity requirements. Beginning in the second quarter of 2019, we began to increase our liquidity levels by increasing cash and marketable investments held as part of our ongoing efforts to enhance our ability to maintain a strong risk management position. By early 2020 and continuing through 2023, we held a significant liquidity buffer of cash and securities, which we expect to maintain through 2024. Due to the seasonal nature of our business, our liquidity levels will likely vary from quarter to quarter. Sources of Liquidity and Available Capacity Ending Balances As of December 31, (dollars in thousands) 2023 2022 2021 Sources of primary liquidity: Unrestricted cash and liquid investments: Holding Company and other non-bank subsidiaries $ 3,224 $ — $ 2,588 Sallie Mae Bank (1) 4,146,614 4,617,533 4,332,015 Available-for-sale investments 1,988,295 2,012,901 2,325,711 Total unrestricted cash and liquid investments $ 6,138,133 $ 6,630,434 $ 6,660,314 (1) This amount will be used primarily to originate Private Education Loans at the Bank. 2023 Form 10-K — SLM CORPORATION 73 Average Balances Years Ended December 31, (dollars in thousands) 2023 2022 2021 Sources of primary liquidity: Unrestricted cash and liquid investments: Holding Company and other non-bank subsidiaries $ 6,827 $ 7,954 $ 3,739 Sallie Mae Bank (1) 4,014,444 4,080,312 4,934,506 Available-for-sale investments 1,975,754 2,230,118 1,953,154 Total unrestricted cash and liquid investments $ 5,997,025 $ 6,318,384 $ 6,891,399 (1) This amount will be used primarily to originate Private Education Loans at the Bank. Deposits The following table summarizes total deposits. As of December 31, (dollars in thousands) 2023 2022 Deposits - interest bearing $ 21,651,657 $ 21,446,647 Deposits - non-interest bearing 1,531 1,424 Total deposits $ 21,653,188 $ 21,448,071 Our total deposits of $21.7 billion were comprised of $10.3 billion in brokered deposits and $11.4 billion in retail and other deposits at December 31, 2023, compared with total deposits of $21.4 billion, which were comprised of $9.9 billion in brokered deposits and $11.5 billion in retail and other deposits, at December 31, 2022. Interest bearing deposits as of December 31, 2023 and 2022 consisted of retail and brokered non-maturity savings deposits, retail and brokered non-maturity MMDAs, and retail and brokered CDs. Interest bearing deposits also include deposits from Educational 529 and Health Savings plans that diversify our funding sources and that we consider to be core. These and other large omnibus accounts, aggregating the deposits of many individual depositors, represented $7.6 billion of our deposit total as of December 31, 2023, compared with $8.0 billion at December 31, 2022. 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 $12 million, $13 million, and $16 million in the years ended December 31, 2023, 2022, and 2021, respectively. Fees paid to third-party brokers related to brokered CDs were $8 million, $13 million, and $13 million during the years ended December 31, 2023, 2022, and 2021, respectively. Interest bearing deposits at December 31, 2023 and 2022 are summarized as follows: 2023 2022 As of December 31, (dollars in thousands) Amount Year-End Weighted Average Stated Rate (1) Amount Year-End Weighted Average Stated Rate (1) Money market $ 10,258,292 4.85 % $ 10,977,242 3.75 % Savings 945,000 4.35 982,586 3.15 Certificates of deposit 10,448,365 3.69 9,486,819 2.57 Deposits - interest bearing $ 21,651,657 $ 21,446,647 (1) Includes the effect of interest rate swaps in effective hedge relationships. 74 SLM CORPORATION — 2023 Form 10-K As of December 31, 2023 and 2022, there were $478 million and $615 million, respectively, of deposits exceeding FDIC insurance limits. Accrued interest on deposits was $91 million and $59 million at December 31, 2023 and 2022, respectively. Counterparty Exposure Counterparty exposure related to financial instruments arises from the risk that a lending, investment, or derivative counterparty will not be able to meet its obligations to us. Excess cash is generally invested with the Federal Reserve Bank of San Francisco (the “FRB”) on an overnight basis or in the FRB’s Term Deposit Facility, minimizing counterparty exposure on cash balances. Our investment portfolio is primarily comprised of a small portfolio of mortgage-backed securities issued by government agencies and government-sponsored enterprises that are purchased to meet CRA targets. Additionally, our investing activity is governed by Board-approved limits on the amount that is allowed to be invested with any one issuer based on the credit rating of the issuer, further minimizing our counterparty exposure. Counterparty credit risk is considered when valuing investments and considering impairment. Related to derivative transactions, protection against counterparty risk is generally provided by International Swaps and Derivatives Association, Inc. Credit Support Annexes (“CSAs”), or clearinghouses for over-the-counter derivatives. CSAs require a counterparty to post collateral if a potential default would expose the other party to a loss. All derivative contracts entered into by the Bank are covered under CSAs or clearinghouse agreements and require collateral to be exchanged based on the net fair value of derivatives with each counterparty. Our exposure is limited to the value of the derivative contracts in a gain position, less any collateral held by us and plus collateral posted with the counterparty. Title VII of the Dodd-Frank Act requires all standardized derivatives, including most interest rate swaps, to be submitted for clearing to central counterparties to reduce counterparty risk. Two of the central counterparties we use are the CME and the LCH. All variation margin payments on derivatives cleared through the CME and LCH are accounted for as legal settlement. As of December 31, 2023, $1.8 billion notional of our derivative contracts were cleared on the CME and $0.1 billion were cleared on the LCH. The derivative contracts cleared through the CME and LCH represent 92.6 percent and 7.4 percent, respectively, of our total notional derivative contracts of $1.9 billion at December 31, 2023. For derivatives cleared through the CME and LCH, the net gain (loss) position includes the variation margin amounts as settlement of the derivative and not collateral against the fair value of the derivative. The amount of variation margin included as settlement as of December 31, 2023 was $(40) million and $(4) million for the CME and LCH, respectively. Changes in fair value for derivatives not designated as hedging instruments are presented as realized gains (losses). Our exposure is limited to the value of the derivative contracts in a gain position less any collateral held and plus any collateral posted. When there is a net negative exposure, we consider our exposure to the counterparty to be zero. At December 31, 2023 and 2022, 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 $9 million and $12 million, respectively. We have liquidity exposure related to collateral movements between us and our derivative counterparties. Movements in the value of the derivatives, which are primarily affected by changes in interest rates, may require us to return cash collateral held or may require us to access primary liquidity to post collateral to counterparties. The table below highlights exposure related to our derivative counterparties as of December 31, 2023. As of December 31, 2023 (dollars in thousands) SLM Corporation and Sallie Mae Bank Contracts Total exposure, net of collateral $ 8,858 Exposure to counterparties with credit ratings, net of collateral $ 8,858 Percent of exposure to counterparties with credit ratings below S&P AA- or Moody’s Aa3 — % Percent of exposure to counterparties with credit ratings below S&P A- or Moody’s A3 — % 2023 Form 10-K — SLM CORPORATION 75 Regulatory Capital The Bank is subject to various regulatory capital requirements administered by federal and state banking authorities. Failure to meet minimum capital requirements can initiate certain mandatory and possibly additional discretionary actions by regulators that, if undertaken, could have a direct material adverse effect on our business, results of operations, and financial position. Under U.S. Basel III and the regulatory framework for prompt corrective action, the Bank must meet specific capital standards that involve quantitative measures of its assets, liabilities, and certain off-balance sheet items as calculated under regulatory accounting practices. The Bank’s capital amounts and its classification under the prompt corrective action framework are also subject to qualitative judgments by the regulators about components of capital, risk weightings, and other factors. Capital Management The Bank intends to maintain at all times regulatory capital levels that meet both the minimum levels required under U.S. Basel III (including applicable buffers) and the levels necessary to be considered “well capitalized” under the FDIC’s prompt corrective action framework, in order to support asset growth and operating