NAVIENT CORP - Quarter Report: 2019 June (Form 10-Q)

Table of Contents

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 10-Q

(Mark One)

☑

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

For the quarterly period ended June 30, 2019

☐

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

For the transition period from to

Commission File Number: 001-36228

Navient Corporation

(Exact name of registrant as specified in its charter)

Delaware	46-4054283
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)

123 Justison Street, Wilmington, Delaware	19801
(Address of principal executive offices)	(Zip Code)

(302) 283-8000

(Registrant’s telephone number, including area code)

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

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

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☑ No ☐

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

Large accelerated filer	☒	Accelerated filer	☐
Non-accelerated filer	☐	Smaller reporting company	☐
		Emerging growth company	☐

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

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

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

Title of each class

Trading

Symbol(s)

Name of each exchange on which registered

Common stock, par value $.01 per share

NAVI

The NASDAQ Global Select Market

6% Senior Notes due December 15, 2043

JSM

The NASDAQ Global Select Market

As of June 30, 2019, there were 230,494,278 shares of common stock outstanding.

Table of Contents

NAVIENT CORPORATION

TABLE OF CONTENTS

Part I. Financial Information


Item 1.	Financial Statements	1

Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	40

Item 3.	Quantitative and Qualitative Disclosures about Market Risk	79

Item 4.	Controls and Procedures	83

Part II. Other Information

Item 1.	Legal Proceedings	84

Item 1A.	Risk Factors	86

Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	86

Item 3.	Defaults Upon Senior Securities	86

Item 4.	Mine Safety Disclosures	86

Item 5.	Other Information	86

Item 6.	Exhibits	86

PART I. FINANCIAL INFORMATION

Item 1. Financial Statements

NAVIENT CORPORATION

CONSOLIDATED BALANCE SHEETS

(In millions, except share and per share amounts)

(Unaudited)

	June 30, 2019			December 31, 2018
Assets
FFELP Loans (net of allowance for losses of $67 and $76, respectively)	$	67,956		$	72,253
Private Education Loans (net of allowance for losses of $1,151 and $1,201, respectively)		21,564			22,245
Investments
Held-to-maturity		22			—
Other		200			226
Total investments		222			226
Cash and cash equivalents		1,746			1,286
Restricted cash and cash equivalents		2,680			3,976
Goodwill and acquired intangible assets, net		769			786
Other assets		3,383			3,404
Total assets	$	98,320		$	104,176
Liabilities
Short-term borrowings	$	6,785		$	5,422
Long-term borrowings		86,776			93,519
Other liabilities		1,447			1,688
Total liabilities		95,008			100,629
Commitments and contingencies
Equity
Common stock, par value $0.01 per share, 1.125 billion shares authorized: 450 million and 445 million shares issued, respectively		4			4
Additional paid-in capital		3,181			3,145
Accumulated other comprehensive (loss) income (net of tax (benefit) expense of $(27) and $35, respectively)		(80	)		113
Retained earnings		3,418			3,218
Total Navient Corporation stockholders’ equity before treasury stock		6,523			6,480
Less: Common stock held in treasury at cost: 220 million and 198 million shares, respectively		(3,222	)		(2,961	)
Total Navient Corporation stockholders’ equity		3,301			3,519
Noncontrolling interest		11			28
Total equity		3,312			3,547
Total liabilities and equity	$	98,320		$	104,176

Supplemental information — assets and liabilities of consolidated variable interest entities:

	June 30, 2019		December 31, 2018
FFELP Loans	$	67,700	$	71,921
Private Education Loans		19,035		19,698
Restricted cash		2,640		3,928
Other assets, net		1,009		956
Short-term borrowings		4,904		4,341
Long-term borrowings		77,373		82,738
Net assets of consolidated variable interest entities	$	8,107	$	9,424

See accompanying notes to consolidated financial statements.

NAVIENT CORPORATION

CONSOLIDATED STATEMENTS OF INCOME

(In millions, except per share amounts)

(Unaudited)

	Three Months Ended June 30,						Six Months Ended June 30,
	2019			2018			2019			2018
Interest income:
FFELP Loans	$	742		$	760		$	1,506		$	1,483
Private Education Loans		436			442			879			873
Other loans		1			1			2			2
Cash and investments		25			24			52			41
Total interest income		1,204			1,227			2,439			2,399
Total interest expense		911			929			1,860			1,773
Net interest income		293			298			579			626
Less: provisions for loan losses		68			112			144			199
Net interest income after provisions for loan losses		225			186			435			427
Other income (loss):
Servicing revenue		60			71			122			140
Asset recovery and business processing revenue		123			99			242			207
Other income (loss)		11			13			27			1
Gains on sales of loans		16			—			16			—
Gains (losses) on debt repurchases		44			(7	)		59			(8	)
Gains (losses) on derivative and hedging activities, net		(32	)		(40	)		(25	)		8
Total other income		222			136			441			348
Expenses:
Salaries and benefits		125			125			253			259
Other operating expenses		116			76			244			217
Total operating expenses		241			201			497			476
Goodwill and acquired intangible asset impairment and amortization expense		11			6			18			16
Restructuring/other reorganization expenses		1			2			2			9
Total expenses		253			209			517			501
Income before income tax expense		194			113			359			274
Income tax expense		41			30			78			64
Net income	$	153		$	83		$	281		$	210
Basic earnings per common share	$	.65		$	.31		$	1.17		$	.79
Average common shares outstanding		235			265			239			264
Diluted earnings per common share	$	.64		$	.31		$	1.16		$	.78
Average common and common equivalent shares outstanding		238			269			242			269
Dividends per common share	$	.16		$	.16		$	.32		$	.32

See accompanying notes to consolidated financial statements.

NAVIENT CORPORATION

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

(In millions)

(Unaudited)

	Three Months Ended June 30,						Six Months Ended June 30,
	2019			2018			2019			2018
Net income	$	153		$	83		$	281		$	210
Other comprehensive income:
Gains (losses) on derivatives		(162	)		42			(253	)		173
Reclassification adjustments for derivative (gains) losses included in net income (interest expense)		(2	)		(1	)		(3	)		(1	)
Total gains (losses) on derivatives		(164	)		41			(256	)		172
Income tax (expense) benefit		41			(11	)		63			(43	)
Other comprehensive income (loss), net of tax		(123	)		30			(193	)		129
Total comprehensive income	$	30		$	113		$	88		$	339

See accompanying notes to consolidated financial statements.

NAVIENT CORPORATION

CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY

(Dollars in millions, except share and per share amounts)

(Unaudited)

													Accumulated
	Common Stock Shares										Additional		Other									Total
									Common		Paid-In		Comprehensive			Retained			Treasury			Stockholders'			Noncontrolling			Total
	Issued		Treasury			Outstanding			Stock		Capital		Income (Loss)			Earnings			Stock			Equity			Interest			Equity
Balance at March 31, 2018		444,739,212		(180,132,708	)		264,606,504		$	4	$	3,127	$	173		$	3,073		$	(2,740	)	$	3,637		$	31		$	3,668
Comprehensive income:
Net income		—		—			—			—		—		—			83			—			83			—			83
Other comprehensive income (loss), net of tax		—		—			—			—		—		30			—			—			30			—			30
Total comprehensive income		—		—			—			—		—		—			—			—			113			—			113
Cash dividends:
Common stock ($.16 per share)		—		—			—			—		—		—			(42	)		—			(42	)		—			(42	)
Issuance of common shares		113,171		—			113,171			—		1		—			—			—			1			—			1
Stock-based compensation expense		—		—			—			—		6		—			—			—			6			—			6
Shares repurchased related to employee stock-based compensation plans		—		(92,369	)		(92,369	)		—		—		—			—			(1	)		(1	)		—			(1	)
Balance at June 30, 2018		444,852,383		(180,225,077	)		264,627,306		$	4	$	3,134	$	203		$	3,114		$	(2,741	)	$	3,714		$	31		$	3,745

Balance at March 31, 2019		449,807,290		(209,771,402	)		240,035,888		$	4	$	3,174	$	43		$	3,303		$	(3,094	)	$	3,430		$	13		$	3,443
Comprehensive income:
Net income		—		—			—			—		—		—			153			—			153			—			153
Other comprehensive income (loss), net of tax		—		—			—			—		—		(123	)		—			—			(123	)		—			(123	)
Total comprehensive income		—		—			—			—		—		—			—			—			30			—			30
Cash dividends:
Common stock ($.16 per share)		—		—			—			—		—		—			(37	)		—			(37	)		—			(37	)
Dividend equivalent units related to employee stock-based compensation plans		—		—			—			—		—		—			(1	)		—			(1	)		—			(1	)
Issuance of common shares		195,883		—			195,883			—		2		—			—			—			2			—			2
Stock-based compensation expense		—		—			—			—		5		—			—			—			5			—			5
Common stock repurchased		—		(9,617,008	)		(9,617,008	)		—		—		—			—			(126	)		(126	)		—			(126	)
Shares repurchased related to employee stock-based compensation plans		—		(120,485	)		(120,485	)		—		—		—			—			(2	)		(2	)		—			(2	)
Net activity in noncontrolling interest		—		—			—			—		—		—			—			—			—			(2	)		(2	)
Balance at June 30, 2019		450,003,173		(219,508,895	)		230,494,278		$	4	$	3,181	$	(80	)	$	3,418		$	(3,222	)	$	3,301		$	11		$	3,312

See accompanying notes to consolidated financial statements.

NAVIENT CORPORATION

CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY

(Dollars in millions, except share and per share amounts)

(Unaudited)

													Accumulated
	Common Stock Shares										Additional		Other									Total
									Common		Paid-In		Comprehensive			Retained			Treasury			Stockholders'			Noncontrolling			Total
	Issued		Treasury			Outstanding			Stock		Capital		Income (Loss)			Earnings			Stock			Equity			Interest			Equity
Balance at December 31, 2017		439,718,145		(176,667,573	)		263,050,572		$	4	$	3,077	$	61		$	3,004		$	(2,692	)	$	3,454		$	31		$	3,485
Comprehensive income:
Net income		—		—			—			—		—		—			210			—			210			—			210
Other comprehensive income (loss), net of tax		—		—			—			—		—		129			—			—			129			—			129
Total comprehensive income		—		—			—			—		—		—			—			—			339			—			339
Cash dividends:
Common stock ($.32 per share)		—		—			—			—		—		—			(85	)		—			(85	)		—			(85	)
Dividend equivalent units related to employee stock-based compensation plans		—		—			—			—		—		—			(2	)		—			(2	)		—			(2	)
Issuance of common shares		5,134,238		—			5,134,238			—		39		—			—			—			39			—			39
Stock-based compensation expense		—		—			—			—		18		—			—			—			18			—			18
Shares repurchased related to employee stock-based compensation plans		—		(3,557,504	)		(3,557,504	)		—		—		—			—			(49	)		(49	)		—			(49	)
Reclassification from adoption of ASU No. 2018-02		—		—			—			—		—		13			(13	)		—			—			—			—
Balance at June 30, 2018		444,852,383		(180,225,077	)		264,627,306		$	4	$	3,134	$	203		$	3,114		$	(2,741	)	$	3,714		$	31		$	3,745

Balance at December 31, 2018		445,377,826		(197,940,553	)		247,437,273		$	4	$	3,145	$	113		$	3,218		$	(2,961	)	$	3,519		$	28		$	3,547
Comprehensive income:
Net income		—		—			—			—		—		—			281			—			281			—			281
Other comprehensive income (loss), net of tax		—		—			—			—		—		(193	)		—			—			(193	)		—			(193	)
Total comprehensive income		—		—			—			—		—		—			—			—			88			—			88
Cash dividends:
Common stock ($.32 per share)		—		—			—			—		—		—			(76	)		—			(76	)		—			(76	)
Dividend equivalent units related to employee stock-based compensation plans		—		—			—			—		—		—			(5	)		—			(5	)		—			(5	)
Issuance of common shares		4,625,347		—			4,625,347			—		19		—			—			—			19			—			19
Stock-based compensation expense		—		—			—			—		17		—			—			—			17			—			17
Common stock repurchased		—		(19,034,252	)		(19,034,252	)		—		—		—			—			(233	)		(233	)		—			(233	)
Shares repurchased related to employee stock-based compensation plans		—		(2,534,090	)		(2,534,090	)		—		—		—			—			(28	)		(28	)		—			(28	)
Net activity in noncontrolling interest		—		—			—			—		—		—			—			—			—			(17	)		(17	)
Balance at June 30, 2019		450,003,173		(219,508,895	)		230,494,278		$	4	$	3,181	$	(80	)	$	3,418		$	(3,222	)	$	3,301		$	11		$	3,312

See accompanying notes to consolidated financial statements.

Table of Contents

NAVIENT CORPORATION

CONSOLIDATED STATEMENTS OF CASH FLOWS

(Dollars in millions)

(Unaudited)

	Six Months Ended June 30,
	2019			2018
Operating activities
Net income	$	281		$	210
Adjustments to reconcile net income to net cash provided by operating activities:
(Gains) on sales of loans		(16	)		—
(Gains) losses on debt repurchases		(59	)		8
Goodwill and acquired intangible asset impairment and amortization expense		18			16
Stock-based compensation expense		17			18
Mark-to-market losses (gains) on derivative and hedging activities, net		173			(63	)
Provisions for loan losses		144			199
Decrease (increase) in accrued interest receivable		22			(121	)
(Decrease) increase in accrued interest payable		(29	)		86
Decrease in other assets		148			160
Decrease in other liabilities		(177	)		(31	)
Total adjustments		241			272
Net cash provided by operating activities		522			482
Investing activities
Education loans acquired and originated		(1,970	)		(1,555	)
Principal payments on education loans		6,411			7,340
Proceeds from sales of education loans		408			—
Other investing activities, net		32			(29	)
Net cash provided by investing activities		4,881			5,756
Financing activities
Borrowings collateralized by loans in trust - issued		4,863			5,443
Borrowings collateralized by loans in trust - repaid		(7,630	)		(6,791	)
Asset-backed commercial paper conduits, net		(2,077	)		(3,449	)
Long-term notes issued		—			495
Long-term notes repaid		(937	)		(1,443	)
Other financing activities, net		(149	)		(46	)
Common stock repurchased		(233	)		—
Common dividends paid		(76	)		(85	)
Net cash used in financing activities		(6,239	)		(5,876	)
Net (decrease) increase in cash, cash equivalents, restricted cash and restricted cash equivalents		(836	)		362
Cash, cash equivalents, restricted cash and restricted cash equivalents at beginning of period		5,262			4,646
Cash, cash equivalents, restricted cash and restricted cash equivalents at end of period	$	4,426		$	5,008
Cash disbursements made (refunds received) for:
Interest	$	1,845		$	1,618
Income taxes paid	$	22		$	24
Income taxes received	$	(1	)	$	(2	)
Reconciliation of the Consolidated Statements of Cash Flows to the Consolidated Balance Sheets:
Cash and cash equivalents	$	1,746		$	1,622
Restricted cash and restricted cash equivalents		2,680			3,386
Total cash, cash equivalents, restricted cash and restricted cash equivalents at end of period	$	4,426		$	5,008
Noncash activity:
Investing activity - Held-to-maturity asset backed securities retained related to sales of education loans	$	22		$	—
Operating activity - Servicing assets recognized upon sales of education loans	$	3		$	—

See accompanying notes to consolidated financial statements.

NAVIENT CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Information at June 30, 2019 and for the three and six months ended

June 30, 2019 and 2018 is unaudited)

1. Significant Accounting Policies

Basis of Presentation

The accompanying unaudited, consolidated financial statements of Navient have been prepared in accordance with generally accepted accounting principles in the United States of America (“GAAP”) for interim financial information. Accordingly, they do not include all of the information and footnotes required by GAAP for complete consolidated financial statements. The consolidated financial statements include the accounts of Navient and its majority-owned and controlled subsidiaries and those Variable Interest Entities (“VIEs”) for which we are the primary beneficiary, after eliminating the effects of intercompany accounts and transactions. In the opinion of management, all adjustments considered necessary for a fair statement of the results for the interim periods have been included. The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the amounts reported in the consolidated financial statements and accompanying notes. Actual results could differ from those estimates. Operating results for the three and six months ended June 30, 2019 are not necessarily indicative of the results for the year ending December 31, 2019 or for any other period. These unaudited financial statements should be read in conjunction with the audited financial statements and related notes included in our Annual Report on Form 10-K for the year ended December 31, 2018 (the “2018 Form 10-K”). Definitions for certain capitalized terms used but not otherwise defined in this Quarterly Report on Form 10-Q can be found in our 2018 Form 10-K.

Recently Issued Accounting Pronouncements

Effective in 2019

Leases

In 2016, the FASB issued ASU No. 2016-02, “Leases,” which requires the identification of arrangements that should be accounted for as leases by lessees. In general, for lease arrangements exceeding a twelve-month term, these arrangements must be recognized as assets and liabilities on the balance sheet of the lessee. Under previous GAAP, all operating leases were off-balance sheet, regardless of the term. A right-of-use asset and lease obligation will be recorded for all leases with a term exceeding twelve months, whether operating or financing, while the income statement will reflect lease expense for operating leases and amortization/interest expense for financing leases. It was effective for the Company on January 1, 2019 and resulted in recording a $28 million asset and liability with no change to the income statement. The standard was adopted prospectively without adjustment to comparative periods.

Hedging Activities

In August 2017, the FASB issued ASU No. 2017-12, “Derivatives and Hedging,” which is intended to better align risk management activities and financial reporting for hedging relationships through changes to both the designation and measurement guidance for qualifying hedging relationships and the presentation of hedge results. The new standard was effective for the Company on January 1, 2019 and requires the mark-to-market gains and losses from qualifying fair value hedge relationships to be recorded in the same line item on the income statement of the item being hedged. As a result, the mark-to-market gains and losses from fair value hedging activity are now recorded in interest expense whereas they were previously recorded in gains (losses) on derivative and hedging activities, net. This change in presentation is prospective only and resulted in $7 million and $9 million of gains being recorded in interest expense in the three and six months ended June 30, 2019, respectively.

NAVIENT CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Information at June 30, 2019 and for the three and six months ended

June 30, 2019 and 2018 is unaudited) (Continued)

1. Significant Accounting Policies (Continued)

Effective in 2020

Allowance for Loan Losses

In 2016, the FASB issued ASU No. 2016-13, “Financial Instruments — Credit Losses,” which requires measurement and recognition of an allowance for loan loss that estimates remaining expected credit losses for financial assets held at the reporting date. Our current allowance for loan loss is an incurred loss model. As a result, the new guidance will result in an increase to our allowance for loan losses. The standard is to be applied through a cumulative-effect adjustment to retained earnings as of the beginning of the first reporting period in which the guidance is effective. The standard is effective for the Company as of January 1, 2020 and will primarily impact the allowance for loan losses related to our Private Education Loans and FFELP Loans. This standard represents a significant change from existing GAAP and will result in material changes to the Company’s accounting for the allowance for loan losses. We are currently evaluating the impact of adopting this accounting standard on our consolidated financial statements and footnote disclosures.

2. Allowance for Loan Losses

Our provisions for loan losses represent the periodic expense of maintaining an allowance sufficient to absorb incurred probable losses, net of expected recoveries, in the held-for-investment loan portfolios. The evaluation of the provisions for loan losses is inherently subjective, as it requires material estimates that may be susceptible to significant changes. We segregate our Private Education Loan portfolio into two classes of loans in monitoring and assessing credit risk — Troubled Debt Restructurings (“TDRs”) and Non-TDRs. We believe that the allowance for loan losses is appropriate to cover probable losses incurred in the loan portfolios.

NAVIENT CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Information at June 30, 2019 and for the three and six months ended

June 30, 2019 and 2018 is unaudited) (Continued)

2. Allowance for Loan Losses (Continued)

Allowance for Loan Losses Metrics

	Three Months Ended June 30, 2019
(Dollars in millions)	FFELP Loans			Private Education Loans			Other Loans			Total
Allowance for Loan Losses
Beginning balance	$	67		$	1,178		$	7		$	1,252
Total provision		8			60			—			68
Charge-offs⁽¹⁾		(7	)		(87	)		(1	)		(95	)
Reclassification of interest reserve⁽²⁾		—			1			—			1
Loan sales		—			(1	)		(7	)		(8	)
Ending balance	$	67		$	1,151		$	—		$	1,218
Allowance Ending Balance:
Individually evaluated for impairment — TDR	$	—		$	1,040		$	—		$	1,040
Collectively evaluated for impairment:
Excluding Purchased Non-Credit Impaired Loans acquired at a discount and Purchased Credit Impaired Loans		67			111			—			178
Purchased Non-Credit Impaired Loans acquired at a discount⁽³⁾		—			—			—			—
Purchased Credit Impaired Loans⁽³⁾		—			—			—			—
Ending total allowance	$	67		$	1,151		$	—		$	1,218
Loans Ending Balance:
Individually evaluated for impairment — TDR	$	—		$	10,000		$	—		$	10,000
Collectively evaluated for impairment:
Excluding Purchased Non-Credit Impaired Loans acquired at a discount and Purchased Credit Impaired Loans		64,783			11,215			4			76,002
Purchased Non-Credit Impaired Loans acquired at a discount⁽³⁾		2,671			1,977			—			4,648
Purchased Credit Impaired Loans⁽³⁾		—			214			—			214
Ending total loans⁽⁴⁾	$	67,454		$	23,406		$	4		$	90,864
Charge-offs as a percentage of average loans in repayment		.05	%		1.59	%		10.19	%
Allowance coverage of charge-offs		2.2			3.3			—
Allowance as a percentage of the ending total loan balance		.10	%		4.92	%		—	%
Allowance as a percentage of the ending loans in repayment		.12	%		5.37	%		—	%
Ending total loans⁽⁴⁾	$	67,454		$	23,406		$	4
Average loans in repayment	$	56,657		$	21,854		$	28
Ending loans in repayment	$	55,684		$	21,439		$	4

⁽¹⁾

Charge-offs are reported net of expected recoveries. For Private Education Loans, the expected recovery amount is transferred to the receivable for partially charged-off loan balance. Charge-offs include charge-offs against the receivable for partially charged-off loans which represents the difference between what was expected to be recovered and any shortfalls in what was actually recovered in the period. See “Receivable for Partially Charged-Off Private Education Loans” for further discussion.

⁽²⁾	Represents the additional allowance related to the amount of uncollectible interest reserved within interest income that is transferred in the period to the allowance for loan losses when interest is capitalized to a loan’s principal balance.

⁽³⁾

The Purchased Credit Impaired Loans’ losses are not provided for by the allowance for loan losses in the above table as these loans are separately reserved for, if needed. No allowance for loan losses has been established for these loans as of June 30, 2019. The losses of the Purchased Non-Credit Impaired Loans acquired at a discount are not provided for by the allowance for loan losses in the above table as the remaining purchased discount associated with the FFELP and Private Education Loans of $34 million and $298 million, respectively, as of June 30, 2019 is greater than the incurred losses and as a result no allowance for loan losses has been established for these loans as of June 30, 2019.

⁽⁴⁾	Ending total loans for Private Education Loans includes the receivable for partially charged-off loans.

NAVIENT CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Information at June 30, 2019 and for the three and six months ended

June 30, 2019 and 2018 is unaudited) (Continued)

2. Allowance for Loan Losses (Continued)

	Three Months Ended June 30, 2018
(Dollars in millions)	FFELP Loans			Private Education Loans			Other Loans			Total
Allowance for Loan Losses
Beginning balance	$	59		$	1,298		$	10		$	1,367
Total provision		40			72			—			112
Charge-offs⁽¹⁾		(17	)		(75	)		—			(92	)
Reclassification of interest reserve⁽²⁾		—			2			—			2
Ending balance	$	82		$	1,297		$	10		$	1,389
Allowance Ending Balance:
Individually evaluated for impairment — TDR	$	—		$	1,142		$	9		$	1,151
Collectively evaluated for impairment:
Excluding Purchased Non-Credit Impaired Loans acquired at a discount and Purchased Credit Impaired Loans		82			155			1			238
Purchased Non-Credit Impaired Loans acquired at a discount⁽³⁾		—			—			—			—
Purchased Credit Impaired Loans⁽³⁾		—			—			—			—
Ending total allowance	$	82		$	1,297		$	10		$	1,389
Loans Ending Balance:
Individually evaluated for impairment — TDR	$	—		$	10,679		$	28		$	10,707
Collectively evaluated for impairment:
Excluding Purchased Non-Credit Impaired Loans acquired at a discount and Purchased Credit Impaired Loans		73,018			11,411			51			84,480
Purchased Non-Credit Impaired Loans acquired at a discount⁽³⁾		3,034			2,386			—			5,420
Purchased Credit Impaired Loans⁽³⁾		—			236			—			236
Ending total loans⁽⁴⁾	$	76,052		$	24,712		$	79		$	100,843
Charge-offs as a percentage of average loans in repayment		.11	%		1.34	%		2.63	%
Allowance coverage of charge-offs		1.2			4.3			5.1
Allowance as a percentage of the ending total loan balance		.11	%		5.25	%		12.54	%
Allowance as a percentage of the ending loans in repayment		.13	%		5.85	%		12.54	%
Ending total loans⁽⁴⁾	$	76,052		$	24,712		$	79
Average loans in repayment	$	64,238		$	22,289		$	73
Ending loans in repayment	$	62,952		$	22,174		$	79

⁽¹⁾

⁽²⁾	Represents the additional allowance related to the amount of uncollectible interest reserved within interest income that is transferred in the period to the allowance for loan losses when interest is capitalized to a loan’s principal balance.

⁽³⁾

The Purchased Credit Impaired Loans’ losses are not provided for by the allowance for loan losses in the above table as these loans are separately reserved for, if needed. No allowance for loan losses has been established for these loans as of June 30, 2018. The losses of the Purchased Non-Credit Impaired Loans acquired at a discount are not provided for by the allowance for loan losses in the above table as the remaining purchased discount associated with the FFELP and Private Education Loans of $40 million and $362 million, respectively, as of June 30, 2018 is greater than the incurred losses and as a result no allowance for loan losses has been established for these loans as of June 30, 2018.

⁽⁴⁾	Ending total loans for Private Education Loans includes the receivable for partially charged-off loans.

NAVIENT CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Information at June 30, 2019 and for the three and six months ended

June 30, 2019 and 2018 is unaudited) (Continued)

2. Allowance for Loan Losses (Continued)

	Six Months Ended June 30, 2019
(Dollars in millions)	FFELP Loans			Private Education Loans			Other Loans			Total
Allowance for Loan Losses
Beginning balance	$	76		$	1,201		$	9		$	1,286
Total provision		15			128			1			144
Charge-offs⁽¹⁾		(24	)		(181	)		(2	)		(207	)
Reclassification of interest reserve⁽²⁾		—			4			—			4
Loan sales		—			(1	)		(8	)		(9	)
Ending balance	$	67		$	1,151		$	—		$	1,218
Allowance Ending Balance:
Individually evaluated for impairment — TDR	$	—		$	1,040		$	—		$	1,040
Collectively evaluated for impairment:
Excluding Purchased Non-Credit Impaired Loans acquired at a discount and Purchased Credit Impaired Loans		67			111			—			178
Purchased Non-Credit Impaired Loans acquired at a discount⁽³⁾		—			—			—			—
Purchased Credit Impaired Loans⁽³⁾		—			—			—			—
Ending total allowance	$	67		$	1,151		$	—		$	1,218
Loans Ending Balance:
Individually evaluated for impairment — TDR	$	—		$	10,000		$	—		$	10,000
Collectively evaluated for impairment:
Excluding Purchased Non-Credit Impaired Loans acquired at a discount and Purchased Credit Impaired Loans		64,783			11,215			4			76,002
Purchased Non-Credit Impaired Loans acquired at a discount⁽³⁾		2,671			1,977			—			4,648
Purchased Credit Impaired Loans⁽³⁾		—			214			—			214
Ending total loans⁽⁴⁾	$	67,454		$	23,406		$	4		$	90,864
Charge-offs as a percentage of average loans in repayment		0.08	%		1.66	%		7.78	%
Allowance coverage of charge-offs		1.4			3.2			—
Allowance as a percentage of the ending total loan balance		.10	%		4.92	%		—	%
Allowance as a percentage of the ending loans in repayment		.12	%		5.37	%		—	%
Ending total loans⁽⁴⁾	$	67,454		$	23,406		$	4
Average loans in repayment	$	57,435		$	21,957		$	52
Ending loans in repayment	$	55,684		$	21,439		$	4

⁽¹⁾

⁽²⁾	Represents the additional allowance related to the amount of uncollectible interest reserved within interest income that is transferred in the period to the allowance for loan losses when interest is capitalized to a loan’s principal balance.