needs, address unexpected credit risks, and protect the interests of depositors and the DIF administered by the FDIC. The Bank’s Capital Policy requires management to monitor these capital standards and the Bank’s compliance with them. The Board of Directors and management periodically evaluate the quality of assets, the stability of earnings, and the adequacy of the allowance for credit losses for the Bank. The Company is a source of strength for the Bank and will provide additional capital if necessary. We believe that current and projected capital levels are appropriate for 2024. As of December 31, 2023, the Bank’s risk-based and leverage capital ratios exceed the required minimum ratios and the applicable buffers under the fully phased-in U.S. Basel III standards as well as the “well capitalized” standards under the prompt corrective action framework. Under U.S. Basel III, the Bank is required to maintain the following minimum regulatory capital ratios: a Common Equity Tier 1 risk-based capital ratio of 4.5 percent, a Tier 1 risk-based capital ratio of 6.0 percent, a Total risk-based capital ratio of 8.0 percent, and a Tier 1 leverage ratio of 4.0 percent. In addition, the Bank is subject to a Common Equity Tier 1 capital conservation buffer of greater than 2.5 percent. Failure to maintain the buffer will result in restrictions on the Bank’s ability to make capital distributions, including the payment of dividends, and to pay discretionary bonuses to executive officers. Including the buffer, the Bank is required to maintain the following capital ratios under U.S. Basel III in order to avoid such restrictions: a Common Equity Tier 1 risk-based capital ratio of greater than 7.0 percent, a Tier 1 risk-based capital ratio of greater than 8.5 percent, and a Total risk-based capital ratio of greater than 10.5 percent. To qualify as “well capitalized” under the prompt corrective action framework for insured depository institutions, the Bank must maintain a Common Equity Tier 1 risk-based capital ratio of at least 6.5 percent, a Tier 1 risk-based capital ratio of at least 8.0 percent, a Total risk-based capital ratio of at least 10.0 percent, and a Tier 1 leverage ratio of at least 5.0 percent. In July 2023, the federal banking agencies proposed a rule to implement significant changes to the U.S. Basel III regulatory capital requirements. The proposed changes to the regulatory capital requirements generally would amend or introduce approaches and methodologies that would apply to banking organizations with total consolidated assets of $100 billion or more or to banking organizations with significant trading activity. The proposed rule therefore would not affect the Bank’s capital requirements or the calculation of its capital ratios. Under regulations issued by the FDIC and other federal banking agencies, banking organizations that adopted CECL during the 2020 calendar year, including the Bank, could elect to delay for two years, and then phase in over the following three years, the effects on regulatory capital of CECL relative to the incurred loss methodology. The Bank elected to use this option. Therefore, the regulatory capital impact of the Bank’s transition adjustments recorded on January 1, 2020 from the adoption of CECL, and 25 percent of the ongoing impact of CECL on the Bank’s allowance for credit losses, retained earnings, and average total consolidated assets, each as reported for regulatory capital purposes (collectively, the “adjusted transition amounts”), were deferred for the two-year period ending January 1, 2022. On January 1 of 2023 and 2022, 25 percent of the adjusted transition amounts were phased in for regulatory capital purposes. On January 1, 2024, an additional 25 percent of the adjusted transition amounts was phased in for regulatory capital purposes. On January 1, 2025, the remaining 25 percent of the adjusted transition amounts will be phased in for regulatory capital purposes, with the phased-in amounts included in regulatory capital at the beginning of the year. The Bank’s January 1, 2020 CECL transition amounts increased our allowance for credit losses by $1.1 billion, increased the liability representing our off-balance sheet exposure for unfunded commitments by $116 million, and increased our 76 SLM CORPORATION — 2023 Form 10-K deferred tax asset by $306 million, resulting in a cumulative effect adjustment that reduced retained earnings by $953 million. This transition adjustment was inclusive of qualitative adjustments incorporated into our CECL allowance as necessary, to address any limitations in the models used. At December 31, 2023, the adjusted transition amounts that were deferred and are being phased in for regulatory capital purposes are as follows: Adjusted Transition Amounts Phase-In Amounts for the Year Ended Phase-In Amounts for the Year Ended Remaining Adjusted Transition Amounts to be Phased-In (Dollars in thousands) December 31, 2021 December 31, 2022 December 31, 2023 December 31, 2023 Retained earnings $ 836,351 $ (209,088) $ (209,088) $ 418,175 Allowance for credit losses 1,038,145 (259,536) (259,536) 519,073 Liability for unfunded commitments 104,377 (26,094) (26,094) 52,189 Deferred tax asset 306,171 (76,542) (76,542) 153,087 The Bank’s required and actual regulatory capital amounts and ratios under U.S. Basel III are shown in the following table. The following capital amounts and ratios are based upon the Bank’s average assets and risk-weighted assets, as indicated. The Bank has elected to exclude accumulated other comprehensive income related to both available-for-sale investments and swap valuations from Common Equity Tier 1 Capital. At December 31, 2023 and December 31, 2022, the unrealized loss on available-for-sale investments included in other comprehensive income totaled $115 million and $160 million, net of tax of $37 million and $52 million, respectively. The capital ratios would remain above the U.S. Basel III well capitalized thresholds if the unrealized loss became fully recognized into capital. Actual U.S. Basel III Minimum Requirements Plus Buffer (1)(2) (Dollars in thousands) Amount Ratio Amount Ratio As of December 31, 2023 (3) : Common Equity Tier 1 Capital (to Risk-Weighted Assets) $ 3,019,973 12.3 % $ 1,719,621 > 7.0 % Tier 1 Capital (to Risk-Weighted Assets) $ 3,019,973 12.3 % $ 2,088,111 > 8.5 % Total Capital (to Risk-Weighted Assets) $ 3,334,140 13.6 % $ 2,579,432 > 10.5 % Tier 1 Capital (to Average Assets) $ 3,019,973 10.2 % $ 1,184,213 > 4.0 % As of December 31, 2022 (3) : Common Equity Tier 1 Capital (to Risk-Weighted Assets) $ 3,040,662 12.9 % $ 1,645,807 > 7.0 % Tier 1 Capital (to Risk-Weighted Assets) $ 3,040,662 12.9 % $ 1,998,480 > 8.5 % Total Capital (to Risk-Weighted Assets) $ 3,338,645 14.2 % $ 2,468,711 > 10.5 % Tier 1 Capital (to Average Assets) $ 3,040,662 10.3 % $ 1,185,280 > 4.0 % (1) Reflects the U.S. Basel III minimum required ratio plus the applicable capital conservation buffer. (2) The Bank’s regulatory capital ratios also exceeded all applicable standards for the Bank to qualify as “well capitalized” under the prompt corrective action framework. (3) For December 31, 2023 and 2022, the actual amounts and the actual ratios include the respective adjusted transition amounts discussed above that were phased in at the beginning of 2023 and 2022. 2023 Form 10-K — SLM CORPORATION 77 Dividends 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 Company relies on dividends from the Bank, as necessary, to enable the Company to pay any declared dividends and other payments and consummate share repurchases, as described herein. The Bank declared $550 million, $700 million, and $1.4 billion in dividends to the Company for the years ended December 31, 2023, 2022, and 2021, respectively, with the proceeds primarily used to fund share repurchase programs and stock dividends. See Part I, Item 1. “Business — Supervision and Regulation — Regulation of Sallie Mae Bank — Dividends and Share Repurchase Programs,” regarding the expectation that the Bank will pay dividends to the Company as may be necessary to enable the Company to pay any declared dividends on its Series B Preferred Stock and common stock and to consummate any common share repurchases by the Company under the share repurchase programs. See also Part I, Item 1A. “Risk Factors — General Risks” for possible limitations on the payments of our dividends. Borrowings Outstanding borrowings consist of unsecured debt and secured borrowings issued through our term ABS program and our Secured Borrowing Facility. The issuing entities for those secured borrowings are variable interest entities and are consolidated for accounting purposes. The following table summarizes our secured borrowings at December 31, 2023 and 2022. For additional information, see Notes to Consolidated Financial Statements, Note 12, “Borrowings” in this Form 10-K. 2023 2022 As of December 31, (dollars in thousands) Short-Term Long-Term Total Short-Term Long-Term Total Unsecured borrowings: Unsecured debt (fixed-rate) $ — $ 992,200 $ 992,200 $ — $ 988,986 $ 988,986 Total unsecured