⁽³⁾

⁽⁴⁾	Ending total loans for Private Education Loans includes the receivable for partially charged-off loans.

NAVIENT CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Information at June 30, 2019 and for the three and six months ended

June 30, 2019 and 2018 is unaudited) (Continued)

2. Allowance for Loan Losses (Continued)

	Six Months Ended June 30, 2018
(Dollars in millions)	FFELP Loans			Private Education Loans			Other Loans			Total
Allowance for Loan Losses
Beginning balance	$	60		$	1,297		$	10		$	1,367
Total provision		50			149			—			199
Charge-offs⁽¹⁾		(28	)		(153	)		—			(181	)
Reclassification of interest reserve⁽²⁾		—			4			—			4
Ending balance	$	82		$	1,297		$	10		$	1,389
Allowance Ending Balance:
Individually evaluated for impairment - TDR	$	—		$	1,142		$	9		$	1,151
Collectively evaluated for impairment:
Excluding Purchased Non-Credit Impaired Loans acquired at a discount and Purchased Credit Impaired Loans		82			155			1			238
Purchased Non-Credit Impaired Loans acquired at a discount⁽³⁾		—			—			—			—
Purchased Credit Impaired Loans⁽³⁾		—			—			—			—
Ending total allowance	$	82		$	1,297		$	10		$	1,389
Loans Ending Balance:
Individually evaluated for impairment - TDR	$	—		$	10,679		$	28		$	10,707
Collectively evaluated for impairment:
Excluding Purchased Non-Credit Impaired Loans acquired at a discount and Purchased Credit Impaired Loans		73,018			11,411			51			84,480
Purchased Non-Credit Impaired Loans acquired at a discount⁽³⁾		3,034			2,386			—			5,420
Purchased Credit Impaired Loans⁽³⁾		—			236			—			236
Ending total loans⁽⁴⁾	$	76,052		$	24,712		$	79		$	100,843
Charge-offs as a percentage of average loans in repayment		.09	%		1.37	%		1.13	%
Allowance coverage of charge-offs		1.5			4.2			11.9
Allowance as a percentage of the ending total loan balance		.11	%		5.25	%		12.21	%
Allowance as a percentage of the ending loans in repayment		.13	%		5.85	%		12.21	%
Ending total loans⁽⁴⁾	$	76,052		$	24,712		$	79
Average loans in repayment	$	64,940		$	22,474		$	72
Ending loans in repayment	$	62,952		$	22,174		$	79

⁽¹⁾

⁽²⁾	Represents the additional allowance related to the amount of uncollectible interest reserved within interest income that is transferred in the period to the allowance for loan losses when interest is capitalized to a loan’s principal balance.

⁽³⁾

The Purchased Credit Impaired Loans’ losses are not provided for by the allowance for loan losses in the above table as these loans are separately reserved for, if needed. No allowance for loan losses has been established for these loans as of June 30, 2018. The losses of the Purchased Non-Credit Impaired Loans acquired at a discount are not provided for by the allowance for loan losses in the above table as the remaining purchased discount associated with the FFELP and Private Education Loans of $40 million and $362 million, respectively, as of June 30, 2018 is greater than the incurred losses and as a result no allowance for loan losses has been established for these loans as of June 30, 2018.

⁽⁴⁾	Ending total loans for Private Education Loans includes the receivable for partially charged-off loans.

NAVIENT CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Information at June 30, 2019 and for the three and six months ended

June 30, 2019 and 2018 is unaudited) (Continued)

2. Allowance for Loan Losses (Continued)

Key Credit Quality Indicators

FFELP Loans are substantially insured and guaranteed as to their principal and accrued interest in the event of default. The key credit quality indicator for this portfolio is loan status. The impact of changes in loan status is incorporated quarterly into the allowance for loan losses calculation.

	FFELP Loan Delinquencies
	June 30, 2019						December 31, 2018
(Dollars in millions)	Balance			%			Balance			%
Loans in-school/grace/deferment⁽¹⁾	$	3,530					$	3,793
Loans in forbearance⁽²⁾		8,240						8,386
Loans in repayment and percentage of each status:
Loans current		49,855			89.5	%		53,500			89.8	%
Loans delinquent 31-60 days⁽³⁾		1,540			2.8			1,964			3.4
Loans delinquent 61-90 days⁽³⁾		870			1.6			910			1.5
Loans delinquent greater than 90 days⁽³⁾		3,419			6.1			3,177			5.3
Total FFELP Loans in repayment		55,684			100	%		59,551			100	%
Total FFELP Loans, gross		67,454						71,730
FFELP Loan unamortized premium		569						599
Total FFELP Loans		68,023						72,329
FFELP Loan allowance for losses		(67	)					(76	)
FFELP Loans, net	$	67,956					$	72,253
Percentage of FFELP Loans in repayment					82.6	%					83.0	%
Delinquencies as a percentage of FFELP Loans in repayment					10.5	%					10.2	%
FFELP Loans in forbearance as a percentage of loans in repayment and forbearance					12.9	%					12.3	%

⁽¹⁾

Loans for customers who may still be attending school or engaging in other permitted educational activities and are not yet required to make payments on their loans, e.g., residency periods for medical students or a grace period for bar exam preparation, as well as loans for customers who have requested and qualify for other permitted program deferments such as military, unemployment, or economic hardships.

⁽²⁾	Loans for customers who have used their allowable deferment time or do not qualify for deferment, that need additional time to obtain employment or who have temporarily ceased making full payments due to hardship or other factors such as disaster relief.

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

NAVIENT CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Information at June 30, 2019 and for the three and six months ended

June 30, 2019 and 2018 is unaudited) (Continued)

2. Allowance for Loan Losses (Continued)

For Private Education Loans, the key credit quality indicators are FICO scores, school type, the existence of a cosigner, the loan status and loan seasoning. The FICO scores and school type are assessed at origination. The other Private Education Loan key quality indicators can change and are incorporated quarterly into the allowance for loan losses calculation. The following table highlights the principal balance (excluding the receivable for partially charged-off loans) of our Private Education Loan portfolio stratified by the key credit quality indicators.

	Private Education Loan Credit Quality Indicators
	TDRs
	June 30, 2019					December 31, 2018
(Dollars in millions)	Balance⁽³⁾		% of Balance			Balance⁽³⁾		% of Balance
Credit Quality Indicators
Original Winning FICO Scores:
FICO 640 and above	$	8,828		92	%	$	9,133		92	%
FICO below 640		808		8			836		8
Total	$	9,636		100	%	$	9,969		100	%
School Type:
Not-for-profit	$	7,651		79	%	$	7,888		79	%
For-profit		1,985		21			2,081		21
Total	$	9,636		100	%	$	9,969		100	%
Cosigners:
With cosigner⁽¹⁾	$	5,998		62	%	$	6,172		62	%
Without cosigner		3,638		38			3,797		38
Total	$	9,636		100	%	$	9,969		100	%
Seasoning⁽²⁾:
1-12 payments	$	282		3	%	$	335		3	%
13-24 payments		363		4			436		4
25-36 payments		556		6			660		7
37-48 payments		784		8			934		10
More than 48 payments		7,280		75			7,178		72
Not yet in repayment		371		4			426		4
Total	$	9,636		100	%	$	9,969		100	%

⁽¹⁾	Excluding Private Education Refinance Loans, which do not have a cosigner, the cosigner rate was 62% at June 30, 2019 and December 31, 2018.

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

⁽³⁾	Balance equals the gross Private Education Loans.

NAVIENT CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Information at June 30, 2019 and for the three and six months ended

June 30, 2019 and 2018 is unaudited) (Continued)

2. Allowance for Loan Losses (Continued)

	Private Education Loan Credit Quality Indicators
	Non-TDRs
	June 30, 2019					December 31, 2018
(Dollars in millions)	Balance⁽³⁾		% of Balance			Balance⁽³⁾		% of Balance
Credit Quality Indicators
Original Winning FICO Scores:
FICO 640 and above	$	12,715		97	%	$	13,087		96	%
FICO below 640		415		3			475		4
Total	$	13,130		100	%	$	13,562		100	%
School Type:
Not-for-profit	$	11,648		89	%	$	11,953		88	%
For-profit		1,482		11			1,609		12
Total	$	13,130		100	%	$	13,562		100	%
Cosigners:
With cosigner⁽¹⁾	$	5,979		46	%	$	6,961		51	%
Without cosigner		7,151		54			6,601		49
Total	$	13,130		100	%	$	13,562		100	%
Seasoning⁽²⁾:
1-12 payments	$	3,205		24	%	$	3,353		25	%
13-24 payments		1,285		10			486		3
25-36 payments		465		4			322		2
37-48 payments		280		2			383		3
More than 48 payments		7,580		58			8,626		64
Not yet in repayment		315		2			392		3
Total	$	13,130		100	%	$	13,562		100	%

⁽¹⁾	Excluding Private Education Refinance Loans, which do not have a cosigner, the cosigner rate was 67% at June 30, 2019 and December 31, 2018.

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

⁽³⁾	Balance equals the gross Private Education Loans.

NAVIENT CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Information at June 30, 2019 and for the three and six months ended

June 30, 2019 and 2018 is unaudited) (Continued)

2. Allowance for Loan Losses (Continued)

	Private Education Loan Delinquencies
	TDRs
	June 30, 2019						December 31, 2018
(Dollars in millions)	Balance			%			Balance			%
Loans in-school/grace/deferment⁽¹⁾	$	371					$	426
Loans in forbearance⁽²⁾		505						518
Loans in repayment and percentage of each status:
Loans current		7,816			89.2	%		7,890			87.4	%
Loans delinquent 31-60 days⁽³⁾		276			3.2			344			3.8
Loans delinquent 61-90 days⁽³⁾		191			2.2			235			2.6
Loans delinquent greater than 90 days⁽³⁾		477			5.4			556			6.2
Total TDR loans in repayment		8,760			100	%		9,025			100	%
Total TDR loans, gross		9,636						9,969
TDR loans unamortized discount		(209	)					(212	)
Total TDR loans		9,427						9,757
TDR loans receivable for partially charged-off loans		364						367
TDR loans allowance for losses		(1,040	)					(1,100	)
TDR loans, net	$	8,751					$	9,024
Percentage of TDR loans in repayment					90.9	%					90.5	%
Delinquencies as a percentage of TDR loans in repayment					10.8	%					12.6	%
Loans in forbearance as a percentage of TDR loans in repayment and forbearance					5.4	%					5.4	%

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

⁽²⁾	Loans for customers who have requested extension of grace period generally during employment transition or who have temporarily ceased making full payments due to hardship or other factors such as disaster relief, 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.

NAVIENT CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Information at June 30, 2019 and for the three and six months ended

June 30, 2019 and 2018 is unaudited) (Continued)

2. Allowance for Loan Losses (Continued)

	Private Education Loan Delinquencies
	Non-TDRs
	June 30, 2019						December 31, 2018
(Dollars in millions)	Balance			%			Balance			%
Loans in-school/grace/deferment⁽¹⁾	$	315					$	392
Loans in forbearance⁽²⁾		136						158
Loans in repayment and percentage of each status:
Loans current		12,553			99.0	%		12,851			98.8	%
Loans delinquent 31-60 days⁽³⁾		51			.4			71			.5
Loans delinquent 61-90 days⁽³⁾		28			.2			32			.3
Loans delinquent greater than 90 days⁽³⁾		47			.4			58			.4
Total non-TDR loans in repayment		12,679			100	%		13,012			100	%
Total non-TDR loans, gross		13,130						13,562
Non-TDR loans unamortized discount		(482	)					(547	)
Total non-TDR loans		12,648						13,015
Non-TDR loans receivable for partially charged-off loans		276						307
Non-TDR loans allowance for losses		(111	)					(101	)
Non-TDR loans, net	$	12,813					$	13,221
Percentage of non-TDR loans in repayment					96.6	%					95.9	%
Delinquencies as a percentage of non-TDR loans in repayment					1.0	%					1.2	%
Loans in forbearance as a percentage of non- TDR loans in repayment and forbearance					1.1	%					1.2	%

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

⁽²⁾	Loans for customers who have requested extension of grace period generally during employment transition or who have temporarily ceased making full payments due to hardship or other factors such as disaster relief, 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.

NAVIENT CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Information at June 30, 2019 and for the three and six months ended

June 30, 2019 and 2018 is unaudited) (Continued)

2. Allowance for Loan Losses (Continued)

Receivable for Partially Charged-Off Private Education Loans

At the end of each month, for loans that are 212 or more days past due, we charge off the estimated loss of a defaulted loan balance. We refer to the remaining loan balance as the “receivable for partially charged-off loans.” Actual recoveries are applied against this receivable balance. If actual periodic recoveries are less than expected, the difference is immediately charged off through the allowance for Private Education Loan losses.

The following table summarizes the activity in the receivable for partially charged-off Private Education Loans.

	Three Months Ended June 30,						Six Months Ended June 30,
(Dollars in millions)	2019			2018			2019			2018
Receivable at beginning of period	$	657		$	741		$	674		$	760
Expected future recoveries of current period defaults⁽¹⁾		18			19			38			38
Recoveries⁽²⁾		(33	)		(36	)		(67	)		(74	)
Charge-offs⁽³⁾		(2	)		—			(5	)		—
Receivable at end of period	$	640		$	724		$	640		$	724

⁽¹⁾	Represents our estimate of the amount to be collected in the future.

⁽²⁾	Current period cash collections.

⁽³⁾	Represents the current period recovery shortfall — the difference between what was expected to be collected and what was actually collected. These amounts are included in total charge-offs as reported in the “Allowance for Private Education Loan Losses” table.

Troubled Debt Restructurings (“TDRs”)

We sometimes modify the terms of loans for customers experiencing financial difficulty. Where we have granted either a forbearance of greater than three months, an interest rate reduction or an extended repayment plan, these are classified as TDRs. Approximately 68% and 65% of the loans granted forbearance have qualified as a TDR loan at June 30, 2019 and December 31, 2018, respectively. The unpaid principal balance of TDR loans that were in an interest rate reduction program as of June 30, 2019 and December 31, 2018 was $2.0 billion and $1.8 billion, respectively.

NAVIENT CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Information at June 30, 2019 and for the three and six months ended

June 30, 2019 and 2018 is unaudited) (Continued)

2. Allowance for Loan Losses (Continued)

At June 30, 2019 and December 31, 2018, all of our TDR loans had a related allowance recorded. The following table provides the recorded investment, unpaid principal balance and related allowance for our TDR loans.

	TDRs
(Dollars in millions)	June 30, 2019		December 31, 2018
Recorded investment⁽¹⁾	$	9,980	$	10,326
Total ending loans⁽²⁾	$	10,000	$	10,336
Related allowance	$	1,040	$	1,100

⁽¹⁾

Recorded investment is equal to the unpaid principal balance (which includes the receivable for partially charged-off loans), accrued interest and unamortized discount.

⁽²⁾

Total ending loans includes the receivable for partially charged-off loans.

The following tables provide the average recorded investment and interest income recognized for our TDR loans.

	Three Months Ended June 30,				Six Months Ended June 30,
(Dollars in millions)	2019		2018		2019		2018
Average recorded investment	$	9,995	$	10,733	$	10,025	$	10,794
Interest income recognized	$	194	$	187	$	392	$	367

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

	Three Months Ended June 30,				Six Months Ended June 30,
(Dollars in millions)	2019		2018		2019		2018
Modified loans⁽¹⁾	$	123	$	137	$	256	$	307
Charge-offs⁽²⁾	$	75	$	60	$	155	$	120
Payment default	$	27	$	33	$	59	$	70

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

⁽²⁾	Represents loans that charged off that were classified as TDRs.

NAVIENT CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Information at June 30, 2019 and for the three and six months ended

June 30, 2019 and 2018 is unaudited) (Continued)

2. Allowance for Loan Losses (Continued)

Accrued Interest Receivable

The following table provides information regarding accrued interest receivable on our Private Education Loans.

(Dollars in millions)	Total		Greater Than 90 Days Past Due		Allowance for Uncollectible Interest
June 30, 2019
TDR	$	191	$	26	$	22
Non-TDR		128		3		6
Total	$	319	$	29	$	28
December 31, 2018
TDR	$	205	$	26	$	23
Non-TDR		149		3		4
Total	$	354	$	29	$	27

3. Borrowings

The following table summarizes our borrowings.

	June 30, 2019								December 31, 2018
(Dollars in millions)	Short Term		Long Term			Total			Short Term			Long Term			Total
Unsecured borrowings:
Senior unsecured debt⁽¹⁾	$	1,496	$	9,005		$	10,501		$	817		$	10,674		$	11,491
Total unsecured borrowings		1,496		9,005			10,501			817			10,674			11,491
Secured borrowings:
FFELP Loan securitizations⁽²⁾		72		62,405			62,477			—			66,318			66,318
Private Education Loan securitizations⁽³⁾		1,867		12,541			14,408			300			12,985			13,285
FFELP Loan — other facilities		2,270		1,836			4,106			2,927			2,625			5,552
Private Education Loan — other facilities		695		1,053			1,748			1,114			1,266			2,380
Other⁽⁴⁾		362		—			362			267			—			267
Total secured borrowings		5,266		77,835			83,101			4,608			83,194			87,802
Total before hedge accounting adjustments		6,762		86,840			93,602			5,425			93,868			99,293
Hedge accounting adjustments		23		(64	)		(41	)		(3	)		(349	)		(352	)
Total	$	6,785	$	86,776		$	93,561		$	5,422		$	93,519		$	98,941

⁽¹⁾	Includes principal amount of $1.5 billion and $817 million of short-term debt as of June 30, 2019 and December 31, 2018, respectively. Includes principal amount of $9.1 billion and $10.8 billion of long-term debt as of June 30, 2019 and December 31, 2018, respectively.

⁽²⁾

Includes $72 million and $0 of short-term debt related to the FFELP asset-backed securitization repurchase facilities (“FFELP Loan Repurchase Facilities”) as of June 30, 2019 and December 31, 2018, respectively. Includes $214 million and $244 million of long-term debt related to the FFELP Loan Repurchase Facilities as of June 30, 2019 and December 31, 2018, respectively.

⁽³⁾

Includes $1.9 billion and $300 million of short-term debt related to the Private Education Loan asset-backed securitization repurchase facilities (“Private Education Loan Repurchase Facilities”) as of June 30, 2019 and December 31, 2018, respectively. Includes $921 million and $2.0 billion of long-term debt related to the Private Education Loan Repurchase Facilities as of June 30, 2019 and December 31, 2018, respectively.

⁽⁴⁾	“Other” primarily includes the obligation to return cash collateral held related to derivative exposures.

NAVIENT CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Information at June 30, 2019 and for the three and six months ended

June 30, 2019 and 2018 is unaudited) (Continued)

3. Borrowings (Continued)

Variable Interest Entities

We consolidated the following financing VIEs as of June 30, 2019 and December 31, 2018, as we are the primary beneficiary. As a result, these VIEs are accounted for as secured borrowings.

	June 30, 2019
	Debt Outstanding								Carrying Amount of Assets Securing Debt Outstanding
(Dollars in millions)	Short Term		Long Term			Total			Loans		Cash		Other Assets			Total
Secured Borrowings — VIEs:
FFELP Loan securitizations⁽¹⁾	$	72	$	62,405		$	62,477		$	63,494	$	1,969	$	1,316		$	66,779
Private Education Loan securitizations⁽²⁾		1,867		12,541			14,408			16,433		541		173			17,147
FFELP Loan — other facilities		2,270		1,836			4,106			4,206		66		124			4,396
Private Education Loan — other facilities		695		1,053			1,748			2,602		64		18			2,684
Total before hedge accounting adjustments		4,904		77,835			82,739			86,735		2,640		1,631			91,006
Hedge accounting adjustments		—		(462	)		(462	)		—		—		(622	)		(622	)
Total	$	4,904	$	77,373		$	82,277		$	86,735	$	2,640	$	1,009		$	90,384

	December 31, 2018
	Debt Outstanding								Carrying Amount of Assets Securing Debt Outstanding
(Dollars in millions)	Short Term		Long Term			Total			Loans		Cash		Other Assets			Total
Secured Borrowings — VIEs:
FFELP Loan securitizations⁽¹⁾	$	—	$	66,318		$	66,318		$	66,266	$	3,181	$	1,211		$	70,658
Private Education Loan securitizations⁽²⁾		300		12,985			13,285			16,336		536		198			17,070
FFELP Loan — other facilities		2,927		2,625			5,552			5,656		132		162			5,950
Private Education Loan — other facilities		1,114		1,266			2,380			3,361		79		27			3,467
Total before hedge accounting adjustments		4,341		83,194			87,535			91,619		3,928		1,598			97,145
Hedge accounting adjustments		—		(456	)		(456	)		—		—		(642	)		(642	)
Total	$	4,341	$	82,738		$	87,079		$	91,619	$	3,928	$	956		$	96,503

⁽¹⁾

Includes $72 million of short-term debt, $214 million of long-term debt and $9 million of restricted cash related to the FFELP Loan Repurchase Facilities as of June 30, 2019. Includes $244 million of long-term debt and $9 million of restricted cash related to the FFELP Loan Repurchase Facilities as of December 31, 2018.

⁽²⁾

Includes $1.9 billion of short-term debt, $921 million of long-term debt and $65 million of restricted cash related to the Private Education Loan Repurchase Facilities as of June 30, 2019. Includes $300 million of short-term debt, $2.0 billion of long-term debt and $115 million of restricted cash related to the Private Education Loan Repurchase Facilities as of December 31, 2018.

4. Derivative Financial Instruments

Our risk management strategy and use of and accounting for derivatives have not materially changed from that discussed in our 2018 Form 10-K. Please refer to “Note 7 — Derivative Financial Instruments” in our 2018 Form 10-K for a full discussion.

Summary of Derivative Financial Statement Impact

The following tables summarize the fair values and notional amounts of all derivative instruments at June 30, 2019 and December 31, 2018, and their impact on other comprehensive income and earnings for the three and six months ended June 30, 2019 and 2018.

NAVIENT CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Information at June 30, 2019 and for the three and six months ended

June 30, 2019 and 2018 is unaudited) (Continued)

4. Derivative Financial Instruments (Continued)

Impact of Derivatives on Consolidated Balance Sheet

		Cash Flow				Fair Value⁽⁴⁾						Trading						Total
(Dollars in millions)	Hedged Risk Exposure	Jun 30, 2019		Dec 31, 2018		Jun 30, 2019			Dec 31, 2018			Jun 30, 2019			Dec 31, 2018			Jun 30, 2019			Dec 31, 2018
Fair Values⁽¹⁾
Derivative Assets:
Interest rate swaps	Interest rate	$	—	$	—	$	239		$	170		$	4		$	3		$	243		$	173
Cross-currency interest rate swaps	Foreign currency and interest rate		—		—		3			6			—			—			3			6
Total derivative assets⁽²⁾			—		—		242			176			4			3			246			179
Derivative Liabilities:
Interest rate swaps	Interest rate		—		—		—			(34	)		(24	)		(45	)		(24	)		(79	)
Floor Income Contracts	Interest rate		—		—		—			—			(99	)		(53	)		(99	)		(53	)
Cross-currency interest rate swaps	Foreign currency and interest rate		—		—		(606	)		(639	)		—			(26	)		(606	)		(665	)
Other⁽³⁾	Interest rate		—		—		—			—			(2	)		(4	)		(2	)		(4	)
Total derivative liabilities⁽²⁾			—		—		(606	)		(673	)		(125	)		(128	)		(731	)		(801	)
Net total derivatives		$	—	$	—	$	(364	)	$	(497	)	$	(121	)	$	(125	)	$	(485	)	$	(622	)

⁽¹⁾

Fair values reported are exclusive of collateral held and pledged and accrued interest. Assets and liabilities are presented without consideration of master netting agreements. Derivatives are carried on the balance sheet based on net position by counterparty under master netting agreements, and classified in other assets or other liabilities depending on whether in a net positive or negative position.

⁽²⁾	The following table reconciles gross positions without the impact of master netting agreements to the balance sheet classification:

	Other Assets						Other Liabilities
(Dollar in millions)	June 30, 2019			December 31, 2018			June 30, 2019			December 31, 2018
Gross position	$	246		$	179		$	(731	)	$	(801	)
Impact of master netting agreements		(32	)		(22	)		32			22
Derivative values with impact of master netting agreements (as carried on balance sheet)		214			157			(699	)		(779	)
Cash collateral (held) pledged		(359	)		(266	)		164			188
Net position	$	(145	)	$	(109	)	$	(535	)	$	(591	)

⁽³⁾	“Other” includes derivatives related to our Total Return Swap Facility.

⁽⁴⁾	The following table shows the carrying value of liabilities in fair value hedges and the related fair value hedging adjustments to these liabilities:

	As of June 30, 2019					As of December 31, 2018
(Dollar in millions)	Carrying Value		Hedge Basis Adjustments			Carrying Value		Hedge Basis Adjustments
Short-term borrowings	$	1,519	$	23		$	664	$	(3	)
Long-term borrowings		12,187		(85	)		13,657		(368	)

NAVIENT CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Information at June 30, 2019 and for the three and six months ended

June 30, 2019 and 2018 is unaudited) (Continued)

4. Derivative Financial Instruments (Continued)

The above fair values include adjustments when necessary for counterparty credit risk for both when we are exposed to the counterparty, net of collateral postings, and when the counterparty is exposed to us, net of collateral postings. The net adjustments decreased the asset position at June 30, 2019 and December 31, 2018 by $15 million and $26 million, respectively. In addition, the above fair values reflect adjustments for illiquid derivatives as indicated by a wide bid/ask spread in the interest rate indices to which the derivatives are indexed. These adjustments decreased the overall net asset positions at June 30, 2019 and December 31, 2018 by $15 million and $19 million, respectively.

	Cash Flow				Fair Value				Trading				Total
(Dollars in billions)	Jun 30, 2019		Dec 31, 2018		Jun 30, 2019		Dec 31, 2018		Jun 30, 2019		Dec 31, 2018		Jun 30, 2019		Dec 31, 2018
Notional Values:
Interest rate swaps	$	22.4	$	21.4	$	9.6	$	10.3	$	63.1	$	66.9	$	95.1	$	98.6
Floor Income Contracts		—		—		—		—		21.2		27.9		21.2		27.9
Cross-currency interest rate swaps		—		—		4.2		4.5		—		.2		4.2		4.7
Other⁽¹⁾		—		—		—		—		.1		.2		.1		.2
Total derivatives	$	22.4	$	21.4	$	13.8	$	14.8	$	84.4	$	95.2	$	120.6	$	131.4

⁽¹⁾	“Other” includes derivatives related to our Total Return Swap Facility.

Mark-to-Market Impact of Derivatives on Consolidated Statements of Income

	Total Gains (Losses)
	Three Months Ended June 30,						Six Months Ended June 30,
(Dollars in millions)	2019			2018			2019			2018
Fair Value Hedges:
Interest Rate Swaps
Gains (losses) recognized in net income on derivatives	$	186		$	(71	)	$	290		$	(258	)
Gains (losses) recognized in net income on hedged items		(200	)		66			(317	)		290
Net fair value hedge ineffectiveness gains (losses)		(14	)		(5	)		(27	)		32
Cross currency interest rate swaps
Gains (losses) recognized in net income on derivatives		41			(283	)		29			(207	)
Gains (losses) recognized in net income on hedged items		(20	)		257			7			128
Net fair value hedge ineffectiveness gains (losses)		21			(26	)		36			(79	)
Total fair value hedges⁽¹⁾⁽²⁾		7			(31	)		9			(47	)
Cash Flow Hedges:
Total cash flow hedges⁽²⁾		—			—			—			—
Trading:
Interest rate swaps		16			(4	)		23			18
Floor income contracts		(49	)		10			(48	)		33
Cross currency interest rate swaps		1			(14	)		(2	)		2
Other		—			(1	)		2			2
Total trading derivatives⁽³⁾		(32	)		(9	)		(25	)		55
Mark-to-market gains (losses) recognized	$	(25	)	$	(40	)	$	(16	)	$	8

⁽¹⁾	Recorded in interest expense in the consolidated statements of income for 2019 with the adoption of ASU No, 2017-12. Recorded in “gains (losses) on derivatives and hedging activities, net” in the consolidated statements of income in 2018.

⁽²⁾	The accrued interest income (expense) on fair value hedges and cash flow hedges is recorded in interest expense and is excluded from this table.

⁽³⁾	Recorded in “gains (losses) on derivatives and hedging activities, net” in the consolidated statements of income.

NAVIENT CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Information at June 30, 2019 and for the three and six months ended

June 30, 2019 and 2018 is unaudited) (Continued)

4. Derivative Financial Instruments (Continued)

Collateral

Collateral held and pledged related to derivative exposures between us and our derivative counterparties are detailed in the following table:

(Dollars in millions)	June 30, 2019		December 31, 2018
Collateral held:
Cash (obligation to return cash collateral is recorded in short-term borrowings)	$	359	$	266
Securities at fair value — corporate derivatives (not recorded in financial statements)⁽¹⁾		—		—
Securities at fair value — on-balance sheet securitization derivatives (not recorded in financial statements)⁽²⁾		79		90
Total collateral held	$	438	$	356
Derivative asset at fair value including accrued interest	$	307	$	210
Collateral pledged to others:
Cash (right to receive return of cash collateral is recorded in investments)	$	164	$	188
Total collateral pledged	$	164	$	188
Derivative liability at fair value including accrued interest and premium receivable	$	713	$	752

⁽¹⁾	The Company has the ability to sell or re-pledge securities it holds as collateral.

⁽²⁾	The trusts do not have the ability to sell or re-pledge securities they hold as collateral.

Our corporate derivatives contain credit contingent features. At our current unsecured credit rating, we have fully collateralized our corporate derivative liability position (including accrued interest and net of premiums receivable) of $73 million with our counterparties. Downgrades in our unsecured credit rating would not result in any additional collateral requirements. Trust related derivatives do not contain credit contingent features related to our or the trusts’ credit ratings.

5. Other Assets

The following table provides the detail of our other assets.

(Dollars in millions)	June 30, 2019		December 31, 2018
Accrued interest receivable	$	1,994	$	1,999
Benefit and insurance-related investments		460		470
Income tax asset, net (current and deferred)		275		271
Derivatives at fair value		214		157
Fixed assets, net		136		136
Accounts receivable		99		95
Other loans, net		4		69
Other		201		207
Total	$	3,383	$	3,404

NAVIENT CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Information at June 30, 2019 and for the three and six months ended

June 30, 2019 and 2018 is unaudited) (Continued)

6. Stockholders’ Equity

The following table summarizes common share repurchases and issuances.

	Three Months Ended June 30,				Six Months Ended June 30,
	2019		2018		2019		2018
Common stock repurchased⁽¹⁾		9,617,008		—		19,034,252		—
Average purchase price per share	$	13.06	$	—	$	12.24	$	—
Shares repurchased related to employee stock- based compensation plans⁽²⁾		120,485		92,369		2,534,090		3,557,504
Average purchase price per share	$	13.45	$	14.53	$	10.94	$	13.77
Common shares issued⁽³⁾		195,883		113,171		4,625,347		5,134,238

⁽¹⁾	Common shares purchased under our share repurchase program.

⁽²⁾	Comprises shares withheld from stock option exercises and vesting of restricted stock for employees’ tax withholding obligations and shares tendered by employees to satisfy option exercise costs.

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

The closing price of our common stock on June 28, 2019 was $13.65.

Dividend and Share Repurchase Program

In the three and six months ended June 30, 2019, we paid $37 million ($0.16 per share) and $76 million ($0.32 per share), respectively, of common stock dividends.

In the three and six months ended June 30, 2019, we repurchased 9.6 million and 19.0 million shares of common stock for $126 million and $233 million, respectively. Our board of directors authorized a new $500 million share repurchase program in September 2018. As of June 30, 2019, the remaining common share repurchase authority was $207 million. There were no share repurchases in the year-ago period.

7. Earnings per Common Share

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

	Three Months Ended June 30,				Six Months Ended June 30,
(In millions, except per share data)	2019		2018		2019		2018
Numerator:
Net income	$	153	$	83	$	281	$	210
Denominator:
Weighted average shares used to compute basic EPS		235		265		239		264
Effect of dilutive securities:
Dilutive effect of stock options, restricted stock, restricted stock units, performance stock units, and Employee Stock Purchase Plan (“ESPP”)⁽¹⁾		3		4		3		5
Dilutive potential common shares⁽²⁾		3		4		3		5
Weighted average shares used to compute diluted EPS		238		269		242		269
Basic earnings per common share	$	.65	$	.31	$	1.17	$	.79
Diluted earnings per common share	$	.64	$	.31	$	1.16	$	.78

⁽¹⁾

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

⁽²⁾

For the three months ended June 30, 2019 and 2018, securities covering approximately 4 million and 10 million shares, respectively, were outstanding but not included in the computation of diluted earnings per share because they were anti-dilutive. For the six months ended June 30, 2019 and 2018, securities covering approximately 4 million and 10 million shares, respectively, were outstanding but not included in the computation of diluted earnings per share because they were anti-dilutive.

NAVIENT CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Information at June 30, 2019 and for the three and six months ended

June 30, 2019 and 2018 is unaudited) (Continued)

8. Fair Value Measurements

We use estimates of fair value in applying various accounting standards in our financial statements. We categorize our fair value estimates based on a hierarchical framework associated with three levels of price transparency utilized in measuring financial instruments at fair value. Please refer to “Note 12 — Fair Value Measurements” in our 2018 Form 10-K for a full discussion.

During the three and six months ended June 30, 2019, there were no significant transfers of financial instruments between levels, or changes in our methodology or assumptions used to value our financial instruments.

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

	Fair Value Measurements on a Recurring Basis
	June 30, 2019											December 31, 2018
(Dollars in millions)	Level 1		Level 2			Level 3			Total			Level 1		Level 2			Level 3			Total
Assets
Derivative instruments:⁽¹⁾
Interest rate swaps		—		241			2			243			—		171			2			173
Cross-currency interest rate swaps		—		—			3			3			—		—			6			6
Total derivative assets⁽²⁾		—		241			5			246			—		171			8			179
Total	$	—	$	241		$	5		$	246		$	—	$	171		$	8		$	179
Liabilities⁽³⁾
Derivative instruments⁽¹⁾
Interest rate swaps	$	—	$	(1	)	$	(23	)	$	(24	)	$	—	$	(50	)	$	(29	)	$	(79	)
Floor Income Contracts		—		(99	)		—			(99	)		—		(53	)		—			(53	)
Cross-currency interest rate swaps		—		—			(606	)		(606	)		—		(26	)		(639	)		(665	)
Other		—		—			(2	)		(2	)		—		—			(4	)		(4	)
Total derivative liabilities⁽²⁾		—		(100	)		(631	)		(731	)		—		(129	)		(672	)		(801	)
Total	$	—	$	(100	)	$	(631	)	$	(731	)	$	—	$	(129	)	$	(672	)	$	(801	)

⁽¹⁾	Fair value of derivative instruments excludes accrued interest and the value of collateral.

⁽²⁾	See “Note 4—Derivative Financial Instruments” for a reconciliation of gross positions without the impact of master netting agreements to the balance sheet classification.

⁽³⁾	Borrowings which are the hedged items in a fair value hedge relationship and which are adjusted for changes in value due to benchmark interest rates only are not carried at full fair value and are not reflected in this table.

NAVIENT CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Information at June 30, 2019 and for the three and six months ended

June 30, 2019 and 2018 is unaudited) (Continued)

8. Fair Value Measurements (Continued)

The following tables summarize the change in balance sheet carrying value associated with level 3 financial instruments carried at fair value on a recurring basis.

	Three Months Ended June 30,
	2019												2018
	Derivative instruments												Derivative instruments
(Dollars in millions)	Interest Rate Swaps			Cross Currency Interest Rate Swaps			Other			Total Derivative Instruments			Interest Rate Swaps			Cross Currency Interest Rate Swaps			Other			Total Derivative Instruments
Balance, beginning of period	$	(24	)	$	(645	)	$	(2	)	$	(671	)	$	(37	)	$	(246	)	$	(12	)	$	(295	)
Total gains/(losses):
Included in earnings⁽¹⁾		2			10			—			12			3			(314	)		3			(308	)
Included in other comprehensive income		—			—			—			—			—			—			—			—
Settlements		1			32			—			33			1			31			1			33
Transfers in and/or out of level 3		—			—			—			—			—			—			—			—
Balance, end of period	$	(21	)	$	(603	)	$	(2	)	$	(626	)	$	(33	)	$	(529	)	$	(8	)	$	(570	)
Change in mark-to-market gains/(losses) relating to instruments still held at the reporting date⁽²⁾	$	2		$	42		$	—		$	44		$	4		$	(283	)	$	4		$	(275	)

	Six Months Ended June 30,
	2019												2018
	Derivative instruments												Derivative instruments
(Dollars in millions)	Interest Rate Swaps			Cross Currency Interest Rate Swaps			Other			Total Derivative Instruments			Interest Rate Swaps			Cross Currency Interest Rate Swaps			Other			Total Derivative Instruments
Balance, beginning of period	$	(27	)	$	(633	)	$	(4	)	$	(664	)	$	(41	)	$	(322	)	$	(18	)	$	(381	)
Total gains/(losses):
Included in earnings⁽¹⁾		4			(35	)		2			(29	)		6			(265	)		6			(253	)
Included in other comprehensive income		—			—			—			—			—			—			—			—
Settlements		2			65			—			67			2			58			4			64
Transfers in and/or out of level 3		—			—			—			—			—			—			—			—
Balance, end of period	$	(21	)	$	(603	)	$	(2	)	$	(626	)	$	(33	)	$	(529	)	$	(8	)	$	(570	)
Change in mark-to-market gains/(losses) relating to instruments still held at the reporting date⁽²⁾	$	5		$	30		$	2		$	37		$	7		$	(180	)	$	10		$	(163	)

⁽¹⁾	“Included in earnings” is comprised of the following amounts recorded in the specified line item in the consolidated statements of income:

	Three Months Ended June 30,					Six Months Ended June 30,
(Dollars in millions)	2019		2018			2019			2018
Gains (losses) on derivative and hedging activities, net	$	2	$	(277	)	$	6		$	(195	)
Interest expense		10		(31	)		(35	)		(58	)
Total	$	12	$	(308	)	$	(29	)	$	(253	)

⁽²⁾

Recorded in “gains (losses) on derivative and hedging activities, net” in the consolidated statements of income for interest rate swaps and other. Recorded in interest expense for cross currency interest rate swaps in fair value hedges for 2019 with the adoption of ASU No. 2017-12. Recorded in “gains (losses) on derivatives and hedging activities, net” for cross currency interest rate swaps in 2018.

NAVIENT CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Information at June 30, 2019 and for the three and six months ended

June 30, 2019 and 2018 is unaudited) (Continued)

8. Fair Value Measurements (Continued)

The following table presents the significant inputs that are unobservable or from inactive markets used in the recurring valuations of the level 3 financial instruments detailed above.

(Dollars in millions)	Fair Value at June 30, 2019			Valuation Technique	Input	Range (Weighted Average)
Derivatives
Prime/LIBOR basis swaps	$	(21	)	Discounted cash flow	Constant Prepayment Rate	7%
					Bid/ask adjustment to	.08% — .08%
					discount rate	(.08%)
Cross-currency interest rate swaps		(603	)	Discounted cash flow	Constant Prepayment Rate	4%
Other		(2	)
Total	$	(626	)

The significant inputs that are unobservable or from inactive markets related to our level 3 derivatives detailed in the table above would be expected to have the following impacts to the valuations:

•

Prime/LIBOR basis swaps — These swaps do not actively trade in the markets as indicated by a wide bid/ask spread. A wider bid/ask spread will result in a decrease in the overall valuation. In addition, the unobservable inputs include Constant Prepayment Rates of the underlying securitization trust the swap references. A decrease in this input will result in a longer weighted average life of the swap which will increase the value for swaps in a gain position and decrease the value for swaps in a loss position, everything else equal. The opposite is true for an increase in the input.

•

Cross-currency interest rate swaps — The unobservable inputs used in these valuations are Constant Prepayment Rates of the underlying securitization trust the swap references. A decrease in this input will result in a longer weighted average life of the swap. All else equal in a typical currency market, this will result in a decrease to the valuation due to the delay in the cash flows of the currency exchanges as well as diminished liquidity in the forward exchange markets as you increase the term. The opposite is true for an increase in the input.

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

	June 30, 2019									December 31, 2018
(Dollars in millions)	Fair Value			Carrying Value			Difference			Fair Value			Carrying Value			Difference
Earning assets
FFELP Loans	$	68,378		$	67,956		$	422		$	72,074		$	72,253		$	(179	)
Private Education Loans		22,312			21,564			748			22,958			22,245			713
Cash and investments		4,648			4,648			—			5,488			5,488			—
Total earning assets		95,338			94,168			1,170			100,520			99,986			534
Interest-bearing liabilities
Short-term borrowings		6,812			6,785			(27	)		5,418			5,422			4
Long-term borrowings		86,412			86,776			364			92,173			93,519			1,346
Total interest-bearing liabilities		93,224			93,561			337			97,591			98,941			1,350
Derivative financial instruments
Floor Income Contracts		(99	)		(99	)		—			(53	)		(53	)		—
Interest rate swaps		219			219			—			94			94			—
Cross-currency interest rate swaps		(603	)		(603	)		—			(659	)		(659	)		—
Other		(2	)		(2	)		—			(4	)		(4	)		—
Excess of net asset fair value over carrying value							$	1,507								$	1,884

NAVIENT CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Information at June 30, 2019 and for the three and six months ended

June 30, 2019 and 2018 is unaudited) (Continued)

9. Commitments and Contingencies

Legal Proceedings

In January 2017, the Consumer Financial Protection Bureau (the “CFPB”) and Attorneys General for the State of Illinois and the State of Washington initiated civil actions naming Navient Corporation and several of its subsidiaries as defendants alleging violations of certain Federal and State consumer protection statutes, including the CFPA, FCRA, FDCPA and various state consumer protection laws. In October 2017, the Attorney General for the Commonwealth of Pennsylvania initiated a civil action against Navient Corporation and Navient Solutions, LLC (“Solutions”), containing similar alleged violations of the CFPA and the Pennsylvania Unfair Trade Practices and Consumer Protection Law. Additionally, the Attorneys General for the States of California and Mississippi recently initiated similar actions against the Company and certain subsidiaries alleging violations of various state and federal consumer protection laws. We refer to the Illinois, Pennsylvania, Washington, California, and Mississippi Attorneys General collectively as the “State Attorneys General.” In addition to these matters, a number of lawsuits have been filed by nongovernmental parties or, in the future, may be filed by additional governmental or nongovernmental parties seeking damages or other remedies related to similar issues raised by the CFPB and the State Attorneys General. As the Company has previously stated, we believe the suits improperly seek to impose penalties on Navient based on new, unannounced servicing standards applied retroactively only against one servicer, and that the allegations are false. We therefore have denied these allegations and intend to vigorously defend against the allegations in each of these cases. For additional information on these civil actions, please refer to section entitled “Regulatory Matters” below.

At this point in time, the Company is unable to anticipate the timing of a resolution or the impact that these legal proceedings may have on the Company’s consolidated financial position, liquidity, results of operation or cash flows. As a result, it is not possible at this time to estimate a range of potential exposure, if any, for amounts that may be payable in connection with these matters and reserves have not been established. It is possible that an adverse ruling or rulings may have a material adverse impact on the Company.

Regulatory Matters

In addition, Navient and its subsidiaries are subject to examination or regulation by the SEC, CFPB, FFIEC, ED and various state agencies as part of its ordinary course of business. Items or matters similar to or different from those described above may arise during the course of those examinations. We also routinely receive inquiries or requests from various regulatory entities or bodies or government agencies concerning our business or our assets. Generally, the Company endeavors to cooperate with each such inquiry or request.

As previously disclosed, the Company and various of its subsidiaries have been subject to the following investigations and inquiries:

•

In December 2013, Navient received Civil Investigative Demands (“CIDs”) issued by the Illinois Attorney General, the Washington Attorney General and multiple other state Attorneys General. According to the CIDs, the investigations were initiated to ascertain whether any practices declared to be unlawful under the Consumer Fraud and Deceptive Business Practices Act have occurred or are about to occur. The Company subsequently received separate but similar CIDs or subpoenas from the Attorneys General for the District of Columbia, Kansas, Oregon, Colorado, New Jersey and New York. We may receive additional CIDs or subpoenas from these or other Attorneys General with respect to similar or different matters.

•

In April 2014, Solutions received a CID from the CFPB as part of the CFPB’s separate investigation regarding allegations relating to Navient’s disclosures and assessment of late fees and other matters. Navient has received a series of supplemental CIDs on these matters. In August 2015, Solutions received a letter from the CFPB notifying Solutions that, in accordance with the CFPB’s discretionary Notice and Opportunity to Respond and Advise (“NORA”) process, the CFPB’s Office of Enforcement was considering recommending that the CFPB take legal action against Solutions. The NORA letter related to a previously disclosed investigation into Solutions’ disclosures and assessment of late fees and other matters and states that, in connection with any action, the CFPB may seek restitution, civil monetary penalties and corrective action against Solutions. The Company responded to the NORA letter in September 2015.

NAVIENT CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Information at June 30, 2019 and for the three and six months ended

June 30, 2019 and 2018 is unaudited) (Continued)

9. Commitments and Contingencies (Continued)

•

In November 2014, Navient’s subsidiary, Pioneer Credit Recovery, Inc. (“Pioneer”), received a CID from the CFPB as part of an investigation regarding Pioneer’s activities relating to rehabilitation loans and collection of defaulted student debt. In May 2019, Pioneer received a similar CID from the New York Department of Financial Services (the “NY DFS”).

•

In December 2014, Solutions received a subpoena from the NY DFS as part of its inquiry with regard to whether persons or entities have engaged in fraud or misconduct with respect to a financial product or service under New York Financial Services Law or other laws.

In January 2017, the CFPB initiated a civil action naming Navient Corporation and several of its subsidiaries as defendants alleging violations of Federal and State consumer protection statutes, including the DFPA, FCRA, FDCPA and various state consumer protection laws. The CFPB, Washington Attorney General and Illinois Attorney General lawsuits relate to matters which were covered under the CIDs or the NORA letter discussed above. In addition, various State Attorneys General have filed suits alleging violations of various state and federal consumer protection laws covering matters similar to those covered by the CIDs or the NORA letter. As stated above, we have denied these allegations and intend to vigorously defend against the allegations in each of these cases.

Under the terms of the Separation and Distribution Agreement between the Company and SLM BankCo, Navient has agreed to indemnify SLM BankCo for all claims, actions, damages, losses or expenses that may arise from the conduct of activities of pre-Spin-Off SLM BankCo occurring prior to the Spin-Off other than those specifically excluded in the Separation and Distribution Agreement. As a result, subject to the terms, conditions and limitations set forth in the Separation and Distribution Agreement, Navient has agreed to indemnify and hold harmless Sallie Mae and its subsidiaries, including Sallie Mae Bank from liabilities arising out of the regulatory matters and CFPB and State Attorneys General lawsuits mentioned above. Navient has asserted various claims for indemnification against Sallie Mae and Sallie Mae Bank for such specifically excluded items arising out of the CFPB and the State Attorneys General lawsuits if and to the extent any indemnified liabilities exist now or in the future. Navient has no additional reserves related to indemnification matters with SLM BankCo as of June 30, 2019.

OIG Audit

The Office of the Inspector General (the “OIG”) of ED commenced an audit regarding Special Allowance Payments (“SAP”) on September 10, 2007. In September 2013, we received the final audit determination of Federal Student Aid (the “Final Audit Determination”) on the final audit report issued by the OIG in August 2009 related to this audit. The Final Audit Determination concurred with the final audit report issued by the OIG and instructed us to make adjustment to our government billing to reflect the policy determination. In August 2016, we filed our notice of appeal to the Administrative Actions and Appeals Service Group of ED, and a hearing was held in April 2017. In March 2019, the administrative law judge hearing the appeal affirmed the audit’s findings, holding the then-existing Dear Colleague letter relied upon by the Company and other industry participants was inconsistent with the statutory framework creating the SAP rules applicable to loans funded by certain types of debt obligations at issue. We have appealed the administrative law judge’s decision to the Secretary of Education given Navient’s adherence to ED-issued guidance and the potential impact on participants in any ED program student loan servicers if such guidance is deemed unreliable and may not be relied upon. We continue to believe that our SAP billing practices were proper, considering then-existing ED guidance and lack of applicable regulations. The Company established a reserve for this matter in 2014 and does not believe, at this time, that an adverse ruling would have a material effect on the Company as a whole.

Contingencies

As of June 30, 2018, we concluded that a contingency loss was no longer probable of occurring. Accordingly, the related $40 million contingency reserve was released as a reduction of operating expenses.

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

In the ordinary course of business, we and our subsidiaries are subject to regulatory examinations, information gathering requests, inquiries and investigations. In connection with formal and informal inquiries in these cases, we and our subsidiaries receive requests, subpoenas and orders for documents, testimony and information in connection with various aspects of our regulated activities.

NAVIENT CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Information at June 30, 2019 and for the three and six months ended

June 30, 2019 and 2018 is unaudited) (Continued)

9. Commitments and Contingencies (Continued)

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

In view of the inherent difficulty of predicting the outcome of such litigation and regulatory matters, we cannot predict what the eventual outcome of the pending matters will be, what the timing or the ultimate resolution of these matters will be, or what the eventual loss, fines or penalties, if any, related to each pending matter may be.

Based on current knowledge, reserves have been established for certain litigation, regulatory matters, and unasserted contract claims where the loss is both probable and estimable. Based on current knowledge, management does not believe that loss contingencies, if any, arising from pending investigations, litigation or regulatory matters will have a material adverse effect on our consolidated financial position, liquidity, results of operations or cash flows, except as otherwise disclosed.

10. Revenue from Contracts with Customers Accounted for in Accordance with ASC 606

We account for certain contract revenue in accordance with ASC 606. Servicing contract revenue is not accounted for under ASC 606. Contract revenue earned by our Federal Education Loans segment is derived from asset recovery activities related to the collection of delinquent education loans on behalf of ED, Guarantor agencies and other institutions. Revenue earned by our Business Processing segment is derived from government services, which includes receivables management services and account processing solutions, and healthcare services, which includes revenue cycle management services.

The following tables illustrate the disaggregation of revenue from contracts accounted for under ASC 606 with customers according to service type and client type by reportable operating segment.

Revenue by Service Type

	Three Months Ended June 30,
	2019						2018
(Dollars in millions)	Federal Education Loans		Business Processing		Total Revenue		Federal Education Loans		Business Processing		Total Revenue
Federal Education Loan asset recovery services	$	35	$	—	$	35	$	19	$	—	$	19
Government services		—		40		40		—		41		41
Healthcare services		—		25		25		—		24		24
Total	$	35	$	65	$	100	$	19	$	65	$	84

	Six Months Ended June 30,
	2019						2018
(Dollars in millions)	Federal Education Loans		Business Processing		Total Revenue		Federal Education Loans		Business Processing		Total Revenue
Federal Education Loan asset recovery services	$	64	$	—	$	64	$	39	$	—	$	39
Government services		—		82		82		—		94		94
Healthcare services		—		52		52		—		44		44
Total	$	64	$	134	$	198	$	39	$	138	$	177

NAVIENT CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Information at June 30, 2019 and for the three and six months ended

June 30, 2019 and 2018 is unaudited) (Continued)

10. Revenue from Contracts with Customers Accounted for in Accordance with ASC 606 (Continued)

Revenue by Client Type

	Three Months Ended June 30,
	2019						2018
(Dollars in millions)	Federal Education Loans		Business Processing		Total Revenue		Federal Education Loans		Business Processing		Total Revenue
Federal government	$	17	$	4	$	21	$	1	$	2	$	3
Guarantor agencies		14		—		14		15		—		15
Other institutions		4		—		4		3		—		3
State and local government		—		23		23		—		23		23
Tolling authorities		—		13		13		—		16		16
Hospitals and other healthcare providers		—		25		25		—		24		24
Total	$	35	$	65	$	100	$	19	$	65	$	84

	Six Months Ended June 30,
	2019						2018
(Dollars in millions)	Federal Education Loans		Business Processing		Total Revenue		Federal Education Loans		Business Processing		Total Revenue

Federal government	$	30	$	7	$	37	$	2	$	3	$	5
Guarantor agencies		28		—		28		31		—		31
Other institutions		6		—		6		6		—		6
State and local government		—		48		48		—		49		49
Tolling authorities		—		27		27		—		42		42
Hospitals and other healthcare providers		—		52		52		—		44		44
Total	$	64	$	134	$	198	$	39	$	138	$	177

As of June 30, 2019 and June 30, 2018, there was $69 million and $70 million, respectively, of net accounts receivable related to these contracts. Navient had no material contract assets or contract liabilities.

NAVIENT CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Information at June 30, 2019 and for the three and six months ended

June 30, 2019 and 2018 is unaudited) (Continued)

11. Segment Reporting

We monitor and assess our ongoing operations and results based on the following four reportable operating segments: Federal Education Loans, Consumer Lending, Business Processing and Other.

Federal Education Loans Segment

In this segment, Navient holds and acquires FFELP Loans and performs servicing and asset recovery services on its own loan portfolio, federal education loans owned by ED and other institutions. Although FFELP Loans are no longer originated, we continue to pursue acquisitions of FFELP Loan portfolios as well as servicing and asset recovery services contracts. These acquisitions leverage our servicing scale and generate incremental earnings and cash flow. In this segment, we generate revenue primarily through net interest income on the FFELP Loan portfolio (after provision for loan losses) as well as servicing and asset recovery services revenue. This segment is expected to generate significant amounts of earnings and cash flow over the remaining life of the portfolio.

The following table includes GAAP basis asset information for our Federal Education Loans segment.

(Dollars in millions)	June 30, 2019		December 31, 2018
FFELP Loans, net	$	67,956	$	72,253
Cash and investments⁽¹⁾		2,219		3,368
Other		2,174		2,100
Total assets	$	72,349	$	77,721

⁽¹⁾

Includes restricted cash and investments.

Consumer Lending Segment

In this segment, Navient holds, originates and acquires consumer loans and performs servicing activities on its own education loan portfolio. Originations and acquisitions leverage our servicing scale and generate incremental earnings and cash flow. In this segment, we generate revenue primarily through net interest income on the Private Education Loan portfolio (after provision for loan losses). This segment is expected to generate significant amounts of earnings and cash flow over the remaining life of the portfolio.

The following table includes GAAP basis asset information for our Consumer Lending segment.

(Dollars in millions)	June 30, 2019		December 31, 2018
Private Education Loans, net	$	21,564	$	22,245
Cash and investments⁽¹⁾		931		732
Other		1,012		1,076
Total assets	$	23,507	$	24,053

⁽¹⁾

Includes restricted cash and investments.

Business Processing Segment

In this segment, Navient performs revenue cycle management and business processing services for over 600 non-education related government and healthcare clients. Our integrated solutions technology and superior data driven approach allows state governments, agencies, court systems, municipalities, and toll authorities (Government Services) to reduce their operating expenses while maximizing revenue opportunities. Healthcare services include revenue cycle outsourcing, accounts receivable management, extended business office support and consulting engagements. We offer customizable solutions for our clients that include non-profit/religious-affiliated hospital systems, teaching hospitals, urban medical centers, for-profit healthcare systems, critical access hospitals, children’s hospitals and large physician groups.