borrowings — 992,200 992,200 — 988,986 988,986 Secured borrowings: Private Education Loan term securitizations: Fixed-rate — 3,585,254 3,585,254 — 3,462,363 3,462,363 Variable-rate — 650,058 650,058 — 783,765 783,765 Total Private Education Loan term securitizations — 4,235,312 4,235,312 — 4,246,128 4,246,128 Secured Borrowing Facility — — — — — — Total secured borrowings — 4,235,312 4,235,312 — 4,246,128 4,246,128 Total $ — $ 5,227,512 $ 5,227,512 $ — $ 5,235,114 $ 5,235,114 Short-term Borrowings Secured Financings On May 16, 2023, we amended our Secured Borrowing Facility to extend the maturity of the facility. The amount that can be borrowed under the facility is $2 billion. We hold 100 percent of the residual interest in the Secured Borrowing Facility trust. Under the Secured Borrowing Facility, we incur financing costs on unused borrowing capacity and on outstanding advances. The amended Secured Borrowing Facility extended the revolving period, during which we may borrow, repay, and reborrow funds, until May 15, 2024. The scheduled amortization period, during which amounts outstanding under the Secured Borrowing Facility must be repaid, ends on May 15, 2025 (or earlier, if certain material adverse events occur). At both December 31, 2023 and December 31, 2022, there were no secured borrowings outstanding under the Secured Borrowing Facility. For additional information, see Notes to Consolidated Financial Statements, Note 12, “Borrowings” in this Form 10-K. 78 SLM CORPORATION — 2023 Form 10-K Short-term borrowings have a remaining term to maturity of one year or less. The Secured Borrowing Facility’s contractual maturity is two years from the date of inception or renewal (one-year revolving period plus a one-year amortization period); however, we classify advances under our Secured Borrowing Facility as short-term borrowings because it is our intention to repay those advances within one year. Long-term Borrowings Unsecured Debt On October 29, 2020, we issued at par an unsecured debt offering of $500 million of 4.20 percent Senior Notes due October 29, 2025. At December 31, 2023, the outstanding balance was $497 million. On November 1, 2021, we issued an unsecured debt offering of $500 million, 3.125 percent Senior Notes due November 2, 2026, at a price of 99.43 percent. At December 31, 2023, the outstanding balance was $495 million. Secured Financings 2023 Transactions On March 15, 2023, we executed our $579 million SMB Private Education Loan Trust 2023-A term ABS transaction, which was accounted for as a secured financing. We sold $579 million of notes to third parties and retained a 100 percent interest in the residual certificates issued in the securitization, raising approximately $572 million of gross proceeds. The Class A and Class B notes had a weighted average life of 5.06 years and priced at a weighted average SOFR equivalent cost of SOFR plus 1.53 percent. On December 31, 2023, $591 million of our Private Education Loans, including $551 million of principal and $40 million in capitalized interest, were encumbered because of this transaction. On August 16, 2023, we executed our $568 million SMB Private Education Loan Trust 2023-C term ABS transaction, which was accounted for as a secured financing. We sold $568 million of notes to third parties and retained a 100 percent interest in the residual certificates issued in the securitization, raising approximately $568 million of gross proceeds. The Class A and Class B notes had a weighted average life of 4.93 years and priced at a weighted average SOFR equivalent cost of SOFR plus 1.69 percent. On December 31, 2023, $620 million of our Private Education Loans, including $579 million of principal and $41 million in capitalized interest, were encumbered because of this transaction. 2022 Transactions On August 9, 2022, we executed our $575 million SMB Private Education Loan Trust 2022-C term ABS transaction, which was accounted for as a secured financing. We sold $575 million of notes to third parties and retained a 100 percent interest in the residual certificates issued in the securitization, raising approximately $575 million of gross proceeds. The Class A and Class B notes had a weighted average life of 4.69 years and priced at a weighted average SOFR equivalent cost of SOFR plus 1.76 percent. At December 31, 2023, $543 million of our Private Education Loans, including $513 million of principal and $30 million in capitalized interest, were encumbered because of this transaction. Pre-2022 Transactions Prior to 2022, we executed a total of $9.81 billion in ABS transactions that were accounted for as secured financings. At December 31, 2023, $4.02 billion of our Private Education Loans, including $3.90 billion of principal and $128 million in capitalized interest, were encumbered as a result of these transactions. Other Borrowing Sources We maintain discretionary uncommitted Federal Funds lines of credit with various correspondent banks, which totaled $125 million at December 31, 2023. The interest rate we are charged on these lines of credit is priced at Fed Funds plus a spread at the time of borrowing, and is payable daily. We did not utilize these lines of credit in the years ended December 31, 2023 and 2022. We established an account at the FRB to meet eligibility requirements for access to the Primary Credit borrowing facility at the FRB’s Discount Window (the “Window”). The Primary Credit borrowing facility is a lending program available to depository institutions that are in generally sound financial condition. All borrowings at the Window must be fully collateralized. We can pledge asset-backed and mortgage-backed securities, as well as FFELP Loans and Private Education Loans, to the FRB as collateral for borrowings at the Window. Generally, collateral value is assigned based on the estimated fair value of the pledged assets. At December 31, 2023 and December 31, 2022, the value of our pledged collateral at the FRB was $1.6 billion and $2.2 billion, respectively. The interest rate charged to us is the discount rate set by the FRB. We did not utilize this facility in the years ended December 31, 2023 and 2022. 2023 Form 10-K — SLM CORPORATION 79 Contractual Loan Commitments When we approve a Private Education Loan at the beginning of an academic year, that approval may cover the borrowing for the entire academic year. As such, we do not always disburse the full amount of the loan at the time of such approval, but instead have a commitment to fund a portion of the loan at a later date (usually at the start of the second semester or subsequent trimesters). At December 31, 2023, we had $2.2 billion of outstanding contractual loan commitments which we expect to fund during the remainder of the 2023/2024 academic year. At December 31, 2023, we had a $113 million reserve recorded in “Other Liabilities” to cover expected losses that may occur during the one-year loss emergence period on these unfunded commitments. Contractual Cash Obligations In addition to our contractual loan commitments, we have certain other contractual cash obligations and commitments. This includes contractual principal obligations associated with long-term Bank deposits, secured borrowings, unsecured debt, and lease obligations. Our material contractual cash obligations relate to Bank deposits. At December 31, 2023, we had $5.1 billion of principal obligations related to Bank deposits due in the next year, and $11.0 billion thereafter. At December 31, 2023, our contractual cash obligations due in the next year for secured borrowings and lease obligations were $724 million and $7 million, respectively, and our contractual cash obligations due thereafter for our secured borrowings, unsecured debt, and lease obligations were $3.5 billion, $1.0 billion, and $31 million, respectively. Common Stock Our shareholders have authorized the issuance of 1.125 billion shares of common stock (par value of $0.20). At December 31, 2023, 220 million shares were issued and outstanding and 36 million shares were unissued but encumbered for outstanding stock options, restricted stock, restricted stock units, performance stock units, and dividend equivalent units for employee compensation and remaining authority for stock-based compensation plans. See Notes to Consolidated Financial Statements, Note 14, “Stockholders’ Equity” in this Form 10-K for additional details. Arrangements with Navient Corporation In connection with the Spin-Off, we entered into the Separation and Distribution Agreement. We also entered into various other ancillary agreements with Navient to effect the Spin-Off and provide a framework for our relationship with Navient thereafter, such as a transition services agreement, a tax sharing agreement, an employee matters agreement, a loan servicing and administration agreement, a joint marketing agreement, a key services agreement, a data sharing agreement, and a master sublease agreement. The majority of these agreements were transitional in nature with most having terms that have expired. In the case of the loan servicing and administration agreement for those FFELP Loans that we hold and Navient services for us, the agreement is scheduled to expire or be renewed by the end of 2026. We continue to have exposure to risks related to Navient’s creditworthiness. If we are unable to obtain indemnification payments from Navient, our results of operations and financial condition could be materially and adversely affected. We briefly summarize below some of the most significant agreements and relationships we continue to have with Navient. For additional information regarding the Separation and Distribution Agreement and the other ancillary agreements, see our Current Report on Form 8-K filed on May 2, 2014. Separation and Distribution Agreement The Separation and Distribution Agreement addresses, among other things, the following activities: • the obligation of each party to indemnify the other against liabilities retained or assumed by that party pursuant to the Separation and Distribution Agreement and in connection with claims of third parties; • the allocation among the parties of rights and obligations under insurance policies; and • the creation of a governance structure by which matters related to the separation and other transactions contemplated by the Separation and Distribution Agreement are to be managed. 