At June 30, 2019 and December 31, 2018, the Business Processing segment had total assets of $425 million and $448 million, respectively, on a GAAP basis.

NAVIENT CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Information at June 30, 2019 and for the three and six months ended

June 30, 2019 and 2018 is unaudited) (Continued)

11. Segment Reporting (Continued)

Other Segment

Our Other segment primarily consists of our corporate liquidity portfolio and the repurchase of debt, unallocated expenses of shared services, restructuring/other reorganization expenses, and the deferred tax asset remeasurement loss recognized due to the enactment of the TCJA in the fourth quarter of 2017.

Unallocated expenses of shared services are comprised of costs primarily related to certain executive management, the board of directors, accounting, finance, legal, human resources, compliance and risk management, regulatory-related costs, stock-based compensation expense, and information technology costs related to infrastructure and operations. Regulatory-related costs include actual settlement amounts as well as third-party professional fees we incur in connection with regulatory matters.

At June 30, 2019 and December 31, 2018, the Other segment had total assets of $2.0 billion and $2.0 billion, respectively, on a GAAP basis.

Measure of Profitability

We prepare financial statements and present financial results in accordance with GAAP. However, we also evaluate our business segments and present financial results on a basis that differs from GAAP. We refer to this different basis of presentation as Core Earnings. We provide this Core Earnings basis of presentation on a consolidated basis and for each business segment because this is what we review internally when making management decisions regarding our performance and how we allocate resources. We also refer to this information in our presentations with credit rating agencies, lenders and investors. Because our Core Earnings basis of presentation corresponds to our segment financial presentations, we are required by GAAP to provide Core Earnings disclosure in the notes to our consolidated financial statements for our business segments.

Core Earnings are not a substitute for reported results under GAAP. We use Core Earnings to manage our business segments because Core Earnings reflect adjustments to GAAP financial results for two items, discussed below, that are mostly due to timing factors generally beyond the control of management. Accordingly, we believe that Core Earnings provide management with a useful basis from which to better evaluate results from ongoing operations against the business plan or against results from prior periods. Consequently, we disclose this information because we believe it provides investors with additional information regarding the operational and performance indicators that are most closely assessed by management. When compared to GAAP results, the two items we remove to result in our Core Earnings presentations are:

Mark-to-market gains/losses resulting from our use of derivative instruments to hedge our economic risks that do not qualify for hedge accounting treatment or do qualify for hedge accounting treatment but result in ineffectiveness; and

The accounting for goodwill and acquired intangible assets.

While GAAP provides a uniform, comprehensive basis of accounting, for the reasons described above, our Core Earnings basis of presentation does not. Core Earnings are subject to certain general and specific limitations that investors should carefully consider. For example, there is no comprehensive, authoritative guidance for management reporting. Our Core Earnings are not defined terms within GAAP and may not be comparable to similarly titled measures reported by other companies. Accordingly, our Core Earnings presentation does not represent a comprehensive basis of accounting. Investors, therefore, may not be able to compare our performance with that of other financial services companies based upon Core Earnings. Core Earnings results are only meant to supplement GAAP results by providing additional information regarding the operational and performance indicators that are most closely used by management, our board of directors, credit rating agencies, lenders and investors to assess performance.

NAVIENT CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Information at June 30, 2019 and for the three and six months ended

June 30, 2019 and 2018 is unaudited) (Continued)

11. Segment Reporting (Continued)

Segment Results and Reconciliations to GAAP

	Three Months Ended June 30, 2019
												Adjustments
(Dollars in millions)	Federal Education Loans		Consumer Lending		Business Processing		Other			Total Core Earnings		Reclassi- fications			Additions/ (Subtractions)			Total Adjustments⁽¹⁾			Total GAAP
Interest income:
Education loans	$	758	$	436	$	—	$	—		$	1,194	$	1		$	(17	)	$	(16	)	$	1,178
Other loans		—		1		—		—			1		—			—			—			1
Cash and investments		14		4		—		7			25		—			—			—			25
Total interest income		772		441		—		7			1,220		1			(17	)		(16	)		1,204
Total interest expense		627		255		—		42			924		(2	)		(11	)		(13	)		911
Net interest income (loss)		145		186		—		(35	)		296		3			(6	)		(3	)		293
Less: provisions for loan losses		8		60		—		—			68		—			—			—			68
Net interest income (loss) after provisions for loan losses		137		126		—		(35	)		228		3			(6	)		(3	)		225
Other income (loss):
Servicing revenue		57		3		—		—			60		—			—			—			60
Asset recovery and business processing revenue		58		—		65		—			123		—			—			—			123
Other income (loss)		7		—		—		4			11		(38	)		6			(32	)		(21	)
Gains on sales of loans		—		16		—		—			16		—			—			—			16
Gains on debt repurchases		—		—		—		32			32		35			(23	)		12			44
Total other income (loss)		122		19		65		36			242		(3	)		(17	)		(20	)		222
Expenses:
Direct operating expenses		89		34		56		—			179		—			—			—			179
Unallocated shared services expenses		—		—		—		62			62		—			—			—			62
Operating expenses		89		34		56		62			241		—			—			—			241
Goodwill and acquired intangible asset impairment and amortization		—		—		—		—			—		—			11			11			11
Restructuring/other reorganization expenses		—		—		—		1			1		—			—			—			1
Total expenses		89		34		56		63			242		—			11			11			253
Income (loss) before income tax expense (benefit)		170		111		9		(62	)		228		—			(34	)		(34	)		194
Income tax expense (benefit)⁽²⁾		39		26		2		(14	)		53		—			(12	)		(12	)		41
Net income (loss)	$	131	$	85	$	7	$	(48	)	$	175	$	—		$	(22	)	$	(22	)	$	153

⁽¹⁾	Core Earnings adjustments to GAAP:

	Three Months Ended June 30, 2019
(Dollars in millions)	Net Impact of Derivative Accounting			Net Impact of Acquired Intangibles			Total
Net interest income (loss) after provisions for loan losses	$	(3	)	$	—		$	(3	)
Total other income (loss)		(20	)		—			(20	)
Goodwill and acquired intangible asset impairment and amortization		—			11			11
Total Core Earnings adjustments to GAAP	$	(23	)	$	(11	)		(34	)
Income tax expense (benefit)								(12	)
Net income (loss)							$	(22	)

⁽²⁾	Income taxes are based on a percentage of net income before tax for the individual reportable segment.

NAVIENT CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Information at June 30, 2019 and for the three and six months ended

June 30, 2019 and 2018 is unaudited) (Continued)

11. Segment Reporting (Continued)

	Three Months Ended June 30, 2018
													Adjustments
(Dollars in millions)	Federal Education Loans		Consumer Lending		Business Processing		Other			Total Core Earnings			Reclassi- fications			Additions/ (Subtractions)			Total Adjustments⁽¹⁾			Total GAAP
Interest income:
Education loans	$	775	$	442	$	—	$	—		$	1,217		$	3		$	(18	)	$	(15	)	$	1,202
Other loans		1		—		—		—			1			—			—			—			1
Cash and investments		12		3		—		9			24			—			—			—			24
Total interest income		788		445		—		9			1,242			3			(18	)		(15	)		1,227
Total interest expense		622		252		—		49			923			10			(4	)		6			929
Net interest income (loss)		166		193		—		(40	)		319			(7	)		(14	)		(21	)		298
Less: provisions for loan losses		40		72		—		—			112			—			—			—			112
Net interest income (loss) after provisions for loan losses		126		121		—		(40	)		207			(7	)		(14	)		(21	)		186
Other income (loss):
Servicing revenue		68		3		—		—			71			—			—			—			71
Asset recovery and business processing revenue		34		—		65		—			99			—			—			—			99
Other income (loss)		—		—		—		3			3			7			(37	)		(30	)		(27	)
Losses on debt repurchases		—		—		—		(7	)		(7	)		—			—			—			(7	)
Total other income (loss)		102		3		65		(4	)		166			7			(37	)		(30	)		136
Expenses:
Direct operating expenses		36		39		54		—			129			—			—			—			129
Unallocated shared services expenses		—		—		—		72			72			—			—			—			72
Operating expenses		36		39		54		72			201			—			—			—			201
Goodwill and acquired intangible asset impairment and amortization		—		—		—		—			—			—			6			6			6
Restructuring/other reorganization expenses		—		—		—		2			2			—			—			—			2
Total expenses		36		39		54		74			203			—			6			6			209
Income (loss) before income tax expense (benefit)		192		85		11		(118	)		170			—			(57	)		(57	)		113
Income tax expense (benefit)⁽²⁾		44		19		3		(27	)		39			—			(9	)		(9	)		30
Net income (loss)	$	148	$	66	$	8	$	(91	)	$	131		$	—		$	(48	)	$	(48	)	$	83

⁽¹⁾	Core Earnings adjustments to GAAP:

	Three Months Ended June 30, 2018
(Dollars in millions)	Net Impact of Derivative Accounting			Net Impact of Acquired Intangibles			Total
Net interest income (loss) after provisions for loan losses	$	(21	)	$	—		$	(21	)
Total other income (loss)		(30	)		—			(30	)
Goodwill and acquired intangible asset impairment and amortization		—			6			6
Total Core Earnings adjustments to GAAP	$	(51	)	$	(6	)		(57	)
Income tax expense (benefit)								(9	)
Net income (loss)							$	(48	)

⁽²⁾	Income taxes are based on a percentage of net income before tax for the individual reportable segment.

NAVIENT CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Information at June 30, 2019 and for the three and six months ended

June 30, 2019 and 2018 is unaudited) (Continued)

11. Segment Reporting (Continued)

	Six Months Ended June 30, 2019
												Adjustments
(Dollars in millions)	Federal Education Loans		Consumer Lending		Business Processing		Other			Total Core Earnings		Reclassi- fications			Additions/ (Subtractions)			Total Adjustments⁽¹⁾			Total GAAP
Interest income:
Education loans	$	1,537	$	879	$	—	$	—		$	2,416	$	2		$	(33	)	$	(31	)	$	2,385
Other loans		1		1		—		—			2		—			—			—			2
Cash and investments		30		9		—		13			52		—			—			—			52
Total interest income		1,568		889		—		13			2,470		2			(33	)		(31	)		2,439
Total interest expense		1,278		516		—		80			1,874		2			(16	)		(14	)		1,860
Net interest income (loss)		290		373		—		(67	)		596		—			(17	)		(17	)		579
Less: provisions for loan losses		15		129		—		—			144		—			—			—			144
Net interest income (loss) after provisions for loan losses		275		244		—		(67	)		452		—			(17	)		(17	)		435
Other income (loss):
Servicing revenue		117		5		—		—			122		—			—			—			122
Asset recovery and business processing revenue		108		—		134		—			242		—			—			—			242
Other income (loss)		15		1		—		9			25		(39	)		16			(23	)		2
Gains on sales of loans		—		16		—		—			16		—			—			—			16
Gains on debt repurchases		—		—		—		47			47		39			(27	)		12			59
Total other income (loss)		240		22		134		56			452		—			(11	)		(11	)		441
Expenses:
Direct operating expenses		180		72		111		—			363		—			—			—			363
Unallocated shared services expenses		—		—		—		134			134		—			—			—			134
Operating expenses		180		72		111		134			497		—			—			—			497
Goodwill and acquired intangible asset impairment and amortization		—		—		—		—			—		—			18			18			18
Restructuring/other reorganization expenses		—		—		—		2			2		—			—			—			2
Total expenses		180		72		111		136			499		—			18			18			517
Income (loss) before income tax expense (benefit)		335		194		23		(147	)		405		—			(46	)		(46	)		359
Income tax expense (benefit)⁽²⁾		77		44		6		(34	)		93		—			(15	)		(15	)		78
Net income (loss)	$	258	$	150	$	17	$	(113	)	$	312	$	—		$	(31	)	$	(31	)	$	281

⁽¹⁾	Core Earnings adjustments to GAAP:

	Six Months Ended June 30, 2019
(Dollars in millions)	Net Impact of Derivative Accounting			Net Impact of Goodwill and Acquired Intangible Assets			Total
Net interest income (loss) after provisions for loan losses	$	(17	)	$	—		$	(17	)
Total other income (loss)		(11	)		—			(11	)
Goodwill and acquired intangible asset impairment and amortization		—			18			18
Total Core Earnings adjustments to GAAP	$	(28	)	$	(18	)		(46	)
Income tax expense (benefit)								(15	)
Net income (loss)							$	(31	)

⁽²⁾	Income taxes are based on a percentage of net income before tax for the individual reportable segment.

NAVIENT CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Information at June 30, 2019 and for the three and six months ended

June 30, 2019 and 2018 is unaudited) (Continued)

11. Segment Reporting (Continued)

	Six Months Ended June 30, 2018
													Adjustments
(Dollars in millions)	Federal Education Loans		Consumer Lending		Business Processing		Other			Total Core Earnings			Reclassi- fications			Additions/ (Subtractions)			Total Adjustments⁽¹⁾			Total GAAP
Interest income:
Education loans	$	1,507	$	873	$	—	$	—		$	2,380		$	11		$	(35	)	$	(24	)	$	2,356
Other loans		2		—		—		—			2			—			—			—			2
Cash and investments		19		6		—		16			41			—			—			—			41
Total interest income		1,528		879		—		16			2,423			11			(35	)		(24	)		2,399
Total interest expense		1,193		490		—		91			1,774			4			(5	)		(1	)		1,773
Net interest income (loss)		335		389		—		(75	)		649			7			(30	)		(23	)		626
Less: provisions for loan losses		50		149		—		—			199			—			—			—			199
Net interest income (loss) after provisions for loan losses		285		240		—		(75	)		450			7			(30	)		(23	)		427
Other income (loss):
Servicing revenue		134		6		—		—			140			—			—			—			140
Asset recovery and business processing revenue		70		—		137		—			207			—			—			—			207
Other income (loss)		1		—		—		5			6			(7	)		10			3			9
Losses on debt repurchases		—		—		—		(8	)		(8	)		—			—			—			(8	)
Total other income (loss)		205		6		137		(3	)		345			(7	)		10			3			348
Expenses:
Direct operating expenses		115		95		113		—			323			—			—			—			323
Unallocated shared services expenses		—		—		—		153			153			—			—			—			153
Operating expenses		115		95		113		153			476			—			—			—			476
Goodwill and acquired intangible asset impairment and amortization		—		—		—		—			—			—			16			16			16
Restructuring/other reorganization expenses		—		—		—		9			9			—			—			—			9
Total expenses		115		95		113		162			485			—			16			16			501
Income (loss) before income tax expense (benefit)		375		151		24		(240	)		310			—			(36	)		(36	)		274
Income tax expense (benefit)⁽²⁾		86		35		6		(55	)		72			—			(8	)		(8	)		64
Net income (loss)	$	289	$	116	$	18	$	(185	)	$	238		$	—		$	(28	)	$	(28	)	$	210

⁽¹⁾	Core Earnings adjustments to GAAP:

	Six Months Ended June 30, 2018
(Dollars in millions)	Net Impact of Derivative Accounting			Net Impact of Goodwill and Acquired Intangible Assets			Total
Net interest income (loss) after provisions for loan losses	$	(23	)	$	—		$	(23	)
Total other income (loss)		3			—			3
Goodwill and acquired intangible asset impairment and amortization		—			16			16
Total Core Earnings adjustments to GAAP	$	(20	)	$	(16	)		(36	)
Income tax expense (benefit)								(8	)
Net income (loss)							$	(28	)

⁽²⁾	Income taxes are based on a percentage of net income before tax for the individual reportable segment.

NAVIENT CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Information at June 30, 2019 and for the three and six months ended

June 30, 2019 and 2018 is unaudited) (Continued)

11. Segment Reporting (Continued)

	Three Months Ended June 30,						Six Months Ended June 30,
(Dollars in millions)	2019			2018			2019			2018
Core Earnings net income	$	175		$	131		$	312		$	238
Core Earnings adjustments to GAAP:
Net impact of derivative accounting⁽¹⁾		(23	)		(51	)		(28	)		(20	)
Net impact of goodwill and acquired intangible assets⁽²⁾		(11	)		(6	)		(18	)		(16	)
Net tax effect⁽³⁾		12			9			15			8
Total Core Earnings adjustments to GAAP		(22	)		(48	)		(31	)		(28	)
GAAP net income	$	153		$	83		$	281		$	210

⁽¹⁾

Derivative accounting: Core Earnings exclude periodic gains and losses that are caused by the mark-to-market valuations on derivatives that do not qualify for hedge accounting treatment under GAAP as well as the periodic mark-to-market gains and losses that are a result of ineffectiveness recognized related to effective hedges under GAAP. These gains and losses occur in our Federal Education Loans, Consumer Lending and Other reportable segments. Under GAAP, for our derivatives that are held to maturity, the mark-to-market gain or loss over the life of the contract will equal $0 except for Floor Income Contracts where the mark-to-market gain will equal the amount for which we sold the contract. In our Core Earnings presentation, we recognize the economic effect of these hedges, which generally results in any net settlement cash paid or received being recognized ratably as an interest expense or revenue over the hedged item’s life.

⁽²⁾	Goodwill and acquired intangible assets: Our Core Earnings exclude goodwill and intangible asset impairment and amortization of acquired intangible assets.

⁽³⁾	Net tax effect: Such tax effect is based upon our Core Earnings effective tax rate for the year.

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

This report contains “forward-looking statements,” within the meaning of the federal securities law, about our business and prospects and other information that is based on management’s current expectations as of the date of this report. Statements that are not historical facts, including statements about our beliefs, opinions, or expectations and statements that assume or are dependent upon future events, are forward-looking statements and often contain words such as “expect,” “anticipate,” “intend,” “plan,” “believe,” “seek,” “see,” “will,” “would,” “may,” “could,” “should,” “goal,” or “target.” Forward-looking statements are subject to risks, uncertainties, assumptions and other factors that may cause actual results to be materially different from those reflected in such forward-looking statements.

For us, these factors include, among others, the risks and uncertainties associated with:

•

increases in financing costs;

•

the availability of financing or limits on liquidity resulting from disruptions in the capital markets or other factors;

•

unanticipated increases in costs associated with compliance with federal, state or local laws and regulations;

•

changes in the demand for asset management and business processing solutions or other changes in marketplaces in which we compete (including increased competition);

•

changes in accounting standards including but not limited to changes pertaining to loan loss reserves and estimates or other accounting standards that may impact our operations;

•

adverse outcomes in any significant litigation to which we are a party;

•

credit risk associated with the Company’s underwriting standards or exposure to third parties, including counterparties to hedging transactions; and

•

changes in the terms of education loans and the educational credit marketplace (including changes resulting from new laws and the implementation of existing laws).

We could also be affected by, among other things:

•

unanticipated repayment trends on loans including prepayments or deferrals in our securitization trusts that could accelerate or delay repayment of the bonds;

•

reductions to our credit ratings, the credit ratings of asset-backed securitizations we sponsor or the credit ratings of the United States of America;

•

failures of our operating systems or infrastructure, or those of third-party vendors;

•

risks related to cybersecurity including the potential disruption of our systems or those of our third-party vendors or customers, or potential disclosure of confidential customer information;

•

damage to our reputation resulting from cyber-breaches, litigation, the politicization of student loan servicing or other actions or factors;

•

failure to successfully implement cost-cutting initiatives and adverse effects of such initiatives on our business;

•

failure to adequately integrate acquisitions or realize anticipated benefits from acquisitions including delays or errors in converting portfolio acquisitions to our servicing platform;

•

changes in law and regulations whether new laws or regulations, or new interpretations of existing laws and regulations applicable to any of our businesses or activities or those of our vendors, suppliers or customers;

•

changes in the general interest rate environment, including the availability of any relevant money-market index rate, including LIBOR, or the relationship between the relevant money-market index rate and the rate at which our assets are priced;

•

our ability to successfully effectuate any acquisitions and other strategic initiatives;

•

activities by shareholder activists, including a proxy contest or any unsolicited takeover proposal;

•

changes in general economic conditions; and

•

the other factors that are described in the “Risk Factors” section of our Annual Report on Form 10-K for the year ended December 31, 2018 (the “2018 Form 10-K”) and in our other reports filed with the Securities and Exchange Commission (“SEC”).

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The preparation of our consolidated financial statements also requires management to make certain estimates and assumptions including estimates and assumptions about future events. These estimates or assumptions may prove to be incorrect and actual results could differ materially. All forward-looking statements contained in this report are qualified by these cautionary statements and are made only as of the date of this report. We do not undertake any obligation to update or revise these forward-looking statements except as required by law.

Definitions for certain capitalized terms used but not otherwise defined in this Quarterly Report on Form 10-Q can be found in the “Glossary” section of our 2018 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.

Navient’s Business

Navient is a leading provider of education loan management and business processing solutions for education, healthcare, and government clients at the federal, state, and local levels. We help our clients and millions of Americans achieve financial success through services and support. Headquartered in Wilmington, Delaware, Navient also employs team members in western New York, northeastern Pennsylvania, Indiana, Tennessee, Texas, Virginia, Wisconsin, California and other locations.

With a focus on data-driven insights, service, compliance and innovative support, Navient:

•

owns $89.5 billion of education loans;

•

originates Private Education Loans;

•

services and performs asset recovery activities on its own portfolio of education loans, as well as education loans owned by other institutions including the United States Department of Education (“ED”); and

•

provides revenue cycle management and business processing services to federal, state and municipal clients, public authorities and healthcare organizations.

As of June 30, 2019, Navient’s principal assets consisted of:

•

$67.9 billion in FFELP Loans, with a 0.81% Core Earnings segment net interest margin and a weighted average life of 7 years;

•

$21.6 billion in Private Education Loans, with a 3.22% Core Earnings segment net interest margin and a weighted average life of 5 years;

•

a loan origination business that assists borrowers in refinancing their education loan debt, which produced $846 million of Private Education Refinance Loan originations in second-quarter 2019;

•

an education loan servicing business that services over $300 billion in ED, FFELP and Private Education Loans; and

•

a business solutions suite through which we provide services for over 600 clients in the non-education related government and healthcare sectors.

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We operate our business in three primary segments: Federal Education Loans, Consumer Lending and Business Processing. A fourth segment, Other, includes unallocated expenses of shared services and our corporate liquidity portfolio.

Strengths and Opportunities

Navient’s competitive advantages distinguish it from its competitors, including:

High Quality Asset Base Generating Significant and Predictable Cash Flows

At June 30, 2019, Navient’s $89.5 billion education loan portfolio was 83% funded to term and is expected to produce predictable cash flows over the remaining life of the portfolio. Our $67.9 billion FFELP portfolio bears a maximum 3% loss exposure under the terms of the federal guaranty. Our $21.6 billion Private Education Loan portfolio is 53% cosigned (65% excluding Private Education Refinance Loans), bearing the full credit risk of the borrower and any cosigner.

Navient expects to generate approximately $21 billion of cash flows from its FFELP Loan and Private Education Loan portfolios (net of secured financing obligations) over the next 20 years.

Strong Capital Return

As a result of our significant cash flow and capital generation, Navient expects to return excess capital to stockholders through dividends and share repurchases, while targeting to maintain our Tangible Net Asset (“TNA”) ratio between 1.23x and 1.25x. We repurchased 9.6 million shares of common stock (4% of shares outstanding) for $126 million in the second quarter of 2019. At June 30, 2019, there was $207 million remaining in share repurchase authorization. Since April 2014, Navient has repurchased $3.0 billion in common shares, which has reduced common shares outstanding by nearly 50%.

Navient has paid a quarterly dividend of $0.16 per share of common stock since 2015. In the second quarters of 2019 and 2018, Navient paid $37 million and $42 million, respectively, in dividends.

The tangible net asset ratio was 1.27x⁽¹⁾ at June 30, 2019.

Growth in Consumer Lending Businesses

In the Consumer Lending segment, we see meaningful value opportunities in originating Private Education Loans to financially responsible consumers. We are pursuing opportunities in the Private Education Loan market to generate attractive long-term risk adjusted returns. We originated $846 million of Private Education Refinance Loans in second-quarter 2019, a 34% increase from $629 million in the year-ago quarter. In April 2019, we announced the launch of an innovative and user-friendly Private Education Loan product to help students and families finance their higher education.

⁽¹⁾ Tangible Net Asset Ratio is a non-GAAP financial measure. For an explanation and reconciliation of our non-GAAP financial measures, see “Non-GAAP Financial Measures.”

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Growth in Business Processing

Navient has leveraged our large-scale operating platforms, superior data-driven strategies, operating efficiency, and regulatory compliance and risk management infrastructure to expand to new areas such as tolling and healthcare. Navient provides business processing services to over 600 clients, generating total revenue of $65 million in the second quarter of 2019. Navient’s inventory of non-education related contingent asset recovery receivables was $15.0 billion as of June 30, 2019.

Efficient and Large-Scale Operating Platforms

We service over $300 billion in education loans. These loans are owned by Navient and third parties, including ED. We have demonstrated scalable infrastructure with capacity to manage large volumes of complex transactions with continued efficiency improvements.

Superior Performance

Navient has demonstrated superior default prevention performance. Federal loans serviced by Navient achieved a Cohort Default Rate (“CDR”) 35% better than our peers, as calculated from the most recent CDR released by ED in September 2018. We are consistently a top performer in our asset recovery business and deliver superior service to our public and private sector clients. We continually leverage data-driven insights and customer service to identify new ways to add value to our clients.

Customer Service and Compliance Commitment

Navient fosters a robust compliance culture driven by a “customer first” approach. We invest in rigorous training programs, quality assurance, reviews and audits, complaint tracking and analysis, and customer research to enhance our compliance and customer service.

Navient’s Approach to Helping Education Loan Borrowers Achieve Success

We help our customers navigate the path to financial success through proactive outreach and innovative, data-driven approaches.

Leveraging four decades of expertise: We apply data-driven strategies that draw from our more than 45 years of experience. Our strategists employ risk modeling to identify struggling borrowers and deploy resources where needed. By tailoring our approach to borrowers’ unique situations — e.g., recent graduates, students re-entering school, those experiencing hardships or those with student debt but no degree — we help ensure leading outcomes. Nine times out of 10, when we reach federal loan customers who have missed payments, we identify a solution to help them avoid default.

Getting borrowers into the right payment plans: We help customers understand the wide range of federal loan repayment options so they can make informed choices about the plans that align with their financial circumstances and goals. We promote awareness of federal repayment plan options, including Income-Driven Repayment (“IDR”), and, as a result, we continue to lead in enrolling customers in affordable repayment plans: more than half of student loan balances serviced by Navient for the government were enrolled in an IDR plan (excluding loan types ineligible for the plans). We also help borrowers understand that options lengthening their repayment term may increase the total cost of their loans, while reminding them that they may pay extra or switch repayment plans at any time.

Advocating for borrowers: Navient is an advocate for policy reforms that would enhance the student loan program. For example, we have recommended improving financial literacy before borrowing, simplifying federal loan repayment options and encouraging college completion — reforms that we believe would make a meaningful difference for millions of Americans.

In 2009, we pioneered the creation of a loan modification program to help Private Education Loan borrowers needing additional assistance. As of June 30, 2019, $2.0 billion of our Private Education Loans were enrolled in this interest rate reduction program, helping customers through more affordable monthly payments while making progress in repaying their principal loan balance.

We continually make enhancements designed to help our customers, drawing from a variety of inputs including customer surveys, research panels, analysis of customer inquiries and complaint data, and regulator commentary.

Our Office of the Customer Advocate, established in 1997, offers escalated assistance to customers. We are committed to working with customers and appreciate customer comments, which, combined with our own customer communication channels, help us improve the ways we assist our customers.

We also continue to offer free resources to help customers and the general public build knowledge on personal finance topics.

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Navient was the first student loan servicer to launch a dedicated military benefits customer service team, website (Navient.com/military), and toll-free number. Navient’s military benefits team supports service members and their families to access the benefits designed for them, including interest rate benefits, deferment and other options.

Selected Historical Financial Information and Ratios

	Three Months Ended June 30,						Six Months Ended June 30,
(In millions, except per share data)	2019			2018			2019			2018
GAAP Basis
Net income	$	153		$	83		$	281		$	210
Diluted earnings per common share	$	.64		$	.31		$	1.16		$	.78
Weighted average shares used to compute diluted earnings per share		238			269			242			269
Net interest margin, Federal Education Loans segment		.83	%		.68	%		.79	%		.74	%
Net interest margin, Consumer Lending segment		3.31	%		3.27	%		3.30	%		3.29	%
Return on assets		.64	%		.31	%		.58	%		.39	%
Ending FFELP Loans, net	$	67,956		$	76,609		$	67,956		$	76,609
Ending Private Education Loans, net		21,564			22,568			21,564			22,568
Ending total education loans, net	$	89,520		$	99,177		$	89,520		$	99,177
Average FFELP Loans	$	69,084		$	78,170		$	70,149		$	79,478
Average Private Education Loans		22,463			23,320			22,611			23,536
Average total education loans	$	91,547		$	101,490		$	92,760		$	103,014
Core Earnings Basis⁽¹⁾
Net income	$	175		$	131		$	312		$	238
Diluted earnings per common share	$	.74		$	.49		$	1.29		$	.89
Adjusted diluted earnings per common share⁽²⁾	$	.74		$	.52		$	1.32		$	.95
Weighted average shares used to compute diluted earnings per share		238			269			242			269
Net interest margin, Federal Education Loans segment		.81	%		.82	%		.81	%		.82	%
Net interest margin, Consumer Lending segment		3.22	%		3.21	%		3.22	%		3.22	%
Return on assets		.73	%		.49	%		.65	%		.44	%
Ending FFELP Loans, net	$	67,956		$	76,609		$	67,956		$	76,609
Ending Private Education Loans, net		21,564			22,568			21,564			22,568
Ending total education loans, net	$	89,520		$	99,177		$	89,520		$	99,177
Average FFELP Loans	$	69,084		$	78,170		$	70,149		$	79,478
Average Private Education Loans		22,463			23,320			22,611			23,536
Average total education loans	$	91,547		$	101,490		$	92,760		$	103,014

⁽¹⁾	Core Earnings are non-GAAP financial measures and do not represent a comprehensive basis of accounting. For a greater explanation of Core Earnings, see the section titled “Non-GAAP Financial Measures – Core Earnings.”

⁽²⁾

Adjusted diluted Core Earnings per share, a non-GAAP financial measure, excludes restructuring and regulatory expenses of $2 million and $10 million for the three months ended June 30, 2019 and 2018, respectively and $10 million and $21 million for the six months ended June 30, 2019 and 2018, respectively. Regulatory expenses for the three and six months ended June 30, 2019 are net of a $10 million insurance policy reimbursement for costs related to such matters.

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Overview

The following discussion and analysis presents a review of our business and operations as of and for the three and six months ended June 30, 2019. We monitor and assess our ongoing operations and results based on the following four reportable operating segments: Federal Education Loans, Consumer Lending, Business Processing and Other.

Federal Education Loans Segment

Consumer Lending Segment

Business Processing Segment

Other

This segment primarily consists of our corporate liquidity portfolio and the repurchase of debt, unallocated expenses of shared services, restructuring/other reorganization expenses, and the deferred tax asset remeasurement loss recognized due to the enactment of the “Tax Cuts and Jobs Act” (“TCJA”) in the fourth quarter of 2017.

Key Financial Measures

Our operating results are primarily driven by net interest income, provisions for loan losses and expenses incurred in our education loan portfolios; the revenues and expenses generated by our servicing, asset recovery and business processing businesses; gains and losses on loan sales and debt repurchases; and income tax expense. We manage and assess the performance of each business segment separately as each is focused on different customers and each derives its revenue from different activities and services. A brief summary of our key financial measures (net interest income; provisions for loan losses; charge-offs and delinquencies; servicing, asset recovery and business processing revenues; other income (loss); operating expenses; and income tax expense) can be found in Item 7. “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in our 2018 Form 10-K.

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Second-quarter 2019 Summary of Results

We report financial results on a GAAP basis and also present certain Core Earnings performance measures. Our management, equity investors, credit rating agencies and debt capital providers use these Core Earnings measures to monitor our business performance. See “Non-GAAP Financial Measures – Core Earnings” for a further discussion and a complete reconciliation between GAAP net income and Core Earnings.

Second-quarter 2019 GAAP net income was $153 million ($0.64 diluted earnings per share), compared with $83 million ($0.31 diluted earnings per share) for the year-ago quarter. See “Consolidated Earnings Summary – GAAP Basis” for a discussion of the primary contributors to the change in GAAP earnings between periods.

Core Earnings for the quarter were $175 million ($0.74 diluted Core Earnings per share), compared with $131 million ($0.49 diluted Core Earnings per share) for the year-ago quarter. Second-quarter 2019 and 2018 adjusted diluted Core Earnings per share were $0.74 and $0.52, respectively, excluding restructuring and regulatory-related expenses of $2 million and $10 million, respectively. See “Reportable Segment Earnings Summary – Core Earnings Basis” for a discussion of the primary contributors to the change in Core Earnings between periods.

Highlights of second-quarter 2019 include:

•

FFELP Loan delinquency rate decreased 19% from the year-ago quarter;

•

asset recovery revenue in our Federal Education Loans segment increased $24 million (71%) from the year-ago quarter;

•

originated $846 million of Private Education Refinance Loans, a 34% increase from $629 million in the year-ago quarter;

•

sold $412 million of Private Education Refinance Loans resulting in a $16 million pre-tax gain;

•

Private Education Loan delinquency rate declined 15% from the year-ago quarter;

•

EBITDA⁽¹⁾margin of 17% in our Business Processing segment;

•

contingent collections receivables inventory in our Business Processing segment increased 29% to $15.0 billion from the year-ago quarter;

•

repurchased 9.6 million common shares for $126 million, with $207 million repurchase authority remaining;

•

paid $37 million in common stock dividends;

•

the tangible net asset ratio was 1.27x⁽¹⁾;

•

issued $747 million of FFELP Loan asset-backed securities (“ABS”) and $1.2 billion of Private Education Loan ABS;

•

repurchased $138 million of senior unsecured debt resulting in a $32 million Core Earnings pre-tax gain; and

•

retired $819 million of senior unsecured debt.

⁽¹⁾ Item is a non-GAAP financial measure. For an explanation and reconciliation of our non-GAAP financial measures, see “Non-GAAP Financial Measures.”

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Results of Operations

We present the results of operations below first on a consolidated basis in accordance with GAAP. Following our discussion of consolidated earnings results on a GAAP basis, we present our results on a segment basis. We have four reportable segments: Federal Education Loans, Consumer Lending, Business Processing and Other. These segments operate in distinct business environments and we manage and evaluate the financial performance of these segments using non-GAAP financial measures we call Core Earnings (see “Non-GAAP Financial Measures – Core Earnings” for further discussion).

GAAP Statements of Income (Unaudited)

	Three Months Ended June 30,						Increase (Decrease)						Six Months Ended June 30,						Increase (Decrease)
(In millions, except per share data)	2019			2018			$			%			2019			2018			$			%
Interest income:
FFELP Loans	$	742		$	760		$	(18	)		(2	)%	$	1,506		$	1,483		$	23			2	%
Private Education Loans		436			442			(6	)		(1	)		879			873			6			1
Other loans		1			1			—			—			2			2			—			—
Cash and investments		25			24			1			4			52			41			11			27
Total interest income		1,204			1,227			(23	)		(2	)		2,439			2,399			40			2
Total interest expense		911			929			(18	)		(2	)		1,860			1,773			87			5
Net interest income		293			298			(5	)		(2	)		579			626			(47	)		(8	)
Less: provisions for loan losses		68			112			(44	)		(39	)		144			199			(55	)		(28	)
Net interest income after provisions for loan losses		225			186			39			21			435			427			8			2
Other income (loss):
Servicing revenue		60			71			(11	)		(15	)		122			140			(18	)		(13	)
Asset recovery and business processing revenue		123			99			24			24			242			207			35			17
Other income (loss)		11			13			(2	)		(15	)		27			1			26			2,600
Gains on sales of loans		16			—			16			100			16			—			16			100
Gains on debt repurchases		44			(7	)		51			(729	)		59			(8	)		67			(838	)
Gains (losses) on derivative and hedging activities, net		(32	)		(40	)		8			(20	)		(25	)		8			(33	)		(413	)
Total other income		222			136			86			63			441			348			93			27
Expenses:
Operating expenses		241			201			40			20			497			476			21			4
Goodwill and acquired intangible assets impairment and amortization expense		11			6			5			83			18			16			2			13
Restructuring/other reorganization expenses		1			2			(1	)		(50	)		2			9			(7	)		(78	)
Total expenses		253			209			44			21			517			501			16			3
Income before income tax expense		194			113			81			72			359			274			85			31
Income tax expense		41			30			11			37			78			64			14			22
Net income	$	153		$	83		$	70			84	%	$	281		$	210		$	71			34	%
Basic earnings per common share	$	.65		$	.31		$	.34			110	%	$	1.17		$	.79		$	.38			48	%
Diluted earnings per common share	$	.64		$	.31		$	.33			106	%	$	1.16		$	.78		$	.38			49	%
Dividends per common share	$	.16		$	.16		$	—			—	%	$	.32		$	.32		$	—			—	%

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Consolidated Earnings Summary — GAAP Basis

Three Months Ended June 30, 2019 Compared with Three Months Ended June 30, 2018

For the three months ended June 30, 2019, net income was $153 million, or $0.64 diluted earnings per common share, compared with net income of $83 million, or $0.31 diluted earnings per common share, for the year-ago period.

The primary contributors to the increase in net income are as follows:

•

Net interest income decreased by $5 million, primarily as a result of the natural paydown of the education loan portfolio.

•

Provisions for loan losses decreased $44 million as a result of:

The provision for FFELP loan losses was $8 million, down $32 million primarily due to a higher temporary future charge-off estimate in the year-ago quarter as a result of an elevated use of disaster forbearance at the end of 2017 and other factors. Charge-offs were $7 million in second-quarter 2019, down from $17 million in the year-ago quarter.

The provision for Private Education Loan losses was $60 million, down $12 million. Charge-offs increased $12 million, as expected, as charge-offs in the year-ago quarter were unusually low due to the impact of temporary natural disaster forbearances granted at the end of 2017 and beginning of 2018. Loan delinquencies greater than 90 days decreased by $78 million and forbearances decreased by $244 million compared with the year-ago quarter. Outstanding Private Education Loans decreased $1.0 billion from the year-ago quarter. These factors along with the continued improvement in the portfolio’s performance resulted in the $12 million decrease in the Private Education Loan provision.

•

Asset recovery and business processing revenue increased $24 million due to higher account resolution.

•

Net gains on sales of loans increased by $16 million, due to the $16 million gain on sale of $412 million of Private Education Refinance Loans in second-quarter 2019.

•

Net gains on debt repurchases increased by $51 million. We repurchased $138 million of debt at a $44 million gain in second-quarter 2019 compared to $1.3 billion repurchased at a $7 million loss in the year-ago quarter. Debt repurchase activity fluctuates based on market fundamentals and our liability management strategy. As a result, gains or losses on our debt repurchase activity may vary in the future periods.

•

Net losses on derivative and hedging activities decreased $8 million. The primary factors affecting the change were interest rate and foreign currency fluctuations, which impact the valuations of our Floor Income Contracts, basis swaps and foreign currency hedges during each period. Valuations of derivative instruments fluctuate based upon many factors including changes in interest rates, credit risk, foreign currency fluctuations and other market factors. As a result, net gains and losses on derivative and hedging activities may vary significantly in future periods.

•

Excluding regulatory-related costs of $1 million and $8 million, respectively, operating expenses were $240 million and $193 million in second-quarter 2019 and 2018, respectively. On an adjusted basis, expenses were $4 million lower primarily as a result of ongoing cost-saving initiatives across the Company. Adjusted 2019 expenses exclude $6 million of costs associated with proxy contest matters and $5 million of transition services costs, and adjusted 2018 expenses exclude the release of a $40 million reserve related to the resolution of a contingency. Second-quarter 2019 regulatory costs are net of a $10 million insurance policy reimbursement for costs related to such matters.

•

During the second quarters of 2019 and 2018, the Company incurred $1 million and $2 million, respectively, of restructuring/other reorganization expenses in connection with an effort to reduce costs and improve operating efficiency. These charges were due primarily to severance-related costs.

We repurchased 9.6 million shares of our common stock in the quarter. There were no repurchases in the year-ago quarter. As a result of repurchases, our average outstanding diluted shares decreased by 31 million common shares (or 12%) from the year-ago period.

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Six Months Ended June 30, 2019 Compared with Six Months Ended June 30, 2018

For the six months ended June 30, 2019, net income was $281 million, or $1.16 diluted earnings per common share, compared with net income of $210 million, or $0.78 diluted earnings per common share, for the year-ago period.

The primary contributors to the increase in net income are as follows:

•

Net interest income decreased by $47 million, primarily as a result of the natural paydown of the education loan portfolio.

•

Provisions for loan losses decreased $55 million as a result of:

The provision for FFELP loan losses was $15 million, down $35 million primarily due to a higher temporary future charge-off estimate in the year-ago period as a result of an elevated use of disaster forbearance at the end of 2017 and other factors.

The provision for Private Education Loan losses was $128 million, down $21 million. Charge-offs increased $28 million, as expected, as charge-offs in the year-ago period were unusually low due to the impact of temporary natural disaster forbearances granted at the end of 2017 and beginning of 2018. Loan delinquencies greater than 90 days decreased by $78 million and forbearances decreased by $244 million compared with the year-ago period. Outstanding Private Education Loans decreased $1.0 billion from the year-ago period. These factors along with the continued improvement in the portfolio’s performance resulted in the $21 million decrease in the Private Education Loan provision.

•

Asset recovery and business processing revenue increased $35 million due to higher account resolution.

•

Other income increased $26 million primarily due to a decrease in foreign currency translation losses and to transition services revenue. The foreign currency translation gains (losses) relate to a portion of our foreign currency denominated debt that does not receive hedge accounting treatment. These gains (losses) are partially offset by the “gains (losses) on derivative and hedging activities, net” line item on the income statement related to the derivatives used to economically hedge these debt instruments.

•

Net gains on sales of loans increased by $16 million, due to the $16 million gain on sale of $412 million of Private Education Refinance Loans in second-quarter 2019.

•

Net gains on debt repurchases increased by $67 million. We repurchased $184 million of debt at a $59 million gain in the six months ended June 30, 2019 compared to $1.3 billion repurchased at an $8 million loss in the year-ago period. Debt repurchase activity fluctuates based on market fundamentals and our liability management strategy. As a result, gains or losses on our debt repurchase activity may vary in the future periods.

•

Net gains on derivative and hedging activities decreased $33 million. The primary factors affecting the change were interest rate and foreign currency fluctuations, which impact the valuations of our Floor Income Contracts, basis swaps and foreign currency hedges during each period. Valuations of derivative instruments fluctuate based upon many factors including changes in interest rates, credit risk, foreign currency fluctuations and other market factors. As a result, net gains and losses on derivative and hedging activities may vary significantly in future periods.

•

Excluding regulatory-related costs of $8 million and $12 million, respectively, operating expenses were $489 million and $464 million in the six months ended June 30, 2019 and 2018, respectively. On an adjusted basis, expenses were $27 million lower primarily as a result of ongoing cost-saving initiatives across the Company. Adjusted 2019 expenses exclude $9 million of costs associated with proxy contest matters and $12 million of transition services costs. Adjusted 2018 expenses exclude the release of a $40 million reserve related to the resolution of a contingency and a $9 million one-time fee paid to convert $3 billion of Private Education Loans from a third-party servicer to Navient’s servicing platform. Regulatory costs in the current period are net of a $10 million insurance policy reimbursement for costs related to such matters.

•

During the six months ended June 30, 2019 and 2018, the Company incurred $2 million and $9 million, respectively, of restructuring/other reorganization expenses in connection with an effort to reduce costs and improve operating efficiency. These charges were due primarily to severance-related costs.

We repurchased 19.0 million shares of our common stock in the six months ended June 30, 2019. There were no repurchases in the year-ago period. As a result of repurchases, our average outstanding diluted shares decreased by 27 million common shares (or 10%) from the year-ago period.

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Non-GAAP Financial Measures

In addition to financial results reported on a GAAP basis, Navient also provides certain performance measures which are non-GAAP financial measures. The following non-GAAP financial measures are presented within this Form 10-Q: (1) Core Earnings, (2) Tangible Net Asset Ratio and (3) EBITDA for the Business Processing segment.

1. Core Earnings

Core Earnings are not a substitute for reported results under GAAP. We use Core Earnings to manage our business segments because Core Earnings reflect adjustments to GAAP financial results for two items, discussed below, that can create significant volatility mostly due to timing factors generally beyond the control of management. Accordingly, we believe that Core Earnings provide management with a useful basis from which to better evaluate results from ongoing operations against the business plan or against results from prior periods. Consequently, we disclose this information because we believe it provides investors with additional information regarding the operational and performance indicators that are most closely assessed by management. When compared to GAAP results, the two items we remove to result in our Core Earnings presentations are:

(1)

(2)

The accounting for goodwill and acquired intangible assets.

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The following tables show Core Earnings for each reportable segment and our business as a whole along with the adjustments made to the income/expense items to reconcile the amounts to our reported GAAP results as required by GAAP and reported in “Note 12 — Segment Reporting.”

	Three Months Ended June 30, 2019
												Adjustments
(Dollars in millions)	Federal Education Loans		Consumer Lending		Business Processing		Other			Total Core Earnings		Reclassi- fications			Additions/ (Subtractions)			Total Adjustments⁽¹⁾			Total GAAP
Interest income:
Education loans	$	758	$	436	$	—	$	—		$	1,194	$	1		$	(17	)	$	(16	)	$	1,178
Other loans		—		1		—		—			1		—			—			—			1
Cash and investments		14		4		—		7			25		—			—			—			25
Total interest income		772		441		—		7			1,220		1			(17	)		(16	)		1,204
Total interest expense		627		255		—		42			924		(2	)		(11	)		(13	)		911
Net interest income (loss)		145		186		—		(35	)		296		3			(6	)		(3	)		293
Less: provisions for loan losses		8		60		—		—			68		—			—			—			68
Net interest income (loss) after provisions for loan losses		137		126		—		(35	)		228		3			(6	)		(3	)		225
Other income (loss):
Servicing revenue		57		3		—		—			60		—			—			—			60
Asset recovery and business processing revenue		58		—		65		—			123		—			—			—			123
Other income (loss)		7		—		—		4			11		(38	)		6			(32	)		(21	)
Gains on sales of loans		—		16		—		—			16		—			—			—			16
Gains on debt repurchases		—		—		—		32			32		35			(23	)		12			44
Total other income (loss)		122		19		65		36			242		(3	)		(17	)		(20	)		222
Expenses:
Direct operating expenses		89		34		56		—			179		—			—			—			179
Unallocated shared services expenses		—		—		—		62			62		—			—			—			62
Operating expenses		89		34		56		62			241		—			—			—			241
Goodwill and acquired intangible asset impairment and amortization		—		—		—		—			—		—			11			11			11
Restructuring/other reorganization expenses		—		—		—		1			1		—			—			—			1
Total expenses		89		34		56		63			242		—			11			11			253
Income (loss) before income tax expense (benefit)		170		111		9		(62	)		228		—			(34	)		(34	)		194
Income tax expense (benefit)⁽²⁾		39		26		2		(14	)		53		—			(12	)		(12	)		41
Net income (loss)	$	131	$	85	$	7	$	(48	)	$	175	$	—		$	(22	)	$	(22	)	$	153

⁽¹⁾	Core Earnings adjustments to GAAP:

	Three Months Ended June 30, 2019
(Dollars in millions)	Net Impact of Derivative Accounting			Net Impact of Acquired Intangibles			Total
Net interest income (loss) after provisions for loan losses	$	(3	)	$	—		$	(3	)
Total other income (loss)		(20	)		—			(20	)
Goodwill and acquired intangible asset impairment and amortization		—			11			11
Total Core Earnings adjustments to GAAP	$	(23	)	$	(11	)		(34	)
Income tax expense (benefit)								(12	)
Net income (loss)							$	(22	)

⁽²⁾	Income taxes are based on a percentage of net income before tax for the individual reportable segment.

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	Three Months Ended June 30, 2018
													Adjustments
(Dollars in millions)	Federal Education Loans		Consumer Lending		Business Processing		Other			Total Core Earnings			Reclassi- fications			Additions/ (Subtractions)			Total Adjustments⁽¹⁾			Total GAAP
Interest income:
Education loans	$	775	$	442	$	—	$	—		$	1,217		$	3		$	(18	)	$	(15	)	$	1,202
Other loans		1		—		—		—			1			—			—			—			1
Cash and investments		12		3		—		9			24			—			—			—			24
Total interest income		788		445		—		9			1,242			3			(18	)		(15	)		1,227
Total interest expense		622		252		—		49			923			10			(4	)		6			929
Net interest income (loss)		166		193		—		(40	)		319			(7	)		(14	)		(21	)		298
Less: provisions for loan losses		40		72		—		—			112			—			—			—			112
Net interest income (loss) after provisions for loan losses		126		121		—		(40	)		207			(7	)		(14	)		(21	)		186
Other income (loss):
Servicing revenue		68		3		—		—			71			—			—			—			71
Asset recovery and business processing revenue		34		—		65		—			99			—			—			—			99
Other income (loss)		—		—		—		3			3			7			(37	)		(30	)		(27	)
Losses on debt repurchases		—		—		—		(7	)		(7	)		—			—			—			(7	)
Total other income (loss)		102		3		65		(4	)		166			7			(37	)		(30	)		136
Expenses:
Direct operating expenses		36		39		54		—			129			—			—			—			129
Unallocated shared services expenses		—		—		—		72			72			—			—			—			72
Operating expenses		36		39		54		72			201			—			—			—			201
Goodwill and acquired intangible asset impairment and amortization		—		—		—		—			—			—			6			6			6
Restructuring/other reorganization expenses		—		—		—		2			2			—			—			—			2
Total expenses		36		39		54		74			203			—			6			6			209
Income (loss) before income tax expense (benefit)		192		85		11		(118	)		170			—			(57	)		(57	)		113
Income tax expense (benefit)⁽²⁾		44		19		3		(27	)		39			—			(9	)		(9	)		30
Net income (loss)	$	148	$	66	$	8	$	(91	)	$	131		$	—		$	(48	)	$	(48	)	$	83

⁽¹⁾	Core Earnings adjustments to GAAP:

	Three Months Ended June 30, 2018
(Dollars in millions)	Net Impact of Derivative Accounting			Net Impact of Acquired Intangibles			Total
Net interest income (loss) after provisions for loan losses	$	(21	)	$	—		$	(21	)
Total other income (loss)		(30	)		—			(30	)
Goodwill and acquired intangible asset impairment and amortization		—			6			6
Total Core Earnings adjustments to GAAP	$	(51	)	$	(6	)		(57	)
Income tax expense (benefit)								(9	)
Net income (loss)							$	(48	)

⁽²⁾	Income taxes are based on a percentage of net income before tax for the individual reportable segment.

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	Six Months Ended June 30, 2019
												Adjustments
(Dollars in millions)	Federal Education Loans		Consumer Lending		Business Processing		Other			Total Core Earnings		Reclassi- fications			Additions/ (Subtractions)			Total Adjustments⁽¹⁾			Total GAAP
Interest income:
Education loans	$	1,537	$	879	$	—	$	—		$	2,416	$	2		$	(33	)	$	(31	)	$	2,385
Other loans		1		1		—		—			2		—			—			—			2
Cash and investments		30		9		—		13			52		—			—			—			52
Total interest income		1,568		889		—		13			2,470		2			(33	)		(31	)		2,439
Total interest expense		1,278		516		—		80			1,874		2			(16	)		(14	)		1,860
Net interest income (loss)		290		373		—		(67	)		596		—			(17	)		(17	)		579
Less: provisions for loan losses		15		129		—		—			144		—			—			—			144
Net interest income (loss) after provisions for loan losses		275		244		—		(67	)		452		—			(17	)		(17	)		435
Other income (loss):
Servicing revenue		117		5		—		—			122		—			—			—			122
Asset recovery and business processing revenue		108		—		134		—			242		—			—			—			242
Other income (loss)		15		1		—		9			25		(39	)		16			(23	)		2
Gains on sales of loans		—		16		—		—			16		—			—			—			16
Gains on debt repurchases		—		—		—		47			47		39			(27	)		12			59
Total other income (loss)		240		22		134		56			452		—			(11	)		(11	)		441
Expenses:
Direct operating expenses		180		72		111		—			363		—			—			—			363
Unallocated shared services expenses		—		—		—		134			134		—			—			—			134
Operating expenses		180		72		111		134			497		—			—			—			497
Goodwill and acquired intangible asset impairment and amortization		—		—		—		—			—		—			18			18			18
Restructuring/other reorganization expenses		—		—		—		2			2		—			—			—			2
Total expenses		180		72		111		136			499		—			18			18			517
Income (loss) before income tax expense (benefit)		335		194		23		(147	)		405		—			(46	)		(46	)		359
Income tax expense (benefit)⁽²⁾		77		44		6		(34	)		93		—			(15	)		(15	)		78
Net income (loss)	$	258	$	150	$	17	$	(113	)	$	312	$	—		$	(31	)	$	(31	)	$	281

⁽¹⁾	Core Earnings adjustments to GAAP:

	Six Months Ended June 30, 2019
(Dollars in millions)	Net Impact of Derivative Accounting			Net Impact of Goodwill and Acquired Intangible Assets			Total
Net interest income (loss) after provisions for loan losses	$	(17	)	$	—		$	(17	)
Total other income (loss)		(11	)		—			(11	)
Goodwill and acquired intangible asset impairment and amortization		—			18			18
Total Core Earnings adjustments to GAAP	$	(28	)	$	(18	)		(46	)
Income tax expense (benefit)								(15	)
Net income (loss)							$	(31	)

⁽²⁾	Income taxes are based on a percentage of net income before tax for the individual reportable segment.

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	Six Months Ended June 30, 2018
													Adjustments
(Dollars in millions)	Federal Education Loans		Consumer Lending		Business Processing		Other			Total Core Earnings			Reclassi- fications			Additions/ (Subtractions)			Total Adjustments⁽¹⁾			Total GAAP
Interest income:
Education loans	$	1,507	$	873	$	—	$	—		$	2,380		$	11		$	(35	)	$	(24	)	$	2,356
Other loans		2		—		—		—			2			—			—			—			2
Cash and investments		19		6		—		16			41			—			—			—			41
Total interest income		1,528		879		—		16			2,423			11			(35	)		(24	)		2,399
Total interest expense		1,193		490		—		91			1,774			4			(5	)		(1	)		1,773
Net interest income (loss)		335		389		—		(75	)		649			7			(30	)		(23	)		626
Less: provisions for loan losses		50		149		—		—			199			—			—			—			199
Net interest income (loss) after provisions for loan losses		285		240		—		(75	)		450			7			(30	)		(23	)		427
Other income (loss):
Servicing revenue		134		6		—		—			140			—			—			—			140
Asset recovery and business processing revenue		70		—		137		—			207			—			—			—			207
Other income (loss)		1		—		—		5			6			(7	)		10			3			9
Losses on debt repurchases		—		—		—		(8	)		(8	)		—			—			—			(8	)
Total other income (loss)		205		6		137		(3	)		345			(7	)		10			3			348
Expenses:
Direct operating expenses		115		95		113		—			323			—			—			—			323
Unallocated shared services expenses		—		—		—		153			153			—			—			—			153
Operating expenses		115		95		113		153			476			—			—			—			476
Goodwill and acquired intangible asset impairment and amortization		—		—		—		—			—			—			16			16			16
Restructuring/other reorganization expenses		—		—		—		9			9			—			—			—			9
Total expenses		115		95		113		162			485			—			16			16			501
Income (loss) before income tax expense (benefit)		375		151		24		(240	)		310			—			(36	)		(36	)		274
Income tax expense (benefit)⁽²⁾		86		35		6		(55	)		72			—			(8	)		(8	)		64
Net income (loss)	$	289	$	116	$	18	$	(185	)	$	238		$	—		$	(28	)	$	(28	)	$	210

⁽¹⁾	Core Earnings adjustments to GAAP:

	Six Months Ended June 30, 2018
(Dollars in millions)	Net Impact of Derivative Accounting			Net Impact of Goodwill and Acquired Intangible Assets			Total
Net interest income (loss) after provisions for loan losses	$	(23	)	$	—		$	(23	)
Total other income (loss)		3			—			3
Goodwill and acquired intangible asset impairment and amortization		—			16			16
Total Core Earnings adjustments to GAAP	$	(20	)	$	(16	)		(36	)
Income tax expense (benefit)								(8	)
Net income (loss)							$	(28	)

⁽²⁾	Income taxes are based on a percentage of net income before tax for the individual reportable segment.