80 SLM CORPORATION — 2023 Form 10-K The Separation and Distribution Agreement provides specific processes and procedures pursuant to which we may submit claims for indemnification to Navient. If for any reason Navient is unable or unwilling to pay claims made against it, our costs, operating expenses, cash flows, and financial condition could be materially and adversely affected over time. Indemnification Obligations Pursuant to the terms of the Separation and Distribution Agreement, and as contemplated by the structure of the Spin-Off, Navient is legally obligated to indemnify the Bank against all claims, actions, damages, losses, or expenses that may arise from the conduct of all activities of pre-Spin-Off SLM occurring prior to the Spin-Off, except for certain liabilities related to the conduct of the pre-Spin-Off consumer banking business that were specifically assumed by the Bank (and as to which the Bank is obligated to indemnify Navient). Some significant examples of the types of indemnification obligations Navient has under the Separation and Distribution Agreement and related ancillary agreements include: • Navient is required to indemnify the Company and the Bank for any liabilities, costs, or expenses they may incur arising from any action or threatened action related to the servicing, operations, and collections activities of pre-Spin-Off SLM and its subsidiaries with respect to Private Education Loans and FFELP Loans that were assets of the Bank or Navient at the time of the Spin-Off; provided that written notice was provided to Navient on or prior to April 30, 2017, the third anniversary date of the Spin-Off. Navient is not required to indemnify for changes in law or changes in prior existing interpretations of law that occur on or after April 30, 2014. • In connection with the Spin-Off, we recorded a liability related to uncertain tax positions of $27 million for which we are indemnified by Navient. As of December 31, 2023, the remaining balance of the indemnification receivable related to those uncertain tax positions was zero. Long-Term Arrangements The loan servicing and administration agreement governs the terms by which Navient provides servicing, administration, and collection services for the Bank’s portfolio of FFELP Loans, as well as servicing history information with respect to Private Education Loans previously serviced by Navient and access to certain promissory notes in Navient’s possession. The term of the loan servicing and administration agreement has been extended to December 31, 2026. The tax sharing agreement governs the respective rights, responsibilities, and obligations of us and Navient after the Spin-Off relating to taxes, including with respect to the payment of taxes, the preparation and filing of tax returns, and the conduct of tax contests. Under this agreement, each party is generally liable for taxes attributable to its business. The agreement also addresses the allocation of tax liabilities that are incurred as a result of the Spin-Off and related transactions. 2023 Form 10-K — SLM CORPORATION 81 Critical Accounting Policies and Estimates Management’s Discussion and Analysis of Financial Condition and Results of Operations addresses our consolidated financial statements, which have been prepared in accordance with GAAP. Notes to Consolidated Financial Statements, Note 2, “Significant Accounting Policies” in this Form 10-K includes a summary of the significant accounting policies and methods used in the preparation of our consolidated financial statements. The preparation of these financial statements requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and the reported amounts of income and expenses during the reporting periods. Actual results may differ from these estimates under varying assumptions or conditions. On a quarterly basis, management evaluates its estimates, particularly those that include the most difficult, subjective, or complex judgments and are often about matters that are inherently uncertain. The most significant judgments, estimates, and assumptions relate to the following critical accounting policies that are discussed in more detail below. Allowance for Credit Losses Allowance for Credit Losses We maintain an allowance for credit losses for the lifetime expected credit losses on loans in our portfolios, as well as for future loan commitments, at the reporting date. In determining the lifetime expected credit losses on our Private Education Loan portfolio loan segments, we use a discounted cash flow method. This method requires us to project future principal and interest cash flows on our loans in those portfolios. To estimate the future expected cash flows, we use a vintage-based model that considers life of loan loss expectations, prepayments, defaults, recoveries, and any other adjustments deemed necessary, to determine the adequacy of the allowance at each balance sheet date. These cash flows are discounted at the loan’s effective interest rate to calculate the present value of those cash flows. Management adjusts the effective interest rate used to discount expected cash flows to incorporate expected prepayments. The difference between the present value of those cash flows and the amortized cost basis of the underlying loans is the allowance for credit losses. Entities that measure credit losses based on the present value of expected future cash flows are permitted to report the entire change in present value as credit loss expense, but may alternatively report the change in present value due to the passage of time as interest income. We have elected to report the entire change in present value as credit loss expense. In determining the loss rates used for the vintage-based approach, we start with our historical loss rates, stratify the loans within each vintage, and then adjust the loss rates based upon economic factors forecasted over a reasonable and supportable forecast period. The reasonable and supportable forecast period is meant to represent the period in which we believe we can estimate the impact of forecasted economic factors in our expected losses. At the end of the reasonable and supportable forecast period, we immediately revert our forecasted economic factors to long-term historical loss conditions. We use a two-year reasonable and supportable forecast period, although this period is subject to change as our view evolves on our ability to reasonably forecast economic conditions to estimate future losses. In estimating our current expected credit losses, we use a combination of expected economic scenarios coupled with our historical experience to derive a base case adjusted for any qualitative factors (as described below). We also develop an adverse and favorable economic scenario. At each reporting date, we determine the appropriate weighting of these alternate scenarios based upon the current economic conditions and our view of the risks of alternate outcomes. This weighting of expectations is used in calculating our current expected credit losses recorded each period. In estimating recoveries, we use both estimates of what we would receive from the sale of defaulted loans as well as historical borrower payment behavior to estimate the timing and amount of future recoveries on charged-off loans. We use historical experience and economic forecasts to estimate future prepayment speeds. At the end of the two-year reasonable and supportable forecast for prepayments, we immediately revert to our historical long-term prepayment rates. In addition to the above modeling approach, we also take certain other qualitative factors into consideration when calculating the allowance for credit losses, which could result in management overlays (increases or decreases to the allowance for credit losses). These qualitative factors include, but are not limited to, changes in lending policies and procedures, including changes in underwriting standards, changes in servicing policies and collection administration practices, state law changes that could impact servicing and collection practices, charge-offs, recoveries not already included in the analysis, the effect of other external factors such as legal and regulatory requirements on the level of estimated current expected credit losses, the performance of the model over time versus actual losses, and any other operational or regulatory changes that could affect our estimate of future losses. 