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The following discussion summarizes the differences between Core Earnings and GAAP net income and details each specific adjustment required to reconcile our Core Earnings segment presentation to our GAAP earnings.

	Three Months Ended June 30,						Six Months Ended June 30,
(Dollars in millions)	2019			2018			2019			2018
Core Earnings net income	$	175		$	131		$	312		$	238
Core Earnings adjustments to GAAP:
Net impact of derivative accounting		(23	)		(51	)		(28	)		(20	)
Net impact of goodwill and acquired intangible assets		(11	)		(6	)		(18	)		(16	)
Net income tax effect		12			9			15			8
Total Core Earnings adjustments to GAAP		(22	)		(48	)		(31	)		(28	)
GAAP net income	$	153		$	83		$	281		$	210

(1) Derivative Accounting: Core Earnings exclude periodic gains and losses that are caused by the mark-to-market valuations on derivatives that do not qualify for hedge accounting treatment under GAAP, as well as the periodic mark-to-market gains and losses that are a result of ineffectiveness recognized related to effective hedges under GAAP. These gains and losses occur in our Federal Education Loans, Consumer Lending and Other reportable segments. Under GAAP, for our derivatives that are held to maturity, the mark-to-market gain or loss over the life of the contract will equal $0 except for Floor Income Contracts, where the mark-to-market gain will equal the amount for which we sold the contract. In our Core Earnings presentation, we recognize the economic effect of these hedges, which generally results in any net settlement cash paid or received being recognized ratably as an interest expense or revenue over the hedged item’s life.

The accounting for derivatives requires that changes in the fair value of derivative instruments be recognized currently in earnings, with no fair value adjustment of the hedged item, unless specific hedge accounting criteria are met. The gains and losses recorded in “Gains (losses) on derivative and hedging activities, net” and interest expense (for qualifying fair value hedges) are primarily caused by interest rate and foreign currency exchange rate volatility and changing credit spreads during the period as well as the volume and term of derivatives not receiving hedge accounting treatment. We believe that our derivatives are effective economic hedges, and as such, are a critical element of our interest rate and foreign currency risk management strategy. However, some of our derivatives, primarily Floor Income Contracts and certain basis swaps, do not qualify for hedge accounting treatment and the stand-alone derivative must be adjusted to fair value in the income statement with no consideration for the corresponding change in fair value of the hedged item.

Our Floor Income Contracts are written options that must meet more stringent requirements than other hedging relationships to achieve hedge effectiveness. Specifically, our Floor Income Contracts do not qualify for hedge accounting treatment because the pay down of principal of the education loans underlying the Floor Income embedded in those education loans does not exactly match the change in the notional amount of our written Floor Income Contracts. Additionally, the term, the interest rate index, and the interest rate index reset frequency of the Floor Income Contract can be different than that of the education loans. Under derivative accounting treatment, the upfront contractual payment is deemed a liability and changes in fair value are recorded through income throughout the life of the contract. The change in the fair value of Floor Income Contracts is primarily caused by changing interest rates that cause the amount of Floor Income paid to the counterparties to vary. This is economically offset by the change in the amount of Floor Income earned on the underlying education loans but that offsetting change in fair value is not recognized. We believe the Floor Income Contracts are economic hedges because they effectively fix the amount of Floor Income earned over the contract period, thus eliminating the timing and uncertainty that changes in interest rates can have on Floor Income for that period. Therefore, for purposes of Core Earnings, we have removed the mark-to-market gains and losses related to these contracts and added back the amortization of the net contractual premiums received on the Floor Income Contracts. The amortization of the net contractual premiums received on the Floor Income Contracts for Core Earnings is reflected in education loan interest income. Under GAAP accounting, the premiums received on the Floor Income Contracts are recorded as revenue in the “gains (losses) on derivative and hedging activities, net” line item by the end of the contracts’ lives.

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Basis swaps are used to convert floating rate debt from one floating interest rate index to another to better match the interest rate characteristics of the assets financed by that debt. We primarily use basis swaps to hedge our education loan assets that are primarily indexed to LIBOR or Prime. The accounting for derivatives requires that when using basis swaps, the change in the cash flows of the hedge effectively offset both the change in the cash flows of the asset and the change in the cash flows of the liability. Our basis swaps hedge variable interest rate risk; however, they generally do not meet this effectiveness test because the index of the swap does not exactly match the index of the hedged assets as required for hedge accounting treatment. Additionally, some of our FFELP Loans can earn at either a variable or a fixed interest rate depending on market interest rates and therefore swaps economically hedging these FFELP Loans do not meet the criteria for hedge accounting treatment. As a result, under GAAP, these swaps are recorded at fair value with changes in fair value reflected currently in the income statement.

The table below quantifies the adjustments for derivative accounting between GAAP and Core Earnings net income.

	Three Months Ended June 30,						Six Months Ended June 30,
(Dollars in millions)	2019			2018			2019			2018
Core Earnings derivative adjustments:
Gains (losses) on derivative and hedging activities, net, included in other income	$	(32	)	$	(40	)	$	(25	)	$	8
Plus: Gains (losses) on fair value hedging activity included in interest expense		7			—			9			—
Total gains(losses)		(25	)		(40	)		(16	)		8
Plus: Reclassification of settlement expense/(income) on derivative and hedging activities, net⁽¹⁾		38			(7	)		39			7
Mark-to-market gains (losses) on derivative and hedging activities, net⁽²⁾		13			(47	)		23			15
Amortization of net premiums on Floor Income Contracts in net interest income for Core Earnings		(17	)		(18	)		(33	)		(35	)
Other derivative accounting adjustments⁽³⁾		(19	)		14			(18	)		—
Total net impact of derivative accounting	$	(23	)	$	(51	)	$	(28	)	$	(20	)

⁽¹⁾

Derivative accounting requires net settlement income/expense on derivatives that do not qualify as hedges to be recorded in a separate income statement line item below net interest income. Under our Core Earnings presentation, these settlements are reclassified to the income statement line item of the economically hedged item. For our Core Earnings net interest income, this would primarily include (a) reclassifying the net settlement amounts related to our Floor Income Contracts to education loan interest income and (b) reclassifying the net settlement amounts related to certain of our interest rate swaps to debt interest expense. The table below summarizes these net settlements on derivative and hedging activities and the associated reclassification on a Core Earnings basis.

	Three Months Ended June 30,						Six Months Ended June 30,
(Dollars in millions)	2019			2018			2019			2018
Reclassification of settlements on derivative and hedging activities:
Net settlement expense on Floor Income Contracts reclassified to net interest income	$	(1	)	$	(3	)	$	(2	)	$	(11	)
Net settlement income (expense) on interest rate swaps reclassified to net interest income		(2	)		10			2			4
Net realized gains (losses) on terminated derivative contracts reclassified to other income		(35	)		—			(39	)		—
Total reclassifications of settlements on derivative and hedging activities	$	(38	)	$	7		$	(39	)	$	(7	)

⁽²⁾	“Mark-to-market gains (losses) on derivative and hedging activities, net” is comprised of the following:

	Three Months Ended June 30,						Six Months Ended June 30,
(Dollars in millions)	2019			2018			2019			2018
Floor Income Contracts	$	(48	)	$	13		$	(46	)	$	44
Basis swaps		7			(13	)		(2	)		31
Foreign currency hedges		43			(38	)		61			(73	)
Other		11			(9	)		10			13
Total mark-to-market gains (losses) on derivative and hedging activities, net	$	13		$	(47	)	$	23		$	15

⁽³⁾

Other derivative accounting adjustments consist of adjustments related to: (1) foreign currency denominated debt that is adjusted to spot foreign exchange rates for GAAP where such adjustments are reversed for Core Earnings and (2) certain terminated derivatives that did not receive hedge accounting treatment under GAAP but were economic hedges under Core Earnings and, as a result, such gains or losses are amortized into Core Earnings over the life of the hedged item.

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Cumulative Impact of Derivative Accounting under GAAP compared to Core Earnings

As of June 30, 2019, derivative accounting has decreased GAAP equity by approximately $249 million as a result of cumulative net mark-to-market losses (after tax) recognized under GAAP, but not in Core Earnings. The following table rolls forward the cumulative impact to GAAP equity due to these after-tax mark-to-market net gains and losses related to derivative accounting.

	Three Months Ended June 30,						Six Months Ended June 30,
(Dollars in millions)	2019			2018			2019			2018
Beginning impact of derivative accounting on GAAP equity	$	(109	)	$	115		$	(34	)	$	5
Net impact of net mark-to-market gains (losses) under derivative accounting⁽¹⁾		(140	)		(7	)		(215	)		103
Ending impact of derivative accounting on GAAP equity	$	(249	)	$	108		$	(249	)	$	108

⁽¹⁾

Net impact of net mark-to-market gains (losses) under derivative accounting is composed of the following:

	Three Months Ended June 30,						Six Months Ended June 30,
(Dollars in millions)	2019			2018			2019			2018
Total pre-tax net impact of derivative accounting recognized in net income⁽²⁾	$	(23	)	$	(51	)	$	(28	)	$	(20	)
Tax and other impacts of derivative accounting adjustments		6			13			6			(7	)
Change in mark-to-market gains (losses) on derivatives, net of tax recognized in other comprehensive income		(123	)		31			(193	)		130
Net impact of net mark-to-market gains (losses) under derivative accounting	$	(140	)	$	(7	)	$	(215	)	$	103

⁽²⁾

See “Core Earnings derivative adjustments” table above.

Hedging Embedded Floor Income

Net Floor premiums received on Floor Income Contracts that have not been amortized into Core Earnings as of the respective year-ends are presented in the table below. These net premiums will be recognized in Core Earnings in future periods. As of June 30, 2019, the remaining amortization term of the net floor premiums was approximately 4 years. Historically, we have sold Floor Income Contracts on a periodic basis and depending upon market conditions and pricing, we may enter into additional Floor Income Contracts in the future. The balance of unamortized Floor Income Contracts will increase as we sell new contracts and decline due to the amortization of existing contracts.

In addition to using Floor Income Contracts, we also use pay-fixed interest rate swaps to hedge the embedded Floor Income within FFELP Loans. These interest rate swaps qualify as GAAP hedges and are accounted for as cash flow hedges of variable rate debt. For GAAP, mark-to-market gains and losses on these hedges are recorded in accumulated other comprehensive income. Hedged Floor Income from these cash flow hedges that has not been recognized into Core Earnings and GAAP as of the respective period-ends is presented in the table below. This hedged Floor Income will be recognized in Core Earnings and GAAP in future periods and is presented net of tax. As of June 30, 2019, the remaining hedged period is approximately 5 years. Historically, we have used pay-fixed interest rate swaps on a periodic basis to hedge embedded Floor Income and depending upon market conditions and pricing, we may enter into swaps in the future. The balance of unrecognized hedged Floor Income will increase as we enter into new swaps and decline as revenue is recognized.

(Dollars in millions)	June 30, 2019			June 30, 2018
Unamortized net Floor premiums (net of tax)	$	(100	)	$	(150	)
Unrecognized hedged Floor Income related to pay-fixed interest rate swaps (net of tax)		(564	)		(661	)
Total hedged Floor Income, net of tax⁽¹⁾⁽²⁾	$	(664	)	$	(811	)

⁽¹⁾

$(863) million and $(1.1) billion on a pre-tax basis as of June 30, 2019 and June 30, 2018, respectively.

⁽²⁾

Of the $664 million as of June 30, 2019, approximately $112 million, $191 million and $164 million will be recognized as part of Core Earnings net income in 2019, 2020 and 2021, respectively.

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(2) Goodwill and Acquired Intangible Assets: Our Core Earnings exclude goodwill and intangible asset impairment and the amortization of acquired intangible assets. The following table summarizes the goodwill and acquired intangible asset adjustments.

Three Months Ended June 30,

Six Months Ended June 30,

(Dollars in millions)

2019

2018

2019

2018

Core Earnings goodwill and acquired intangible

asset adjustments

(11

)

(18

)

(16

)

2. Tangible Net Asset Ratio

This ratio measures the amount of assets available to retire the Company’s unsecured debt. Management and Navient’s equity investors, credit rating agencies and debt capital investors use this ratio to monitor and make decisions about the appropriate level of unsecured funding. The tangible net asset ratio is calculated as:

(Dollars in billions)	June 30, 2019		June 30, 2018
GAAP assets	$	98.3	$	108.9
Less:
Goodwill and acquired intangible assets		.8		.8
Secured debt		83.1		90.8
Other liabilities, adjustments for the impact of derivative accounting under GAAP and unamortized net floor premiums		.9		1.2
Tangible net assets	$	13.5	$	16.1
Divided by:
Unsecured debt (par)	$	10.6	$	13.1
Tangible net asset ratio	1.27x		1.23x

3. Earnings before Interest, Taxes, Depreciation and Amortization Expense (“EBITDA”)

This metric measures the operating performance of the Business Processing segment and is used by management and equity investors to monitor operating performance and determine the value of those businesses. EBITDA for the Business Processing segment is calculated as:

	Three Months Ended June 30,						Six Months Ended June 30,
(Dollars in millions)	2019			2018			2019			2018
Pre-tax income	$	9		$	11		$	23		$	24
Plus:
Depreciation and amortization expense⁽¹⁾		2			1			2			2
EBITDA	$	11		$	12		$	25		$	26
Divided by:
Total revenue	$	65		$	65		$	134		$	137
EBITDA margin		17	%		18	%		19	%		19	%

⁽¹⁾

There is no interest expense in this segment.

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Reportable Segment Earnings Summary — Core Earnings Basis

Federal Education Loans Segment

The following table presents Core Earnings results for our Federal Education Loans segment.

	Three Months Ended June 30,				% Increase (Decrease)			Six Months Ended June 30,				% Increase (Decrease)
(Dollars in millions)	2019		2018		2019 vs. 2018			2019		2018		2019 vs. 2018
Interest income:
FFELP Loans	$	758	$	775		(2	)%	$	1,537	$	1,507		2	%
Other loans		—		1		(100	)		1		2		(50	)
Cash and investments		14		12		17			30		19		58
Total interest income		772		788		(2	)		1,568		1,528		3
Total interest expense		627		622		1			1,278		1,193		7
Net interest income		145		166		(13	)		290		335		(13	)
Less: provision for loan losses		8		40		(80	)		15		50		(70	)
Net interest income after provision for loan losses		137		126		9			275		285		(4	)
Servicing revenue		57		68		(16	)		117		134		(13	)
Asset recovery and business processing revenue		58		34		71			108		70		54
Other income		7		—		100			15		1		1,400
Total other income		122		102		20			240		205		17
Direct operating expenses		89		36		147			180		115		57
Income before income tax expense		170		192		(11	)		335		375		(11	)
Income tax expense		39		44		(11	)		77		86		(10	)
Core Earnings	$	131	$	148		(11	)%	$	258	$	289		(11	)%

Highlights

•	Core Earnings were $131 million compared to $148 million in the year-ago quarter.

•	Net interest income decreased $21 million due to the natural paydown of the portfolio and a decrease in the net interest margin.

•	Provision for loan losses decreased $32 million, primarily due to a higher temporary future charge-off estimate in the year-ago quarter as a result of an elevated use of disaster forbearance at the end of 2017 and other factors.

Charge-offs declined 59% to $7 million from the year-ago quarter.

FFELP Loans greater than 30-days delinquency rate decreased 19% from the year-ago quarter.

•	Total other income increased $20 million primarily due to a $24 million (71%) increase in asset recovery revenue as a result of higher account resolution.

•

On an adjusted basis, expenses increased $8 million primarily as a result of the increase in asset recovery revenue discussed above. Adjusted expenses exclude $5 million of costs in second-quarter 2019 in connection with transition services and the release of a $40 million reserve in second-quarter 2018 due to the resolution of a contingency.

•	The Company acquired $43 million of FFELP Loans in the quarter.

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Core Earnings key performance metrics are as follows:

	Three Months Ended June 30,						Six Months Ended June 30,
(Dollars in millions)	2019			2018			2019			2018
Segment net interest margin		.81	%		.82	%		.81	%		.82	%
FFELP Loans:
FFELP Loan spread		.87	%		.89	%		.87	%		.89	%
Provision for loan losses	$	8		$	40		$	15		$	50
Charge-offs	$	7		$	17		$	24		$	28
Charge-off rate		.05	%		.11	%		.08	%		.09	%
Greater than 30-days delinquency rate		10.5	%		13.0	%		10.5	%		13.0	%
Greater than 90-days delinquency rate		6.1	%		7.5	%		6.1	%		7.5	%
Forbearance rate		12.9	%		12.2	%		12.9	%		12.2	%
Average FFELP Loans	$	69,084		$	78,170		$	70,149		$	79,478
Ending FFELP Loans, net	$	67,956		$	76,609		$	67,956		$	76,609

(Dollars in billions)
Number of accounts serviced for ED (in millions)		5.7			6.0			5.7			6.0
Total federal loans serviced	$	289		$	294		$	289		$	294
Contingent collections receivables inventory	$	26.3		$	15.4		$	26.3		$	15.4

Segment Net Interest Margin

The following table includes the Core Earnings basis Federal Education Loans segment net interest margin along with reconciliation to the GAAP basis segment net interest margin.

	Three Months Ended June 30,						Six Months Ended June 30,
	2019			2018			2019			2018
FFELP Loan yield		4.85	%		4.42	%		4.89	%		4.26	%
Hedged Floor Income		.44			.40			.41			.40
Unhedged Floor Income		.01			.04			.02			.03
Consolidation Loan Rebate Fees		(.70	)		(.69	)		(.70	)		(.69	)
Repayment Borrower Benefits		(.11	)		(.12	)		(.11	)		(.11	)
Premium amortization		(.09	)		(.07	)		(.09	)		(.07	)
FFELP Loan net yield		4.40			3.98			4.42			3.82
FFELP Loan cost of funds		(3.53	)		(3.09	)		(3.55	)		(2.93	)
FFELP Loan spread		.87			.89			.87			.89
Other interest-earning asset spread impact		(.06	)		(.07	)		(.06	)		(.07	)
Core Earnings basis segment net interest margin⁽¹⁾		.81	%		.82	%		.81	%		.82	%

Core Earnings basis segment net interest margin⁽¹⁾		.81	%		.82	%		.81	%		.82	%
Adjustment for GAAP accounting treatment⁽²⁾		.02			(.14	)		(.02	)		(.08	)
GAAP-basis segment net interest margin⁽¹⁾		.83	%		.68	%		.79	%		.74	%

⁽¹⁾	The average balances of our FFELP Loan Core Earnings basis interest-earning assets for the respective periods are:

	Three Months Ended June 30,				Six Months Ended June 30,
(Dollars in millions)	2019		2018		2019		2018
FFELP Loans	$	69,084	$	78,170	$	70,149	$	79,478
Other interest-earning assets		2,322		2,714		2,527		2,686
Total FFELP Loan Core Earnings basis interest- earning assets	$	71,406	$	80,884	$	72,676	$	82,164

⁽²⁾

Represents the reclassification of periodic interest accruals on derivative contracts from net interest income to other income, the reversal of the amortization of premiums received on Floor Income Contracts, and other derivative accounting adjustments. For further discussion of these adjustments, see section titled “Non-GAAP Financial Measures — Core Earnings” above.

The Company acquired $43 million of FFELP Loans in the second quarter of 2019. As of June 30, 2019, our FFELP Loan portfolio totaled $67.9 billion, comprised of $22.9 billion of FFELP Stafford Loans and $45.0 billion of FFELP Consolidation Loans. The weighted-average life of these portfolios as of June 30, 2019 was 5 years and 8 years, respectively, assuming a Constant Prepayment Rate (“CPR”) of 7% and 4%, respectively.

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Floor Income

The following table analyzes on a Core Earnings basis the ability of the FFELP Loans in our portfolio to earn Floor Income after June 30, 2019 and 2018, based on interest rates as of those dates.


(Dollars in billions)	June 30, 2019			June 30, 2018
Education loans eligible to earn Floor Income	$	67.4		$	75.9
Less: post-March 31, 2006 disbursed loans required to rebate Floor Income		(30.7	)		(34.7	)
Less: economically hedged Floor Income		(21.1	)		(24.3	)
Education loans eligible to earn Floor Income after rebates and economically hedged	$	15.6		$	16.9
Education loans earning Floor Income	$	.3		$	.2

The following table presents a projection of the average balance of FFELP Consolidation Loans for which Fixed Rate Floor Income has been economically hedged with derivatives for the period July 1, 2019 to December 31, 2024.

(Dollars in billions)

July 1, 2019

December 31,

2019

2020

2021

2022

2023

2024

Average balance of FFELP Consolidation Loans

whose Floor Income is economically hedged

20.6

17.7

12.6

11.0

6.5

FFELP Provision for Loan Losses

The provision for FFELP Loan Losses was $8 million in second-quarter 2019, down $32 million from the year-ago quarter, primarily due to a higher temporary future charge-off estimate in the year-ago quarter as a result of an elevated use of disaster forbearance at the end of 2017 and other factors.

Servicing Revenue

The Company services loans for approximately 5.7 million and 6.0 million customer accounts under its ED servicing contract as of June 30, 2019 and June 30, 2018, respectively. Third-party loan servicing fees in the three months ended June 30, 2019 and 2018 included $37 million and $38 million, respectively, of servicing revenue related to the ED servicing contract.

In April 2016, ED began the solicitation process for its new servicing platform and service providers. In the latest step, ED issued in February 2018, Phase 1 of a new RFP entitled the Solicitation for the Next Generation Financial Services Environment which is intended to centralize student loan servicing on a single platform. The Company and its partners submitted a comprehensive bid in April 2018 following which the Company’s partners were among the vendors named as eligible to participate in Phase II. In October 2018, various entities protested the procurement at the GAO and the U.S. Court of Federal Claims. As part of that bid protest process, in January 2019, ED cancelled the components C, D, E and F of the RFP and simultaneously issued new solicitations. The Company is currently evaluating the new proposal and when and how to most advantageously respond. The Company cannot predict the timing and nature of the next steps for this RFP nor its impact on the current ED servicing contract. The current contract with ED expires in December 2019.

Asset Recovery and Business Processing Revenue

Asset recovery and business processing revenue increased $24 million from the year-ago quarter as a result of higher account resolution.

Navient provides asset recovery services on defaulted education loans to ED. ED collections contracts have been subject to numerous bid protests and court orders. Presently, we are operating under a contract awarded to our subsidiary, Pioneer Credit Recovery, Inc. (“Pioneer”), in April 2017. According to its original term the contract expired in April 2019. Following its expiration, ED would have the right to recall any accounts placed with Pioneer under the contract which were not in a payment plan or other satisfactory arrangement. The Company has not received any communication from ED concerning its plans after that date and cannot predict the timing or nature of ED’s next steps with respect to this contract.

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Other Income

Other income increased $7 million primarily from transition services revenue in connection with the strategic agreement we entered into with First Data in the third quarter of 2018.

Operating Expenses

Operating expenses for the Federal Education Loans segment include costs incurred to acquire FFELP Loans and perform servicing and asset recovery activities on our FFELP Loan portfolio, federal education loans held by ED and other institutions. On an adjusted basis, expenses increased $8 million primarily as a result of the increase in asset recovery revenue discussed above. Adjusted expenses exclude $5 million of costs in second-quarter 2019 in connection with transition services and the release of a $40 million reserve in second-quarter 2018 due to the resolution of a contingency.

Consumer Lending Segment

The following table presents Core Earnings results for our Consumer Lending segment.

	Three Months Ended June 30,				% Increase (Decrease)			Six Months Ended June 30,				% Increase (Decrease)
(Dollars in millions)	2019		2018		2019 vs. 2018			2019		2018		2019 vs. 2018
Interest income:
Private Education Loans	$	436	$	442		(1	)%	$	879	$	873		1	%
Other loans		1		—		—			1		—		100
Cash and investments		4		3		33			9		6		50
Interest income		441		445		(1	)		889		879		1
Interest expense		255		252		1			516		490		5
Net interest income		186		193		(4	)		373		389		(4	)
Less: provision for loan losses		60		72		(17	)		129		149		(13	)
Net interest income after provision for loan losses		126		121		4			244		240		2
Servicing revenue		3		3		—			5		6		(17	)
Other income		—		—		—			1		—		100
Gains on sales of loans		16		—		100			16		—		100
Total other income		19		3		533			22		6		267
Direct operating expenses		34		39		(13	)		72		95		(24	)
Income before income tax expense		111		85		31			194		151		28
Income tax expense		26		19		37			44		35		26
Core Earnings	$	85	$	66		29	%	$	150	$	116		29	%

Highlights

•	Originated $846 million of Private Education Refinance Loans in the quarter.

•	Core Earnings were $85 million compared to $66 million in the year-ago quarter.

•	Net interest income decreased $7 million primarily due to the natural paydown of the portfolio.

•	Provision for loan losses decreased $12 million. Private Education Loan performance results include:

Charge-offs of $87 million, up $12 million from $75 million in second-quarter 2018 as expected. Charge-offs in the year-ago quarter were unusually low due to the impact of temporary natural disaster forbearances granted at the end of 2017 and beginning of 2018.

Private Education Loan delinquencies greater than 90 days: $524 million, down $78 million from $602 million in second-quarter 2018.

Private Education Loan delinquencies greater than 30 days: $1.1 billion, down $237 million from second-quarter 2018.

Private Education Loan forbearances: $641 million, down $244 million from $885 million in second -quarter 2018.

•	Total other income increased $16 million due to the $16 million gain on the sale of $412 million of Refinance Loans in second-quarter 2018.

•	Expenses were $5 million lower primarily as a result of ongoing efficiency gains.

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Core Earnings key performance metrics are as follows:

	Three Months Ended June 30,						Six Months Ended June 30,
(Dollars in millions)	2019			2018			2019			2018
Segment net interest margin		3.22	%		3.21	%		3.22	%		3.22	%
Private Education Loans (including Refinance Loans):
Private Education Loan spread		3.45	%		3.48	%		3.45	%		3.47	%
Provision for loan losses	$	60		$	72		$	128		$	149
Charge-offs	$	87		$	75		$	181		$	153
Charge-off rate		1.6	%		1.3	%		1.7	%		1.4	%
Greater than 30-days delinquency rate		5.0	%		5.9	%		5.0	%		5.9	%
Greater than 90-days delinquency rate		2.5	%		2.7	%		2.5	%		2.7	%
Forbearance rate		2.9	%		3.8	%		2.9	%		3.8	%
Average Private Education Loans	$	22,463		$	23,320		$	22,611		$	23,536
Ending Private Education Loans, net	$	21,564		$	22,568		$	21,564		$	22,568
Private Education Refinance Loans:
Charge-offs	$	1		$	—		$	1		$	—
Greater than 90-days delinquency rate		—	%		—	%		—	%		—	%
Average Private Education Refinance Loans	$	4,252		$	1,488		$	3,950		$	1,215
Ending Private Education Refinance Loans	$	4,256		$	1,756		$	4,256		$	1,756
Private Education Refinance Loan originations	$	846		$	629		$	1,830		$	1,129

Segment Net Interest Margin

The following table shows the Core Earnings basis Consumer Lending segment net interest margin along with reconciliation to the GAAP basis segment net interest margin before provision for loan losses.