82 SLM CORPORATION — 2023 Form 10-K The evaluation of the allowance for credit losses is inherently subjective, as it requires material estimates that may be susceptible to significant changes. If actual future performance in delinquency, charge-offs, and recoveries is significantly different than estimated, or management assumptions or practices were to change, this could materially affect the estimate of the allowance for credit losses, the timing of when losses are recognized, and the related provision for credit losses on our consolidated statements of income. When calculating our allowance for credit losses and liability for unfunded commitments, we incorporate several inputs that are subject to change period to period. These include, but are not limited to, CECL model inputs and any overlays deemed necessary by management. The most impactful CECL model inputs include: • Economic forecasts; • Weighting of economic forecasts; • Prepayment speeds; and • Recovery rates. Management overlays can encompass a broad array of factors not captured by model inputs, including but not limited to, changes in servicing policies, collection administration practices, state law changes that could impact servicing and collection practices, and observed differences between forecasted and actual results. In the fourth quarter of 2022, we further increased our allowance for credit losses to reflect higher expected future periodic defaults in both the near term (reasonable and supportable period) and long term. This change reflected our estimate that the elevated default rates experienced in the latter half of 2022 would continue into 2023 and then decline over time. This estimate of future losses, like other aspects of our estimate of current expected credit losses, is susceptible to significant changes. Of the model inputs outlined above, economic forecasts, weighting of economic forecasts, prepayments speeds, and recovery rates are subject to estimation uncertainty, and changes in these inputs could have a material impact to our allowance for credit losses and the related provision for credit losses. In the fourth quarter of 2022, we changed our loss model to include forecasts of college graduate unemployment, retail sales, and median family income in determining the adequacy of the allowance for credit losses. Prior to this change, we included forecasts of college graduate unemployment and the Consumer Price Index in our loss forecasting models. We obtain forecasts for these inputs from Moody’s Analytics. Moody’s Analytics provides a range of forecasts for each of these inputs with various likelihoods of occurrence. We determine which forecasts we will include in our estimation of allowance for credit losses and the associated weightings for each of these inputs. At December 31, 2021, December 31, 2022, and December 31, 2023, we used the Base (50th percentile likelihood of occurring)/S1 (stronger near-term growth scenario with 10 percent likelihood of occurring)/S3 (downside scenario with 10 percent likelihood of occurring) scenarios and weighted them 40 percent, 30 percent, and 30 percent, respectively. Management reviews both the scenarios and their respective weightings each quarter in determining the allowance for credit losses. In 2023, we experienced slower prepayment rates due to the rising interest rate environment. Historically, when rates rise loan prepayments and consolidation activity by third parties decline, and when rates decline loan prepayments and consolidation activity increase. During 2023, our estimates of future prepayment speeds reflect the current interest rate environment and future expectations of increased prepayment speeds in line with market expectations of a decline in interest rates based on the scenarios produced by Moody's Analytics described above. Slower prepayment speeds increase the allowance for credit losses because the loss rates applied in the future periods are applied to higher loan balances. We experienced higher prepayments during the COVID-19 pandemic, when unemployment rates were elevated, than we would have expected based upon our experience during past financial crises. As a result, during 2021 we increased our estimate of prepayment speeds to reflect higher short-term and long-term prepayment experience, which had a beneficial impact on the allowance for credit losses at that time. 2023 Form 10-K — SLM CORPORATION 83 A 100-basis point increase or decrease in the following inputs to the CECL loss model is estimated to change the allowance as follows: Estimated Increase (Decrease) to the Allowance for Credit Losses (1) (Dollars in millions) +100 Basis Points -100 Basis Points College graduate unemployment rate (2) $ 62,135 $ (85,010) Prepayment speeds (2) (16,453) 16,528 Recovery rates (3) (17,402) 17,402 (1) Based on our Private Education Loan Portfolio at December 31, 2023. (2) The estimated impacts of changes were calculated for the two-year reasonable and supportable period, but were not calculated for the remaining periods since long-term assumptions used to calculate the allowance for the remaining periods will not change. (3) The estimated change in the recovery rate is based on long-term assumptions. A 100-basis point increase or decrease in the retail sales or median family income does not result in material changes to our allowance for credit losses. Increases in the weighting of economic forecasts resulting in greater weight given to more severe economic forecasts would result in an increase in the allowance for credit losses. The estimated impacts of changes in the above table were calculated for the two-year reasonable and supportable period, but were not calculated for the remaining periods since long-term assumptions used to calculate the allowance for the remaining periods are based on longer term averages and only change when we determine there is a fundamental change that will affect long-term rates. Below we describe in further detail our policies and procedures for the allowance for credit losses as they relate to our Private Education Loan and FFELP Loan portfolios. During the third quarter of 2022, we reclassified our Credit Card loan portfolio to loans held-for-sale and subsequently sold the Credit Card portfolio to a third party in May 2023. Allowance for Private Education Loan Losses In addition to the key assumptions/estimates described above, some estimates are unique to our Private Education Loan portfolio. Estimates are made on our Private Education Loans regarding when each borrower will separate from school. The cash flow timing of when a borrower will begin making full principal and interest payments is dependent upon when the student either graduates or leaves school. These dates can change based upon many factors. We receive information regarding projected graduation dates from a third-party clearinghouse. The separation from school date is updated quarterly based on updated information received from the clearinghouse. Additionally, when we have a contractual obligation to fund a loan or a portion of a loan at a later date, we make an estimate regarding the percentage of this obligation that will be funded. This estimate is based on historical experience. For unfunded commitments, we recognize the related life of loan allowance as a liability. Once the loan is funded, that liability transfers to the allowance for Private Education Loan losses. Key Credit Quality Indicators - Private Education Loans We determine the collectability of our Private Education Loan portfolio by evaluating certain risk characteristics. We consider credit score at original approval and periodically refreshed/updated credit scores through the loan’s term, existence of a cosigner, loan status, and loan seasoning as the key credit quality indicators because they have the most significant effect on the determination of the adequacy of our allowance for credit losses. Credit scores are an indicator of the creditworthiness of borrowers, and the higher the credit scores the more likely it is the borrowers will be able to make all of their contractual payments. Loan status affects the credit risk because a past due loan is more likely to result in a credit loss than a current loan. Additionally, loans in the deferred payment status have different credit risk profiles compared with those in current pay status. Loan seasoning affects credit risk because a loan with a history of making payments generally has a lower incidence of default than a loan with a history of making infrequent or no payments. The 84 SLM CORPORATION — 2023 Form 10-K existence of a cosigner lowers the likelihood of default as well. We monitor and update these credit quality indicators in the analysis of the adequacy of our allowance for credit losses on a quarterly basis. In the second quarter of 2023, we changed how we collect on defaulted loans. Previously, we used a mix of in-house collectors and sales to third parties. We will continue to sell a segment of defaulted loans immediately after charge-off but will no longer sell retained defaulted loans (that have been subject to internal collection attempts for six months) to third parties and instead will continue our collection efforts using in-house collectors and third-party collectors. This improved our estimate of recovery rates for the year ended December 31, 2023. When we estimate the timing and amount of future recoveries on charged-off loans, we no longer include expectations of future sales on retained defaulted loans. We continue to monitor how we collect on defaulted loans and may modify the approach from time to time based on performance, industry conventions, and/or regulatory feedback. For December 31, 2022, we used both an estimate of recovery rates from in-house collections as well as expectations of future sales of defaulted loans to estimate the timing and amount of future recoveries on charged-off loans. Private Education Loans generally do not require borrowers to begin principal and interest repayment until at least six months after the borrowers have graduated or otherwise separated from school. Consequently, the loss estimates for these loans are generally low while the borrower is in school and then increase upon the end of the grace period after separation from school. At December 31, 2023 and 2022, 25 percent and 24 percent, respectively, of the principal balance of the Private Education Loan portfolio was related to borrowers who were then in an in-school (fully deferred), grace, or other deferment status and not required to make payments. Our collection policies for Private Education Loans allow for periods of nonpayment (forbearance) for certain borrowers requesting an extended grace period upon leaving school or experiencing temporary difficulty meeting payment obligations. As part of concluding on the adequacy of the allowance for credit losses for Private Education Loans, we review key allowance and loan metrics. The most relevant of these metrics considered are the allowance coverage of net charge-offs ratio; the allowance as a percentage of ending total loans and accrued interest to be capitalized and of ending loans in repayment and accrued interest to be capitalized on loans in repayment; and delinquency and forbearance percentages. We consider a Private Education Loan to be delinquent if the borrower has not made a required payment prior to the 31st day after such payment was contractually due. Adoption of ASU No. 2022-02, “Troubled Debt Restructurings and Vintage Disclosures” On March 31, 2022, the FASB issued ASU No. 2022-02, “Troubled Debt Restructurings and Vintage Disclosures” (“ASU No. 2022-02”), which eliminated the accounting guidance for troubled debt restructurings (“TDRs”) while enhancing disclosure requirements for certain loan refinancings and restructurings by creditors when a borrower is experiencing financial difficulty. The enhanced disclosures are required to be provided for modifications made starting in the period of adoption. Information about modifications in periods before adoption is not required to be provided. ASU No. 2022-02 also requires that entities disclose current-period gross charge-offs by year of origination. For entities that have adopted the amendments in CECL, the amendment is effective for fiscal years beginning after December 15, 2022, including interim periods within those fiscal years. Early adoption of the amendments in ASU No. 2022-02 was permitted if an entity has adopted CECL. The amendments should be applied prospectively. For the transition method related to the recognition and measurement of TDRs, an entity has the option to apply a modified retrospective transition method. We elected to early adopt all aspects of ASU No. 2022-02 prospectively for the period beginning January 1, 2022. The adoption was immaterial to our consolidated financial statements. Troubled Debt Restructurings For the year ended December 31, 2021, the allowance for our TDR portfolio was included in our overall allowance for Private Education Loans. In estimating the expected defaults for our Private Education Loans that were considered TDRs, we followed the same discounted cash flow process described above but used the historical loss rates related to past TDR loans. The appropriate gross loss rates were determined for each individual loan by evaluating loan maturity, risk characteristics, and macroeconomic conditions. Our TDR portfolio was comprised mostly of loans with interest rate reductions and loans with forbearance usage greater than three months, as further described below. We adjust the terms of loans for certain borrowers when we believe such changes will help our customers manage their student loan obligations and achieve better student outcomes, and increase the collectability of the loans. These 2023 Form 10-K — SLM CORPORATION 85 changes generally take the form of a temporary forbearance of payments, a temporary or permanent interest rate reduction, a temporary or permanent interest rate reduction with a permanent extension of the loan term, and/or a short-term extended repayment alternative. Forbearance is granted prospectively for borrowers who are current in their payments and may be granted retroactively for certain delinquent borrowers. Prior to January 1, 2022, we classified a loan as a TDR due to forbearance using a two-step process. The first step was to identify a loan that was in full principal and interest repayment status and received more than three months of forbearance in a 24-month period; however, during the first nine months after a loan had entered full principal and interest repayment status, we did not count up to the first six months of forbearance received during that period against the three-month policy limit. The second step was to evaluate the creditworthiness of the loan by examining its most recent refreshed FICO score. Loans that met the criteria in the first test and had a FICO score above a certain threshold (based on the most recent quarterly FICO score refresh) were not classified as TDRs. Loans that met the criteria in the first test and had a FICO score under the threshold (based on the most recent quarterly FICO score refresh) were classified as TDRs. A loan also became a TDR when it was modified to reduce the interest rate on the loan (regardless of when such modification occurred and/or whether such interest rate reduction was temporary). Once a loan qualified for TDR status, it remained a TDR for allowance purposes for the remainder of its life. About half our loans that were considered TDRs involved a temporary forbearance of payments and did not change the contractual interest rate of the loan. Off-Balance Sheet Exposure for Contractual Loan Commitments When we approve a Private Education Loan at the beginning of an academic year, that approval may cover the borrowing for the entire academic year. As such, we do not always disburse the full amount of the loan at the time of such approval, but instead have a commitment to fund a portion of the loan at a later date (usually the start of the second semester or subsequent trimesters). We estimate expected credit losses over the contractual period in which we are exposed to credit risk via a contractual obligation to extend credit, unless that obligation is unconditionally cancellable by us. The discounted cash flow approach described above includes expected future contractual disbursements. The portion of the allowance for credit losses related to future disbursements is shown as a liability on the face of the balance sheet, and related provision for credit losses is reflected on the income statement. Uncollectible Interest The majority of the total accrued interest receivable on our Private Education Loan portfolio represents accrued interest on deferred loans where no payments are due while the borrower is in school and on fixed-pay loans where the borrower makes a $25 monthly payment that is smaller than the interest accrued on the loan in that month. The accrued interest on these loans will be capitalized and increase the unpaid principal balance of the loans when the borrower exits the grace period after separation from school. The discounted cash flow approach described above considers both the collectability of principal as well as this portion of accrued interest that is expected to capitalize to the balance of the loan. Therefore, the allowance for this portion of accrued interest balance is included in our allowance for credit losses. The discounted cash flow approach does not consider interest accrued on loans that are in a full principal and interest repayment status or in interest-only