	Three Months Ended June 30,						Six Months Ended June 30,
	2019			2018			2019			2018
Private Education Loan yield		7.80	%		7.60	%		7.84	%		7.48	%
Private Education Loan cost of funds		(4.35	)		(4.12	)		(4.39	)		(4.01	)
Private Education Loan spread		3.45			3.48			3.45			3.47
Other interest-earning asset spread impact		(.23	)		(.27	)		(.23	)		(.25	)
Core Earnings basis segment net interest margin⁽¹⁾		3.22	%		3.21	%		3.22	%		3.22	%

Core Earnings basis segment net interest margin⁽¹⁾		3.22	%		3.21	%		3.22	%		3.22	%
Adjustment for GAAP accounting treatment⁽²⁾		.09			.06			.08			.07
GAAP basis segment net interest margin⁽¹⁾		3.31	%		3.27	%		3.30	%		3.29	%

⁽¹⁾	The average balances of our Private Education Loan Core Earnings basis interest-earning assets for the respective periods are:

	Three Months Ended June 30,				Six Months Ended June 30,
(Dollars in millions)	2019		2018		2019		2018
Private Education Loans	$	22,463	$	23,320	$	22,611	$	23,536
Other interest-earning assets		756		880		776		830
Total Private Education Loan Core Earnings basis interest-earning assets	$	23,219	$	24,200	$	23,387	$	24,366

⁽²⁾	Represents the reclassification of periodic interest accruals on derivative contracts from net interest income to other income and other derivative accounting adjustments. For further discussion of these adjustments, see section titled “Non-GAAP Financial Measures — Core Earnings” above.

As of June 30, 2019, our Private Education Loan portfolio totaled $21.6 billion. The weighted-average life of this portfolio as of June 30, 2019 was 5 years assuming a CPR of 8%.

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Private Education Loan Provision for Loan Losses

Allowance for Private Education Loan Losses

Our allowance for Private Education Loan losses does not include Purchased Credit Impaired (“PCI”) loans as those loans are separately reserved for, as needed. No allowance for loan losses has been established for these loans as of June 30, 2019. Related to the $2.8 billion of Purchased Non-Credit Impaired Loans acquired in 2017 at a discount, there is no allowance for loan losses established as of June 30, 2019, as the remaining purchased discount associated with the Private Education Loans of $298 million as of June 30, 2019 remains greater than the incurred losses. However, in accordance with our policy, there was $4 million and $3 million of both charge-offs and provision recorded for Purchased Non-Credit Impaired Loans in the three months ended June 30, 2019 and 2018, respectively, and $7 million and $9 million in the six months ended June 30, 2019 and 2018, respectively.

	Three Months Ended June 30,						Six Months Ended June 30,
(Dollars in millions)	2019			2018			2019			2018
Allowance at beginning of period	$	1,178		$	1,298		$	1,201		$	1,297
Provision for Private Education Loan losses:
Purchased Non-Credit Impaired Loans, acquired at a discount		4			3			7			9
Remaining loans		56			69			121			140
Total provision		60			72			128			149
Total charge-offs⁽¹⁾		(87	)		(75	)		(181	)		(153	)
Reclassification of interest reserve⁽²⁾		1			2			4			4
Loan sales		(1	)		—			(1	)		—
Allowance at end of period	$	1,151		$	1,297		$	1,151		$	1,297
Charge-offs as a percentage of average loans in repayment (annualized)		1.6	%		1.3	%		1.7	%		1.4	%
Allowance coverage of charge-offs (annualized)		3.3			4.3			3.2			4.2
Allowance as a percentage of ending total loans		4.9	%		5.2	%		4.9	%		5.2	%
Allowance as a percentage of ending loans in repayment		5.4	%		5.8	%		5.4	%		5.8	%
Ending total loans⁽³⁾	$	23,406		$	24,712		$	23,406		$	24,712
Average loans in repayment	$	21,854		$	22,289		$	21,957		$	22,474
Ending loans in repayment	$	21,439		$	22,174		$	21,439		$	22,174

⁽¹⁾

Charge-offs are reported net of expected recoveries. The expected recovery amount is transferred to the receivable for partially charged-off loan balance. Charge-offs include charge-offs against the receivable for partially charged-off loans which represents the difference between what was expected to be collected and any shortfalls in what was actually collected in the period. See “Receivable for Partially Charged-Off Private Education Loans” for further discussion.

⁽²⁾	Represents the additional allowance related to the amount of uncollectible interest reserved within interest income that is transferred in the period to the allowance for loan losses when interest is capitalized to a loan’s principal balance.

⁽³⁾	Ending total loans represents gross Private Education Loans, plus the receivable for partially charged-off loans.

In establishing the allowance for Private Education Loan losses as of June 30, 2019, we considered several factors with respect to our Private Education Loan portfolio. Charge-offs increased $12 million, as expected, as charge-offs in the year-ago quarter were unusually low due to the impact of temporary natural disaster forbearances granted at the end of 2017 and beginning of 2018. Loan delinquencies greater than 90 days decreased by $78 million and forbearances decreased by $244 million compared with the year-ago quarter, all as expected. Outstanding Private Education Loans decreased $1.0 billion from the year-ago quarter. These factors along with the continued improvement in the portfolio’s performance resulted in the $12 million decrease in provision.

Gains on Sales of Loans

Gains on sales of loans increased $16 million due to the $16 million gain on sale of $412 million of Private Education Refinance Loans in second-quarter 2019.

Operating Expenses

Operating expenses for our Consumer Lending segment include costs incurred to originate, acquire, service and collect on our consumer loan portfolio. Operating expenses were $34 million and $39 million for the quarters ended June 30, 2019 and 2018, respectively. Expenses were $5 million lower primarily as a result of ongoing efficiency gains.

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Business Processing Segment

The following table presents Core Earnings results for our Business Processing segment.

	Three Months Ended June 30,				% Increase (Decrease)			Six Months Ended June 30,				% Increase (Decrease)
(Dollars in millions)	2019		2018		2019 vs. 2018			2019		2018		2019 vs. 2018
Business processing revenue	$	65	$	65		—	%	$	134	$	137		(2	)%
Direct operating expenses		56		54		4			111		113		(2	)
Income before income tax expense		9		11		(18	)		23		24		(4	)
Income tax expense		2		3		(33	)		6		6		—
Core Earnings	$	7	$	8		(13	)%	$	17	$	18		(6	)%

Highlights

•	Core Earnings were $7 million compared to $8 million in the year-ago quarter.

•	Contingent collections receivables inventory increased 29% to $15.0 billion from the year-ago quarter as a result of new placements.

Key segment metrics are as follows:

	Three Months Ended June 30,						Six Months Ended June 30,
(Dollars in billions)	2019			2018			2019			2018
Revenue from government services	$	40		$	41		$	82		$	93
Revenue from healthcare services		25			24			52			44
Total fee revenue	$	65		$	65		$	134		$	137
EBITDA⁽¹⁾	$	11		$	12		$	25		$	26
EBITDA Margin⁽¹⁾		17	%		18	%		19	%		19	%
Contingent collections receivables inventory (in billions)	$	15.0		$	11.6		$	15.0		$	11.6

⁽¹⁾

See “Non-GAAP Financial Measures – Earnings before Interest, Taxes, Depreciation and Amortization Expense

(‘EBITDA’)” for an explanation and reconciliation of these metrics.

Other Segment

The following table presents Core Earnings results of our Other segment.

	Three Months Ended June 30,						% Increase (Decrease)			Six Months Ended June 30,						% Increase (Decrease)
(Dollars in millions)	2019			2018			2019 vs. 2018			2019			2018			2019 vs. 2018
Net interest loss after provision for loan losses	$	(35	)	$	(40	)		(13	)%	$	(67	)	$	(75	)		(11	)%
Other income		4			3			33			9			5			80
Gains (losses) on debt repurchases		32			(7	)		(557	)		47			(8	)		(688	)
Total other income		36			(4	)		(1,000	)		56			(3	)		(1,967	)
Unallocated shared services expenses:
Unallocated information technology costs		19			28			(32	)		38			58			(34	)
Unallocated corporate costs		43			44			(2	)		96			95			1
Total unallocated shared services expenses		62			72			(14	)		134			153			(12	)
Restructuring/other reorganization expenses		1			2			(50	)		2			9			(78	)
Total expenses		63			74			(15	)		136			162			(16	)
Loss before income tax benefit		(62	)		(118	)		(47	)		(147	)		(240	)		(39	)
Income tax benefit		(14	)		(27	)		(48	)		(34	)		(55	)		(38	)
Core Earnings (loss)	$	(48	)	$	(91	)		(47	)%	$	(113	)	$	(185	)		(39	)%

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Net Interest Loss after Provision for Loan Losses

Net interest loss after provision for loan losses is due to the negative carrying cost of our corporate liquidity portfolio.

Gains (Losses) on Debt Repurchases

We repurchased $138 million of unsecured debt at a gain of $32 million in the second quarter of 2019 compared to $1.3 billion repurchased at a $7 million loss in the year-ago quarter.

Unallocated Shared Services Expenses

Unallocated shared services expenses are comprised of costs primarily related to certain executive management, the board of directors, accounting, finance, legal, human resources, compliance and risk management, regulatory-related costs, stock-based compensation expense, and information technology costs related to infrastructure and operations. Regulatory-related costs include actual settlement amounts as well as third-party professional fees we incur in connection with such regulatory matters. On an adjusted basis, expenses were $9 million lower primarily as a result of ongoing efficiency gains. Adjusted expenses exclude $1 million and $8 million of regulatory-related costs in the second quarters of 2019 and 2018, respectively, and $6 million of costs associated with proxy contest matters in second-quarter 2019. Second-quarter 2019 regulatory costs are net of a $10 million insurance policy reimbursement for costs related to such matters.

Restructuring/Other Reorganization Expenses

During the second quarters of 2019 and 2018, the Company incurred $1 million and $2 million, respectively, of restructuring/other reorganization expense in connection with an effort to reduce costs and improve operating efficiency. The charges were due primarily to severance-related costs.

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Financial Condition

This section provides additional information regarding the changes in our loan portfolio assets and related liabilities as well as credit quality and performance indicators related to our loan portfolio.

Average Balance Sheets — GAAP

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

	Three Months Ended June 30,										Six Months Ended June 30,
	2019					2018					2019					2018
(Dollars in millions)	Balance		Rate			Balance		Rate			Balance		Rate			Balance		Rate
Average Assets
FFELP Loans	$	69,084		4.31	%	$	78,170		3.90	%	$	70,149		4.33	%	$	79,478		3.76	%
Private Education Loans		22,463		7.80			23,320		7.60			22,611		7.84			23,536		7.48
Other loans		27		9.71			73		7.35			50		9.02			72		7.22
Cash and investments		4,464		2.24			5,668		1.67			4,585		2.27			5,473		1.50
Total interest-earning assets		96,038		5.03	%		107,231		4.59	%		97,395		5.05	%		108,559		4.46	%
Non-interest-earning assets		3,415					3,593					3,443					3,509
Total assets	$	99,453				$	110,824				$	100,838				$	112,068
Average Liabilities and Equity
Short-term borrowings	$	7,262		4.86	%	$	4,554		4.20	%	$	6,543		4.52	%	$	4,921		4.19	%
Long-term borrowings		87,301		3.78			100,835		3.51			89,331		3.87			101,889		3.31
Total interest-bearing liabilities		94,563		3.86	%		105,389		3.54	%		95,874		3.91	%		106,810		3.35	%
Non-interest-bearing liabilities		1,499					1,727					1,511					1,603
Equity		3,391					3,708					3,453					3,655
Total liabilities and equity	$	99,453				$	110,824				$	100,838				$	112,068
Net interest margin				1.23	%				1.11	%				1.20	%				1.16	%

Rate/Volume Analysis — GAAP

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

	Increase			Change Due To
(Dollars in millions)	(Decrease)			Rate		Volume
Three Months Ended June 30, 2019 vs. 2018
Interest income	$	(23	)	$	111	$	(134	)
Interest expense		(18	)		82		(100	)
Net interest income	$	(5	)	$	29	$	(34	)
Six Months Ended June 30, 2019 vs. 2018
Interest income	$	43		$	301	$	(258	)
Interest expense		87			280		(193	)
Net interest income	$	(44	)	$	21	$	(65	)

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Summary of our Education Loan Portfolio

Ending Education Loan Balances, net — GAAP and Core Earnings Basis

	June 30, 2019
(Dollars in millions)	FFELP Stafford and Other			FFELP Consolidation Loans			Total FFELP Loans			Private Education Loans			Total Portfolio
Total education loan portfolio:
In-school⁽¹⁾	$	50		$	—		$	50		$	22		$	72
Grace, repayment and other⁽²⁾		22,534			44,870			67,404			22,744			90,148
Total, gross		22,584			44,870			67,454			22,766			90,220
Unamortized premium/(discount)		356			213			569			(691	)		(122	)
Receivable for partially charged-off loans		—			—			—			640			640
Allowance for loan losses		(38	)		(29	)		(67	)		(1,151	)		(1,218	)
Total education loan portfolio	$	22,902		$	45,054		$	67,956		$	21,564		$	89,520
% of total FFELP		34	%		66	%		100	%
% of total		26	%		50	%		76	%		24	%		100	%

	December 31, 2018
(Dollars in millions)	FFELP Stafford and Other			FFELP Consolidation Loans			Total FFELP Loans			Private Education Loans			Total Portfolio
Total education loan portfolio:
In-school⁽¹⁾	$	59		$	—		$	59		$	31		$	90
Grace, repayment and other⁽²⁾		24,249			47,422			71,671			23,500			95,171
Total, gross		24,308			47,422			71,730			23,531			95,261
Unamortized premium/(discount)		377			222			599			(759	)		(160	)
Receivable for partially charged-off loans		—			—			—			674			674
Allowance for loan losses		(44	)		(32	)		(76	)		(1,201	)		(1,277	)
Total education loan portfolio	$	24,641		$	47,612		$	72,253		$	22,245		$	94,498
% of total FFELP		34	%		66	%		100	%
% of total		26	%		50	%		76	%		24	%		100	%

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

⁽²⁾	Includes loans in deferment or forbearance.

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Average Education Loan Balances (net of unamortized premium/discount) — GAAP and Core Earnings Basis

	Three Months Ended June 30, 2019
(Dollars in millions)	FFELP Stafford and Other			FFELP Consolidation Loans			Total FFELP Loans			Private Education Loans			Total Portfolio
Total	$	23,472		$	45,612		$	69,084		$	22,463		$	91,547
% of FFELP		34	%		66	%		100	%
% of total		25	%		50	%		75	%		25	%		100	%

	Three Months Ended June 30, 2018
(Dollars in millions)	FFELP Stafford and Other			FFELP Consolidation Loans			Total FFELP Loans			Private Education Loans			Total Portfolio
Total	$	27,068		$	51,102		$	78,170		$	23,320		$	101,490
% of FFELP		35	%		65	%		100	%
% of total		27	%		50	%		77	%		23	%		100	%

	Six Months Ended June 30, 2019
(Dollars in millions)	FFELP Stafford and Other			FFELP Consolidation Loans			Total FFELP Loans			Private Education Loans			Total Portfolio
Total	$	23,895		$	46,254		$	70,149		$	22,611		$	92,760
% of FFELP		34	%		66	%		100	%
% of total		26	%		50	%		76	%		24	%		100	%

	Six Months Ended June 30, 2018
(Dollars in millions)	FFELP Stafford and Other			FFELP Consolidation Loans			Total FFELP Loans			Private Education Loans			Total Portfolio
Total	$	27,613		$	51,865		$	79,478		$	23,536		$	103,014
% of FFELP		35	%		65	%		100	%
% of total		27	%		50	%		77	%		23	%		100	%

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Education Loan Activity — GAAP and Core Earnings Basis

	Three Months Ended June 30, 2019
(Dollars in millions)	FFELP Stafford and Other			FFELP Consolidation Loans			Total FFELP Loans			Total Private Education Loans			Total Portfolio
Beginning balance	$	23,655		$	46,253		$	69,908		$	22,141		$	92,049
Acquisitions (originations and purchases)		15			27			42			854			896
Capitalized interest and premium/discount amortization		185			199			384			88			472
Consolidations to third parties		(399	)		(433	)		(832	)		(139	)		(971	)
Repayments and other		(554	)		(992	)		(1,546	)		(1,380	)		(2,926	)
Ending balance	$	22,902		$	45,054		$	67,956		$	21,564		$	89,520

	Three Months Ended June 30, 2018
(Dollars in millions)	FFELP Stafford and Other			FFELP Consolidation Loans			Total FFELP Loans			Total Private Education Loans			Total Portfolio
Beginning balance	$	27,452		$	51,951		$	79,403		$	22,923		$	102,326
Acquisitions (originations and purchases)		25			32			57			678			735
Capitalized interest and premium/discount amortization		200			208			408			97			505
Consolidations to third parties		(547	)		(567	)		(1,114	)		(221	)		(1,335	)
Repayments and other		(836	)		(1,309	)		(2,145	)		(909	)		(3,054	)
Ending balance	$	26,294		$	50,315		$	76,609		$	22,568		$	99,177

	Six Months Ended June 30, 2019
(Dollars in millions)	FFELP Stafford and Other			FFELP Consolidation Loans			Total FFELP Loans			Total Private Education Loans			Total Portfolio
Beginning balance	$	24,641		$	47,612		$	72,253		$	22,245		$	94,498
Acquisitions		53			71			124			1,846			1,970
Capitalized interest and premium/discount amortization		379			392			771			178			949
Consolidations to third parties		(812	)		(866	)		(1,678	)		(301	)		(1,979	)
Repayments and other		(1,359	)		(2,155	)		(3,514	)		(2,404	)		(5,918	)
Ending balance	$	22,902		$	45,054		$	67,956		$	21,564		$	89,520

	Six Months Ended June 30, 2018
(Dollars in millions)	FFELP Stafford and Other			FFELP Consolidation Loans			Total FFELP Loans			Total Private Education Loans			Total Portfolio
Beginning balance	$	28,409		$	53,294		$	81,703		$	23,419		$	105,122
Acquisitions		182			155			337			1,219			1,556
Capitalized interest and premium/discount amortization		427			434			861			192			1,053
Consolidations to third parties		(1,089	)		(1,108	)		(2,197	)		(441	)		(2,638	)
Repayments and other		(1,635	)		(2,460	)		(4,095	)		(1,821	)		(5,916	)
Ending balance	$	26,294		$	50,315		$	76,609		$	22,568		$	99,177

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Education Loan Allowance for Loan Losses Activity — GAAP and Core Earnings Basis

	Three Months Ended June 30,
	2019									2018
(Dollars in millions)	FFELP Loans			Private Education Loans			Total Portfolio			FFELP Loans			Private Education Loans			Total Portfolio
Beginning balance	$	67		$	1,178		$	1,245		$	59		$	1,298		$	1,357
Less:
Charge-offs⁽¹⁾		(7	)		(87	)		(94	)		(17	)		(75	)		(92	)
Loan sales		—			(1	)		(1	)		—			—			—

Plus:
Provision for loan losses		8			60			68			40			72			112
Reclassification of interest reserve⁽²⁾		—			1			1			0			2			2
Ending balance	$	67		$	1,151		$	1,218		$	82		$	1,297		$	1,379
Percent of total		6	%		94	%		100	%		6	%		94	%		100	%
Troubled debt restructuring⁽³⁾	$	—		$	9,980		$	9,980		$ —			$	10,655		$	10,655

	Six Months Ended June 30,
	2019									2018
(Dollars in millions)	FFELP Loans			Private Education Loans			Total Portfolio			FFELP Loans			Private Education Loans			Total Portfolio
Beginning balance	$	76		$	1,201		$	1,277		$	60		$	1,297		$	1,357
Less:
Charge-offs⁽¹⁾		(24	)		(181	)		(205	)		(28	)		(153	)		(181	)
Loan sales		—			(1	)		(1	)		—			—			—

Plus:
Provision for loan losses		15			128			143			50			149			199
Reclassification of interest reserve⁽²⁾		—			4			4			—			4			4
Ending balance	$	67		$	1,151		$	1,218		$	82		$	1,297		$	1,379
Percent of total		6	%		94	%		100	%		6	%		94	%		100	%
Troubled debt restructuring⁽³⁾	$ —			$	9,980		$	9,980		$	—		$	10,655		$	10,655

⁽¹⁾

Charge-offs are reported net of expected recoveries. For Private Education Loans, the expected recovery amount is transferred to the receivable for partially charged-off loan balance. Charge-offs include charge-offs against the receivable for partially charged-off loans which represents the difference between what was expected to be collected and any shortfalls in what was actually collected in the period. See “Receivable for Partially Charged-Off Private Education Loans” for further discussion.

⁽²⁾	Represents the additional allowance related to the amount of uncollectible interest reserved within interest income that is transferred in the period to the allowance for loan losses when interest is capitalized to a loan’s principal balance.

⁽³⁾	Represents the recorded investment of loans classified as troubled debt restructuring.

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FFELP Loan Portfolio Performance

FFELP Loan Delinquencies and Forbearance — GAAP and Core Earnings Basis

	FFELP Loan Delinquencies
	June 30,
	2019						2018
(Dollars in millions)	Balance			%			Balance			%
Loans in-school/grace/deferment⁽¹⁾	$	3,530					$	4,372
Loans in forbearance⁽²⁾		8,240						8,728
Loans in repayment and percentage of each status:
Loans current		49,855			89.5	%		54,780			87.0	%
Loans delinquent 31-60 days⁽³⁾		1,540			2.8			2,344			3.7
Loans delinquent 61-90 days⁽³⁾		870			1.6			1,110			1.8
Loans delinquent greater than 90 days⁽³⁾		3,419			6.1			4,718			7.5
Total FFELP Loans in repayment		55,684			100	%		62,952			100	%
Total FFELP Loans, gross		67,454						76,052
FFELP Loan unamortized premium		569						639
Total FFELP Loans		68,023						76,691
FFELP Loan allowance for losses		(67	)					(82	)
FFELP Loans, net	$	67,956					$	76,609
Percentage of FFELP Loans in repayment					82.6	%					82.8	%
Delinquencies as a percentage of FFELP Loans in repayment					10.5	%					13.0	%
FFELP Loans in forbearance as a percentage of loans in repayment and forbearance					12.9	%					12.2	%

⁽¹⁾

⁽²⁾	Loans for customers who have used their allowable deferment time or do not qualify for deferment, that need additional time to obtain employment or who have temporarily ceased making payments due to hardship or other factors such as disaster relief.

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

Allowance for FFELP Loan Losses — GAAP and Core Earnings Basis

	Three Months Ended June 30,						Six Months Ended June 30,
(Dollars in millions)	2019			2018			2019			2018
Allowance at beginning of period	$	67		$	59		$	76		$	60
Provision for FFELP Loan losses		8			40			15			50
Charge-offs		(7	)		(17	)		(24	)		(28	)
Allowance at end of period	$	67		$	82		$	67		$	82
Charge-offs as a percentage of average loans in repayment		.05	%		.11	%		.08	%		.09	%
Allowance coverage of charge-offs		2.2			1.2			1.4			1.5
Allowance as a percentage of ending total loans, gross		.10	%		.11	%		.10	%		.11	%
Allowance as a percentage of ending loans in repayment		.12	%		.13	%		.12	%		.13	%
Ending total loans, gross	$	67,454		$	76,052		$	67,454		$	76,052
Average loans in repayment	$	56,657		$	64,238		$	57,435		$	64,940
Ending loans in repayment	$	55,684		$	62,952		$	55,684		$	62,952

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Private Education Loan Portfolio Performance

Private Education Loan Delinquencies and Forbearance — GAAP and Core Earnings Basis

	Private Education Loan Delinquencies
	June 30,
	2019						2018
(Dollars in millions)	Balance			%			Balance			%
Loans in-school/grace/deferment⁽¹⁾	$	686					$	929
Loans in forbearance⁽²⁾		641						885
Loans in repayment and percentage of each status:
Loans current		20,369			95.0	%		20,867			94.1	%
Loans delinquent 31-60 days⁽³⁾		327			1.5			453			2.1
Loans delinquent 61-90 days⁽³⁾		219			1.0			252			1.1
Loans delinquent greater than 90 days⁽³⁾		524			2.5			602			2.7
Total Private Education Loans in repayment		21,439			100	%		22,174			100	%
Total Private Education Loans, gross		22,766						23,988
Private Education Loan unamortized discount		(691	)					(847	)
Total Private Education Loans		22,075						23,141
Private Education Loan receivable for partially charged-off loans		640						724
Private Education Loan allowance for losses		(1,151	)					(1,297	)
Private Education Loans, net	$	21,564					$	22,568
Percentage of Private Education Loans in repayment					94.2	%					92.4	%
Delinquencies as a percentage of Private Education Loans in repayment					5.0	%					5.9	%
Loans in forbearance as a percentage of loans in repayment and forbearance					2.9	%					3.8	%
Percentage of Private Education Loans with a cosigner⁽⁴⁾					53	%					60	%

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

⁽²⁾	Loans for customers who have requested extension of grace period generally during employment transition or who have temporarily ceased making full payments due to hardship or other factors such as disaster relief, 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.

⁽⁴⁾	Excluding Private Education Refinance Loans, which do not have a cosigner, the cosigner rate was 65% for both the three months ended June 30, 2019 and 2018.

Allowance for Private Education Loan Losses — GAAP and Core Earnings Basis

See “Business Segment Earnings Summary — Core Earnings Basis — Consumer Lending Segment — Private Education Loan Provision for Loan Losses” for discussion.

Receivable for Partially Charged-Off Private Education Loans

At the end of each month, for loans that are 212 or more days past due, we charge off the estimated loss of a defaulted loan balance. Actual recoveries are applied against the remaining loan balance that was not charged off. We refer to this remaining loan balance as the “receivable for partially charged-off loans.” If actual periodic recoveries are less than expected, the difference is immediately charged off through the allowance for Private Education Loan losses with an offsetting reduction in the receivable for partially charged-off Private Education Loans. If actual periodic recoveries are greater than expected, they will be reflected as a recovery through the allowance for Private Education Loan losses once the cumulative recovery amount exceeds the cumulative amount originally expected to be recovered.

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The following table summarizes the activity in the receivable for partially charged-off Private Education Loans.

	Three Months Ended June 30,						Six Months Ended June 30,
(Dollars in millions)	2019			2018			2019			2018
Receivable at beginning of period	$	657		$	741		$	674		$	760
Expected future recoveries of current period defaults⁽¹⁾		18			19			38			38
Recoveries⁽²⁾		(33	)		(36	)		(67	)		(74	)
Charge-offs⁽³⁾		(2	)		—			(5	)		—
Receivable at end of period	$	640		$	724		$	640		$	724

⁽¹⁾	Represents our estimate of the amount to be collected in the future.

⁽²⁾	Current period cash collections.

⁽³⁾	Represents the current period recovery shortfall — the difference between what was expected to be collected and what was actually collected. These amounts are included in total charge-offs as reported in the “Allowance for Private Education Loan Losses” table.

Liquidity and Capital Resources

Funding and Liquidity Risk Management

The following “Liquidity and Capital Resources” discussion concentrates on our Federal Education Loans and Consumer Lending segments. Our Business Processing and Other segments require minimal capital and funding.

We define liquidity as cash and high-quality liquid assets that we can use to meet our cash requirements. Our two primary liquidity needs are: (1) servicing our debt and (2) our ongoing ability to meet our cash needs for running the operations of our businesses (including derivative collateral requirements) throughout market cycles, including during periods of financial stress. Secondary liquidity needs, which can be adjusted as needed, include the origination of Private Education Loans, acquisitions of Private Education Loan and FFELP Loan portfolios, acquisitions of companies, the payment of common stock dividends and the repurchase of common stock under common share repurchase programs. To achieve these objectives, we analyze and monitor our liquidity needs, maintain excess liquidity and access diverse funding sources including the issuance of unsecured debt and the issuance of secured debt primarily through asset-backed securitizations and/or other financing facilities.