repayment status. We separately capture the amount of expected uncollectible interest associated with these loans using historical experience to estimate the uncollectible interest for the next four months at each period-end date. This amount is recorded as a reduction of interest income. Accrued interest receivable is separately disclosed on the face of the balance sheet. Allowance for FFELP Loan Losses FFELP Loans are insured as to their principal and accrued interest in the event of default, subject to a risk-sharing level based on the date of loan disbursement. These insurance obligations are supported by contractual rights against the United States. For loans disbursed on or after July 1, 2006, we receive 97 percent reimbursement on all qualifying claims. For loans disbursed after October 1, 1993, and before July 1, 2006, we receive 98 percent reimbursement on all qualifying claims. For loans disbursed prior to October 1, 1993, we receive 100 percent reimbursement. Because we bear a maximum of three percent loss exposure due to this federal guarantee, our allowance for credit losses for FFELP Loans and related periodic provision expense are relatively small. We use the gross loss approach when estimating the allowance for credit losses for the unguaranteed portion of our FFELP Loans. We maintain an allowance for credit losses for our FFELP Loans at a level sufficient to cover lifetime expected credit losses. The allowance for FFELP Loan losses uses historical experience of customer default behavior. We apply the default rate projections, net of applicable risk sharing, to our FFELP Loans for the current period to perform our quantitative calculation. Once the quantitative calculation is performed, we review the adequacy of the allowance for credit losses and determine if qualitative adjustments need to be considered. 86 SLM CORPORATION — 2023 Form 10-K Risk Management Our Approach Risk is inherent in our business activities and the specialized lending industry we serve. The ability of management to identify, manage, and remediate risk in a timely manner is critical to our continued success. Our risk management framework is designed to assess, manage, and report these risks and escalate as appropriate to the Board of Directors or its designee. Risk Oversight Our Board of Directors oversees our overall strategic direction, including our risk management capability and effectiveness. The Board of Directors has oversight of key policies as well as the risk management framework developed and administered by the management team. We have a robust process to escalate meaningful departures from our risk appetite statements to the Board. The Board of Directors oversees the continued development of the risk management framework. The Governance Framework Our overall objective is to ensure all significant risks inherent in our business can be identified and appropriately mitigated. To this end, we have adopted the “three lines of defense” approach to governance. Specifically, the business units form the “first line of defense” and are the “owners” of risks in their business activities. As the risk owner, the first line of defense is accountable for the day-to-day execution of risk and control policies and procedures (including activities performed by third-party contractors). The “second line of defense” is our Risk Management function, which is independent from the first line of defense. The second line of defense conducts oversight and effective challenge of the risk-taking activities within the first line of defense. Finally, the Internal Audit function comprises the “third line of defense.” The Internal Audit function provides opinions to the Board of Directors on the effectiveness of the first and second lines of defense, as reflected in audit reports. Risk Management Policy and Risk Appetite Standard The Risk Management Policy and Risk Appetite Standard are designed to establish a stable risk and control environment across the enterprise. The policy, which is approved by the Board of Directors, outlines the framework used to ensure that risk and control issues across the enterprise are identified, assessed, measured, monitored, and reported. The Risk Management Policy, the Risk Appetite Standard, and the related policies and procedures constitute the core of the risk management program. Sallie Mae leverages risk appetite to outline the level of risk we are willing to accept within each risk category, as described below, in pursuit of our business objectives. Compliance with our risk appetite is monitored using a set of risk metrics, with defined thresholds and limits, for each risk category. The Enterprise Risk Committee provides oversight of the risk appetite standard with escalation to the Board of Directors, as appropriate. Board of Directors Committee Structure We have a robust Board of Directors committee structure as outlined below that facilitates oversight, effective challenge, and escalation of risk and control issues . • Financial Risk Committee. The Financial Risk Committee assists the Board of Directors in fulfilling its risk management oversight responsibilities with regard to the Company’s major financial risks, including credit risk, market risk, and liquidity risk. The Financial Risk Committee, along with the Operational and Compliance Risk Committee, provides oversight of the development, maintenance, and monitoring of the Company’s risk management framework, risk governance structure, and risk appetite statements, metrics, and associated limits and thresholds, and the promotion of our risk management culture. The Financial Risk Committee receives periodic updates on compliance with the framework from the Chief Risk Officer. • Operational and Compliance Risk Committee. The Operational and Compliance Risk Committee assists the Board of Directors in fulfilling its oversight responsibilities relating to the major non-financial risks, including compliance risks, operational risks, information and cyber security risk, and model risk. The Operational and Compliance Risk Committee, along with the Financial Risk Committee, provides oversight of the development, maintenance, and monitoring of our risk management framework, risk governance structure, and risk appetite statements, metrics, and associated limits and thresholds, and the promotion of our risk management culture. The 2023 Form 10-K — SLM CORPORATION 87 Operational and Compliance Risk Committee receives periodic updates on compliance with the framework from the Chief Risk Officer. • Audit Committee . The Audit Committee is responsible for oversight of the quality and integrity of our financial statements, accounting and reporting processes, the performance of the Internal Audit function, and the qualifications, hiring, performance, and independence of our independent registered public accounting firm. • Nominations and Governance Committee. The Nominations and Governance Committee recommends to the Board of Directors appropriate standards of corporate governance, and assists the Board of Directors in fulfilling its obligations with regard to oversight of the operations of the Board of Directors, the qualifications and independence of directors, nominations to the Board of Directors, and compliance with the corporate governance standards. The Nominations and Governance Committee also provides oversight of the ESG matters of the Company. • Compensation Committee . The Compensation Committee assists the Board of Directors in fulfilling its oversight responsibilities related to the compensation and benefits of our Chief Executive Officer (“CEO”) and the non-employee members of the Board of Directors, our incentive compensation and benefits practices for employees of all levels, and management’s succession planning. Additionally, the Compensation Committee provides oversight of human capital management, including in the areas of diversity, equity, and inclusion. • Preferred Stock Committee. The Preferred Stock Committee monitors and evaluates proposed actions that may impact the rights of holders of our preferred stock. Management-Level Committee Structure Executive Committee . The EC is authorized by the Board of Directors to assist the CEO in the general supervision of the business of the Company. Specifically, the EC will (i) provide to the CEO advice and counsel, subject matter expertise, and recommendations as requested, and (ii) through its subcommittees, facilitate the evaluation and decision-making on routine cross-functional matters, and assist management in the fulfillment of management’s duties related to specific risks. The EC has established the following sub-committees to assist in fulfilling its duties. • Enterprise Risk Committee (“ERC”). The ERC provides independent oversight and monitoring of the risk and control environment. The ERC is jointly accountable to the Financial Risk Committee and the Operational and Compliance Risk Committee of the Board of Directors and provides for escalation accordingly. • Credit Committee . The Credit Committee is responsible for credit and counterparty risk, product pricing, and credit and collections operations. • Operational and Compliance Risk Committee . The OCRC is the oversight body for the identification, assessment, remediation, measurement, and reporting of operational and compliance risks. • Asset and Liability Committee (“ALCO”). ALCO is responsible for the strategy, processes, and authorities with which the Bank’s interest rate risk, liquidity, and capital adequacy are managed. • Policy Management Committe e (“PMC”) The PMC is responsible for the effective and efficient administration of the Company’s policies, standards, and procedures. Each of these sub-committees is comprised of subject matter experts from the senior management team and is accountable to the EC. Moreover, these sub-committees may be supported by steering or working groups, as appropriate. Disclosure Committee. Our Disclosure Committee assists our CEO and Chief Financial Officer in their review of periodic SEC reporting documents, earnings releases, investor materials, and related disclosure policies and procedures. Internal Audit Internal Audit provides independent assurance to the Audit Committee of the Board of Directors as to the adequacy and effectiveness of our risk management, control, and governance processes. Internal Audit also assists management by providing objective assurance, credible challenge, and consulting services around matters involving risk management. Internal Audit regularly performs selected reviews of our risk management and compliance functions to assess the effectiveness of the overall risk management framework, identifies areas that may require increased focus and resources, and reports significant control issues and recommendations to executive management and the Audit Committee of the Board of Directors. Annually, Internal Audit performs an independent risk assessment to evaluate the risk of all significant components of the Company and uses the results to develop an annual, risk-based Internal Audit plan to provide the assurance services noted above. 88 SLM CORPORATION — 2023 Form 10-K Risk Categories Risk categories are a foundational element of the risk management framework; they are widely used in risk identification and provide the basis for risk aggregation and reporting. The Company has identified six major risk categories: Strategic Risk . Strategic risk is the risk of: adverse impacts to enterprise value, current or anticipated earnings, capital, or franchise value arising from the Company’s competitive and market position and evolving forces in the industry that can affect that position; lack of responsiveness to these conditions; strategic decisions to change the Company’s scale, market position, or operating model; or failure to appropriately consider implementation risks inherent in the Company’s strategy. The overall development of the Company’s strategic plan includes extensive engagement with the Board of Directors. Similarly, the Board of Directors provides oversight and effective challenge on performance relative to the strategic plan. Credit Risk . Credit risk is the risk of adverse impacts to earnings, capital, or reputation resulting from obligors’ failure, or the increased probability thereof, to meet the terms of a lending, issuer, or counterparty agreement. Credit risk is found in all activities where success depends on counterparty, issuer, or borrower performance. The credit risk related to Private Education Loans is managed within a credit risk infrastructure that includes: (i) a well-defined underwriting, asset quality, and collection policy framework; (ii) an ongoing monitoring and review process of portfolio composition and trends; (iii) assignment and management of credit authorities and responsibilities; and (iv) establishment of an allowance for credit losses that covers estimated future losses based upon an analysis of portfolio metrics and economic factors. Credit risk related to derivative contracts is managed by reviewing counterparties for credit strength on an ongoing basis and through our credit policies, which place limits on the amount of exposure we may take with any one counterparty and require collateral to secure the position. The credit and counterparty risk associated with derivatives is measured based on the replacement cost should the counterparty with contracts in a gain position to us fail to perform under the terms of the contract. Credit risk exposure is managed primarily through the Credit Committee, and regular reporting on credit programs and credit metrics is provided to the Financial Risk Committee of the Board of Directors. Market Risk. Market risk is the risk of adverse impacts to earnings, capital, or reputation resulting from fluctuations in market conditions such as changes in interest rates, foreign exchange rates, commodity prices, equity prices, and other financial market factors. We are exposed to various types of market risk, in particular the risk of loss resulting from interest rate risk, basis risk, and other risks that arise through the management of our investment, debt, and loan portfolios. Market risk exposures are managed primarily through ALCO. These activities are closely tied to those related to the management of our funding and liquidity risks. The Financial Risk Committee of our Board of Directors periodically reviews and approves the investment and asset and liability management policies and contingency funding plan developed and administered by ALCO. The Chief Financial Officer provides reports to the Financial Risk Committee of the Board of Directors on market risk management. Liquidity Risk . Liquidity risk is the risk of adverse impacts to earnings, capital, reputation, or survival resulting from not being able to meet the Company’s financial obligations when they become due, whether due to a lack of available funding or the inability to liquidate assets in a timely and cost-effective manner. Our primary liquidity needs include our ongoing ability to: meet our funding needs through market cycles, including periods of financial stress; manage the relative maturities of assets and liabilities on our balance sheet; fund disbursements of Private Education Loans and other loans; and service our indebtedness and bank deposits. Ultimately, our liquidity risk relates to our ability to access the capital markets at reasonable rates and to maintain deposits and other funding sources through the Bank, as well as our maintenance of a reserve of cash and unencumbered highly liquid investment securities that may be readily converted to cash if needed. 2023 Form 10-K — SLM CORPORATION 89 Our liquidity risk activities are centralized within our Corporate Finance department, which is responsible for developing and executing our funding strategy. We analyze and monitor our liquidity risk, maintain excess liquidity, and access diverse funding sources depending on current market conditions. Liquidity risks are overseen and recommendations approved primarily through ALCO. The Financial Risk Committee of our Board of Directors is responsible for periodically reviewing the liquidity positions and contingency funding plan developed and administered by ALCO. Operational Risk . Operational risk is the risk of adverse impacts to earnings, capital, or reputation resulting from inadequate or failed internal processes, people, and systems, or from external events. Operational risk is pervasive in that it exists in all business lines, functional units, legal entities, and geographic locations. Operational risk exposures are managed through a combination of first line of defense and control activities and second line of defense oversight. The OCRC is the management committee responsible for operational risk, and it supports the EC in its oversight duties. The OCRC is responsible for escalation to the EC, as appropriate. Additionally, our key risk indicators include operational risk metrics, thresholds, and limits and are included in the periodic reporting to the Operational and Compliance Risk Committee of the Board of Directors. Cybersecurity risk is one of our significant operational risks. We provide more detailed information on our cybersecurity risk management, strategy, and governance in Part I, Item 1C. of this Form 10-K. Compliance Risk. Compliance risk is the risk of adverse impacts to earnings, capital, or reputation resulting from violations of, or non-conformance with, the Code of Business Conduct and with laws, rules, regulations, and self regulatory organizations’ standards. Primary ownership and responsibility for compliance risk is placed with the first line of defense to identify and manage. Our Compliance function supports these activities by providing extensive training, monitoring, and testing of the processes, policies, and procedures utilized by the first line of defense, maintaining relevant legal and regulatory requirements, and working in close coordination with our Legal department. Compliance risk metrics and regular reporting on compliance programs are provided to the Operational and Compliance Risk Committee of the Board of Directors. 90 SLM CORPORATION — 2023 Form 10-K