We define our liquidity risk as the potential inability to meet our obligations when they become due without incurring unacceptable losses or to invest in future asset growth and business operations at reasonable market rates. Our primary liquidity risk relates to our ability to service our debt, meet our other business obligations and to continue to grow our business. The ability to access the capital markets is impacted by general market and economic conditions, our credit ratings, as well as the overall availability of funding sources in the marketplace. In addition, credit ratings may be important to customers or counterparties when we compete in certain markets and when we seek to engage in certain transactions, including over-the-counter derivatives.

Credit ratings and outlooks are opinions subject to ongoing review by the ratings agencies and may change, from time to time, based on our financial performance, industry and market dynamics and other factors. Other factors that influence our credit ratings include the ratings agencies’ assessment of the general operating environment, our relative positions in the markets in which we compete, reputation, liquidity position, the level and volatility of earnings, corporate governance and risk management policies, capital position and capital management practices. A negative change in our credit rating could have a negative effect on our liquidity because it might raise the cost and availability of funding and potentially require additional cash collateral or restrict cash currently held as collateral on existing borrowings or derivative collateral arrangements. It is our objective to improve our credit ratings so that we can continue to efficiently access the capital markets even in difficult economic and market conditions. We have unsecured debt that totaled $10.5 billion at June 30, 2019. Three credit rating agencies currently rate our long-term unsecured debt at below investment grade.

We expect to fund our ongoing liquidity needs, including the repayment of $1.5 billion of senior unsecured notes that mature in the next twelve months, primarily through our current cash, investments and unencumbered FFELP Loan portfolio, the predictable operating cash flows provided by operating activities ($522 million in the six months ended June 30, 2019), the repayment of principal on unencumbered education loan assets, and the distribution of overcollateralization from our securitization trusts. We may also, depending on market conditions and availability, draw down on our secured FFELP Loan and Private Education Loan facilities, issue term ABS, enter into additional Private Education Loan ABS repurchase facilities, or issue additional unsecured debt.

We originate Private Education Loans. We also have purchased and may purchase, in future periods, Private Education Loan and FFELP Loan portfolios from third parties. Those originations and purchases are a part of our ongoing liquidity needs. We repurchased 9.6 million common shares for $126 million in the second quarter of 2019 and have $207 million of remaining share repurchase authority as of June 30, 2019.

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Sources of Liquidity and Available Capacity

Ending Balances

(Dollars in millions)	June 30, 2019		December 31, 2018
Sources of primary liquidity:
Total unrestricted cash and liquid investments	$	1,746	$	1,286
Unencumbered FFELP Loans		256		332
Total GAAP and Core Earnings basis	$	2,002	$	1,618

Average Balances

	Three Months Ended June 30,				Six Months Ended June 30,
(Dollars in millions)	2019		2018		2019		2018
Sources of primary liquidity:
Total unrestricted cash and liquid investments	$	1,171	$	1,722	$	1,083	$	1,609
Unencumbered FFELP Loans		490		618		563		759
Total GAAP and Core Earnings basis	$	1,661	$	2,340	$	1,646	$	2,368

Liquidity may also be available under secured credit facilities to the extent we have eligible collateral and capacity available. Maximum borrowing capacity under the FFELP Loan-other facilities will vary and be subject to each agreement’s borrowing conditions, including, among others, facility size, current usage and availability of qualifying collateral from unencumbered FFELP Loans. As of June 30, 2019 and 2018, the maximum additional capacity under these facilities was $1.1 billion and $1.8 billion, respectively. For the three months ended June 30, 2019 and 2018, the average maximum additional capacity under these facilities was $1.3 billion and $1.6 billion, respectively. For the six months ended June 30, 2019 and 2018, the average maximum additional capacity under these facilities was $1.2 billion and $1.9 billion, respectively. As of June 30, 2019, the maturity dates of the FFELP Loan-other facilities ranged from November 2019 to April 2021.

Liquidity may also be available from our Private Education Loan asset-backed commercial paper (“ABCP”) facilities. Maximum borrowing capacity under the Private Education Loan-other facilities will vary and be subject to each agreement’s borrowing conditions, including, among others, facility size, current usage and availability of qualifying collateral from unencumbered Private Education Loans. As of June 30, 2019 and 2018, the maximum additional capacity under these facilities was $1.3 billion and $830 million, respectively. For the three months ended June 30, 2019 and 2018, the average maximum additional capacity under these facilities was $1.4 billion and $719 million, respectively. For the six months ended June 30, 2019 and 2018, the average maximum additional capacity under these facilities was $1.2 billion and $804 million, respectively. As of June 30, 2019, the maturity dates of these facilities ranged from October 2019 to December 2021.

At June 30, 2019, we had a total of $5.9 billion of unencumbered tangible assets inclusive of those listed in the table above as sources of primary liquidity. Total unencumbered education loans comprised $2.8 billion of our unencumbered tangible assets of which $2.5 billion and $256 million related to Private Education Loans and FFELP Loans, respectively. In addition, as of June 30, 2019, we had $8.1 billion of encumbered net assets (i.e., overcollateralization) in our various financing facilities (consolidated variable interest entities). Since the fourth quarter of 2015, we have closed on $4.1 billion of Private Education Loan ABS Repurchase Facilities. These repurchase facilities are collateralized by Residual Interests in previously issued Private Education Loan ABS trusts. These are examples of how we can effectively finance previously encumbered assets to generate additional liquidity in addition to the unencumbered assets we traditionally have encumbered in the past. Additionally, these repurchase facilities had a cost of funds lower than that of a new unsecured debt issuance.

For further discussion of our various sources of liquidity, our access to the ABS market, our asset-backed financing facilities, and our issuance of unsecured debt, see “Note 6—Borrowings” in our Annual Report on Form 10-K for the year ended December 31, 2018.

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The following table reconciles encumbered and unencumbered assets and their net impact on GAAP total tangible equity.

(Dollars in billions)	June 30, 2019			December 31, 2018
Net assets of consolidated variable interest entities (encumbered assets) — FFELP Loans	$	4.4			4.6
Net assets of consolidated variable interest entities (encumbered assets) — Private Education Loans		3.7			4.8
Tangible unencumbered assets⁽¹⁾		5.9			5.7
Senior unsecured debt		(10.5	)		(11.5	)
Mark-to-market on unsecured hedged debt⁽²⁾		(.4	)		(.1	)
Other liabilities, net		(.6	)		(.7	)
Total tangible equity — GAAP Basis⁽¹⁾	$	2.5		$	2.8

⁽¹⁾

At June 30, 2019 and December 31, 2018, excludes goodwill and acquired intangible assets, net, of $769 million and $786 million, respectively.

⁽²⁾

At June 30, 2019 and December 31, 2018, there were $341 million and $51 million, respectively, of net gains (losses) on derivatives hedging this debt in unencumbered assets, which partially offset these gains (losses).

Second-quarter 2019 Financing Transactions

During the second-quarter 2019, Navient issued $747 million in FFELP Loan ABS and $1.2 billion in Private Education Loan ABS.

Shareholder Distributions

During the second-quarter 2019, we paid $37 million in common stock dividends ($0.16 per share).

We repurchased 9.6 million common shares for $126 million in the second quarter of 2019. There is $207 million of remaining share repurchase authority outstanding at June 30, 2019. Since the Spin-Off in April 2014, we have repurchased 204 million shares for $3.0 billion.

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. Risks associated with our lending portfolio are discussed in the section titled “Financial Condition — FFELP Loan Portfolio Performance” and “— Private Education Loan Portfolio Performance.”

Our investment portfolio is comprised of very short-term securities issued by a diversified group of highly rated issuers, limiting our counterparty exposure. Additionally, our investing activity is governed by board of director 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 Master Agreements, Schedules, and Credit Support Annexes (“CSAs”) developed by the International Swaps and Derivatives Association, Inc. (“ISDA documentation”). In particular, Navient’s CSAs require a counterparty to post collateral if a potential default would expose the other party to a loss. All corporate derivative contracts entered into by Navient that are not cleared through a derivatives clearing organization are covered under such agreements and require collateral to be exchanged based on the net fair value of derivatives with each counterparty. Corporate derivative contracts entered into by Navient that are cleared through a derivatives clearing organization are settled daily by participants on a multilateral, net basis, which mitigates counterparty credit exposure. Our securitization trusts with swaps have ISDA documentation with protections against counterparty risk. The collateral calculations contemplated in the ISDA documentation of our securitization trusts require collateral based on the fair value of the derivative which may be adjusted for additional collateral based on rating agency criteria requirements considered within the collateral agreement. The trusts are not required to post collateral to the counterparties. In all cases, our exposure is limited to the value of the derivative contracts in a gain position net of any collateral we are holding. We consider counterparties’ credit risk when determining the fair value of derivative positions on our exposure net of collateral.

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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 rate and foreign exchange rates, may require us to return cash collateral held or may require us to post collateral to counterparties. See “Note 7 — Derivative Financial Instruments” in our 2018 Form 10-K for more information on the amount of cash that has been received and delivered to derivative counterparties. Effective June 30, 2018, our counterparty exposure reflects rule changes adopted by clearing organizations that require entities to treat daily variation margin payments as legal settlements of the outstanding exposure of the derivative, rather than recording these positions on a gross basis with a related collateral receivable or payable.

The table below highlights exposure related to our derivative counterparties at June 30, 2019.

(Dollars in millions)	Corporate Contracts			Securitization Trust Contracts
Exposure, net of collateral	$	15		$	3
Percent of exposure to counterparties with credit ratings below S&P AA- or Moody’s Aa3		100	%		—
Percent of exposure to counterparties with credit ratings below S&P A- or Moody’s A3		88	%		—	%

Core Earnings Basis Borrowings

The following tables present the ending balances, average balances and average interest rates of our Core Earnings basis borrowings. The average interest rates include derivatives that are economically hedging the underlying debt but do not qualify for hedge accounting treatment. (See “Non-GAAP Financial Measures — Core Earnings — Derivative Accounting — Reclassification of Settlements on Derivative and Hedging Activities” of this Item 2.)

Ending Balances

	June 30, 2019								December 31, 2018
(Dollars in millions)	Short Term		Long Term			Total			Short Term			Long Term			Total
Unsecured borrowings:
Senior unsecured debt⁽¹⁾	$	1,496	$	9,005		$	10,501		$	817		$	10,674		$	11,491
Total unsecured borrowings		1,496		9,005			10,501			817			10,674			11,491
Secured borrowings:
FFELP Loan securitizations⁽²⁾		72		62,405			62,477			—			66,318			66,318
Private Education Loan securitizations⁽³⁾		1,867		12,541			14,408			300			12,985			13,285
FFELP Loan — other facilities		2,270		1,836			4,106			2,927			2,625			5,552
Private Education Loan — other facilities		695		1,053			1,748			1,114			1,266			2,380
Other⁽⁴⁾		362		—			362			267			—			267
Total secured borrowings		5,266		77,835			83,101			4,608			83,194			87,802
Core Earnings basis borrowings		6,762		86,840			93,602			5,425			93,868			99,293
Adjustment for GAAP accounting treatment		23		(64	)		(41	)		(3	)		(349	)		(352	)
GAAP basis borrowings	$	6,785	$	86,776		$	93,561		$	5,422		$	93,519		$	98,941

⁽¹⁾	Includes principal amount of $1.5 billion and $817 million of short-term debt as of June 30, 2019 and December 31, 2018, respectively. Includes principal amount of $9.1 billion and $10.8 billion of long-term debt as of June 30, 2019 and December 31, 2018, respectively.

⁽²⁾

Includes $72 million and $0 of short-term debt related to the FFELP Loan asset-backed securitization repurchase facilities (“FFELP Loan Repurchase Facilities”) as of June 30, 2019 and December 31, 2018, respectively. Includes $214 million and $244 million of long-term debt related to the FFELP Loan Repurchase Facilities as of June 30, 2019 and December 31, 2018, respectively.

⁽³⁾

⁽⁴⁾	“Other” primarily includes the obligation to return cash collateral held related to derivative exposures.

Secured borrowings comprised 89% and 88% of our Core Earnings basis debt outstanding at June 30, 2019 and December 31, 2018, respectively.

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Average Balances

	Three Months Ended June 30,										Six Months Ended June 30,
	2019					2018					2019					2018
(Dollars in millions)	Average Balance		Average Rate			Average Balance		Average Rate			Average Balance		Average Rate			Average Balance		Average Rate
Unsecured borrowings:
Senior unsecured debt	$	11,181		6.80	%	$	13,012		6.20	%	$	11,321		6.82	%	$	13,398		6.03	%
Total unsecured borrowings		11,181		6.80			13,012		6.20			11,321		6.82			13,398		6.03
Secured borrowings:
FFELP Loan securitizations⁽¹⁾		63,360		3.36			69,979		2.95			64,153		3.38			70,394		2.77
Private Education Loan securitizations⁽²⁾		13,914		4.23			13,478		4.13			13,632		4.28			13,342		4.00
FFELP Loan — other facilities		4,076		3.55			6,312		2.85			4,553		3.57			6,953		2.77
Private Education Loan — other facilities		1,753		4.06			2,366		3.68			1,948		4.04			2,358		3.52
Other⁽³⁾		279		4.22			242		3.64			267		4.52			365		2.26
Total secured borrowings		83,382		3.53			92,377		3.13			84,553		3.56			93,412		2.96
Core Earnings basis borrowings	$	94,563		3.92	%	$	105,389		3.51	%	$	95,874		3.94	%	$	106,810		3.35	%

Core Earnings basis borrowings	$	94,563		3.92	%	$	105,389		3.51	%	$	95,874		3.94	%	$	106,810		3.35	%
Adjustment for GAAP accounting treatment		—		(.06	)		—		.03			—		(.03	)		—		—
GAAP basis borrowings	$	94,563		3.86	%	$	105,389		3.54	%	$	95,874		3.91	%	$	106,810		3.35	%

⁽¹⁾	Includes $288 million and $281 million of debt related to the FFELP Loan Repurchase Facilities for the three and six months ended June 30, 2019, respectively

⁽²⁾	Includes $2.8 billion and $2.7 billion of debt related to the Private Education Loan Repurchase Facilities for the three months ended June 30, 2019 and 2018, respectively and $2.6 billion and $2.4 billion six months ended June 30, 2019 and 2018, respectively

⁽³⁾	“Other” primarily includes the obligation to return cash collateral held related to derivative exposures.

Critical Accounting Policies and Estimates

Management’s Discussion and Analysis of Financial Condition and Results of Operations addresses our consolidated financial statements, which have been prepared in accordance with GAAP. A discussion of our critical accounting policies, which include allowance for loan losses, premium and discount amortization related to our loan portfolio, goodwill and intangible assets, and fair value measurement can be found in our 2018 Form 10-K. There were no significant changes to these critical accounting policies during the first half of 2019.

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Item 3. Quantitative and Qualitative Disclosures about Market Risk

Interest Rate Sensitivity Analysis

Our interest rate risk management seeks to limit the impact of short-term movements in interest rates on our results of operations and financial position. The following tables summarize the potential effect on earnings over the next 12 months and the potential effect on fair values of balance sheet assets and liabilities at June 30, 2019 and December 31, 2018, based upon a sensitivity analysis performed by management assuming a hypothetical increase in market interest rates of 100 basis points and 300 basis points while funding spreads remain constant. Additionally, as it relates to the effect on earnings before mark-to-market gains (losses) on derivative and hedging activities, a sensitivity analysis was performed assuming the funding index increases 10 basis points while holding the asset index constant, if the funding index and repricing frequency are different than the asset index. These earnings sensitivities are applied only to financial assets and liabilities, including hedging instruments that existed at the balance sheet date and do not take into account new assets, liabilities or hedging instruments that may arise over the next 12 months.

	As of June 30, 2019 Impact on Annual Earnings If:									As of June 30, 2018 Impact on Annual Earnings If:
	Interest Rates						Funding Indices			Interest Rates						Funding Indices
(Dollars in millions, except per share amounts)	Increase 100 Basis Points			Increase 300 Basis Points			Increase 10 Basis Points⁽¹⁾			Increase 100 Basis Points			Increase 300 Basis Points			Increase 10 Basis Points⁽¹⁾
Effect on Earnings:
Change in pre-tax net income before mark-to -market gains (losses) on derivative and hedging activities	$	(19	)	$	(8	)	$	(76	)	$	(6	)	$	30		$	(87	)
Mark-to-market gains (losses) on derivative and hedging activities		20			(51	)		—			(43	)		(171	)		—
Increase (decrease) in income before taxes	$	1		$	(59	)	$	(76	)	$	(49	)	$	(141	)	$	(87	)
Increase (decrease) in net income after taxes	$	1		$	(45	)	$	(59	)	$	(38	)	$	(109	)	$	(67	)
Increase (decrease) in diluted earnings per common share	$	—		$	(.20	)	$	(.25	)	$	(.14	)	$	(.41	)	$	(.25	)

⁽¹⁾

If an asset is not funded with the same index/frequency reset of the asset then it is assumed the funding index increases 10 basis points while holding the asset index constant. There is no sensitivity analysis related to the mark-to-market gains (losses) on derivative and hedging activities as part of this potential impact on earnings.

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	At June 30, 2019
			Interest Rates:
			Change from Increase of 100 Basis Points						Change from Increase of 300 Basis Points
(Dollars in millions)	Fair Value		$			%			$			%
Effect on Fair Values:
Assets
Education Loans	$	90,690	$	(281	)		—	%	$	(580	)		(1	)
Other earning assets		4,648		—			—			—			—
Other assets		4,152		(78	)		(2	)		275			7
Total assets gain/(loss)	$	99,490	$	(359	)		—	%	$	(305	)		—	%
Liabilities
Interest-bearing liabilities	$	93,224	$	(447	)		—	%	$	(1,246	)		(1	)%
Other liabilities		1,447		(32	)		(2	)		505			35
Total liabilities (gain)/loss	$	94,671	$	(479	)		(1	)%	$	(741	)		(1	)%

	At December 31, 2018
			Interest Rates:
			Change from Increase of 100 Basis Points						Change from Increase of 300 Basis Points
(Dollars in millions)	Fair Value		$			%			$			%
Effect on Fair Values:
Assets
Education Loans	$	95,032	$	(184	)		—	%	$	(353	)		—
Other earning assets		5,488		—			—			—			—
Other assets		4,190		168			4			693			17
Total assets gain/(loss)	$	104,710	$	(16	)		—	%	$	340			—	%
Liabilities
Interest-bearing liabilities	$	97,591	$	(437	)		—	%	$	(1,216	)		(1	)%
Other liabilities		1,688		242			14			933			55
Total liabilities (gain)/loss	$	99,279	$	(195	)		—	%	$	(283	)		—	%

A primary objective in our funding is to minimize our sensitivity to changing interest rates by generally funding our floating rate education loan portfolio with floating rate debt and our fixed rate education loan portfolio with fixed rate debt. However, we can have a mismatch in the index (including the frequency of reset) of floating rate debt versus floating rate assets. In addition, due to the ability of some FFELP Loans to earn Floor Income, we can have a fixed versus floating mismatch in funding if the education loan earns at the fixed borrower rate and the funding remains floating. During the three and six months ended June 30, 2019 and 2018, certain FFELP Loans were earning Floor Income and we locked in a portion of that Floor Income through the use of derivative contracts. The result of these hedging transactions was to fix the relative spread between the education loan asset rate and the variable rate liability.

In the preceding tables, under the scenario where interest rates increase by either 100 or 300 basis points, the change in pre-tax net income before the mark-to-market gains (losses) on derivative and hedging activities is primarily due to the impact of (i) our unhedged loans being in a fixed-rate mode due to Floor Income, while being funded with variable rate debt in low interest rate environments; and (ii) a portion of our fixed rate assets being funded with variable rate liabilities. Both items will generally cause income to decrease when interest rates increase. In both 2019 and 2018, the decrease to income when interest rates increase 100 basis points is primarily due to both items (i) and (ii) above and is relatively minor in connection with an $89.5 billion education loan portfolio. The increase in income in 2018 when interest rates increase 300 basis points relates to certain FFELP fixed rate loans that become variable interest rate loans when variable interest rates rise above a certain level (Special Allowance Payment or “SAP”). When these loans are funded with fixed rate debt (as we do to hedge certain floor income), we earn additional interest income when earning the higher variable rate that is in effect. The impact for this in 2019 is not as great due to a declining loan balance and a decrease in interest rates.

In the preceding tables, under the scenario where interest rates increase by either 100 or 300 basis points, the change in mark-to-market gains (losses) on derivative and hedging activities in 2019 and 2018 is primarily due to (i) the notional amount and remaining term of our derivative portfolio and related hedged debt and (ii) the interest rate environment. The decrease in the mark-to-market losses in 2019 as compared to 2018 is due to a lower yield curve

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that benefits written floor fair values as interest rates increase and a smaller notional amount of receive fix/pay variable trading swaps.

Under the scenario in the tables above labeled “Impact on Annual Earnings If: Funding Indices Increase 10 Basis Points,” the main driver of the decrease in pre-tax income before mark-to-market gains (losses) on derivative and hedging activities in both the 2019 and 2018 analyses is primarily the result of daily reset one-month LIBOR-indexed FFELP Loans being funded with monthly reset one-month LIBOR, three-month LIBOR and other non-discrete indexed liabilities, as well as, to a lesser extent, Prime-indexed Private Education Loans being funded with LIBOR and other non-discrete indexed liabilities. The decrease in the loss between 2018 and 2019 relates to the decrease in the size of the education loan portfolio. See “Asset and Liability Funding Gap” of this Item 3 for a further discussion.

In addition to interest rate risk addressed in the preceding tables, we are also exposed to risks related to foreign currency exchange rates. Foreign currency exchange risk is primarily the result of foreign currency denominated debt issued by us. When we issue foreign denominated corporate unsecured and securitization debt, our policy is to use cross currency interest rate swaps to swap all foreign currency denominated debt payments (fixed and floating) to U.S. dollar LIBOR using a fixed exchange rate. In the tables above, there would be an immaterial impact on earnings if exchange rates were to decrease or increase, due to the terms of the hedging instrument and hedged items matching. The balance sheet interest bearing liabilities would be affected by a change in exchange rates; however, the change would be materially offset by the cross-currency interest rate swaps in other assets or other liabilities. In the current economic environment, volatility in the spread between spot and forward foreign exchange rates has resulted in mark-to-market impacts to current-period earnings which have not been factored into the above analysis. The earnings impact is noncash, and at maturity of the instruments the cumulative mark-to-market impact will be zero. Navient has not issued foreign currency denominated debt since 2008.

Asset and Liability Funding Gap

The tables below present our assets and liabilities (funding) arranged by underlying indices as of June 30, 2019. In the following GAAP presentation, the funding gap only includes derivatives that qualify as effective hedges (those derivatives which are reflected in net interest margin, as opposed to those reflected in the “gains (losses) on derivatives and hedging activities, net” line on the consolidated statements of income). The difference between the asset and the funding is the funding gap for the specified index. This represents our exposure to interest rate risk in the form of basis risk and repricing risk, which is the risk that the different indices may reset at different frequencies or may not move in the same direction or at the same magnitude.

Management analyzes interest rate risk and in doing so includes all derivatives that are economically hedging our debt whether they qualify as effective hedges or not (Core Earnings basis). Accordingly, we are also presenting the asset and liability funding gap on a Core Earnings basis in the table that follows the GAAP presentation.

GAAP Basis:

Index (Dollars in billions)	Frequency of Variable Resets	Assets		Funding⁽¹⁾		Funding Gap
3-month Treasury bill	weekly	$	3.2	$	—	$	3.2
3-month Treasury bill	annual		.2		—		.2
Prime	annual		.3		—		.3
Prime	quarterly		2.4		—		2.4
Prime	monthly		8.1		—		8.1
3-month LIBOR	quarterly		.5		31.3		(30.8	)
3-month LIBOR	daily		—		3.1		(3.1	)
1-month LIBOR	monthly		4.9		37.0		(32.1	)
1-month LIBOR	daily		64.1		—		64.1
Non-Discrete reset⁽²⁾	monthly		—		7.3		(7.3	)
Non-Discrete reset⁽³⁾	daily/weekly		4.6		.4		4.2
Fixed Rate⁽⁴⁾			10.0		19.2		(9.2	)
Total		$	98.3	$	98.3	$	—

⁽¹⁾

Funding (by index) includes all derivatives that qualify as hedges.

⁽²⁾

Funding consists of auction rate ABS and ABCP facilities.

⁽³⁾

Assets include restricted and unrestricted cash equivalents and other overnight type instruments. Funding includes the obligation to return cash collateral held related to derivatives exposures.

⁽⁴⁾

Assets include receivables and other assets (including goodwill and acquired intangibles). Funding includes other liabilities and stockholders’ equity.

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The “Funding Gaps” in the above table are primarily interest rate mismatches in short-term indices between our assets and liabilities. We address this issue typically through the use of basis swaps that typically convert quarterly reset three-month LIBOR to other indices that are more correlated to our asset indices. These basis swaps do not qualify as effective hedges and, as a result, the effect on the funding index is not included in our interest margin and is therefore excluded from the GAAP presentation.

Core Earnings Basis:

Index (Dollars in billions)	Frequency of Variable Resets	Assets		Funding⁽¹⁾		Funding Gap
3-month Treasury bill	weekly	$	3.2	$	—	$	3.2
3-month Treasury bill	annual		.2		—		.2
Prime	annual		.3		—		.3
Prime	quarterly		2.4		—		2.4
Prime	monthly		8.1		—		8.1
3-month LIBOR	quarterly		.5		—		.5
3-month LIBOR	daily		—		—		—
1-month LIBOR	monthly		4.9		73.4		(68.5	)
1-month LIBOR	daily		64.1		—		64.1
Non-Discrete reset⁽²⁾	monthly		—		6.8		(6.8	)
Non-Discrete reset⁽³⁾	daily/weekly		4.6		.4		4.2
Fixed Rate⁽⁴⁾			9.7		17.4		(7.7	)
Total		$	98.0	$	98.0	$	—

⁽¹⁾

Funding (by index) includes all derivatives that management considers economic hedges of interest rate risk and reflects how we internally manage our interest rate exposure.

⁽²⁾

Funding consists of auction rate ABS and ABCP facilities.

⁽³⁾

Assets include restricted and unrestricted cash equivalents and other overnight type instruments. Funding includes the obligation to return cash collateral held related to derivatives exposures.

⁽⁴⁾

Assets include receivables and other assets (including goodwill and acquired intangibles). Funding includes other liabilities and stockholders’ equity.

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

Weighted Average Life

The following table reflects the weighted average life of our earning assets and liabilities at June 30, 2019.

(Averages in Years)	Weighted Average Life
Earning assets
Education loans		6.4
Other loans		2.7
Cash and investments		.1
Total earning assets		6.1
Borrowings
Short-term borrowings		.6
Long-term borrowings		6.1
Total borrowings		5.7

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Item 4. Controls and Procedures

Disclosure Controls and Procedures

Our management, with the participation of our principal executive and principal financial officers, evaluated the effectiveness of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”) as of June 30, 2019. Based on this evaluation, our chief principal executive and principal financial officers concluded that, as of June 30, 2019, our disclosure controls and procedures were effective to ensure that information required to be disclosed by us in the reports that we file or submit under the Exchange Act is (a) recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms and (b) accumulated and communicated to our management, including our chief principal executive and principal financial officers as appropriate, to allow timely decisions regarding required disclosure.

Changes in Internal Control over Financial Reporting

No change in our internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) occurred during the fiscal quarter ended June 30, 2019 that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

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PART II. OTHER INFORMATION

Item 1. Legal Proceedings

We and our subsidiaries and affiliates are subject to various claims, lawsuits and other actions that arise in the normal course of business. We believe that these claims, lawsuits and other actions will not, individually or in the aggregate, have a material adverse effect on our business, financial condition or results of operations, except as otherwise disclosed. Most of these matters are claims including individual and class action lawsuits against our servicing or business processing subsidiaries alleging the violation of state or federal laws in connection with servicing or collection activities on their education loans and other debts.

In the ordinary course of our business, the Company and our subsidiaries and affiliates receive information and document requests and investigative demands from State Attorneys General, U.S. Attorneys, legislative committees, individual members of Congress and administrative agencies. These requests may be informational or regulatory in nature and may relate to our business practices, the industries in which we operate, or companies with whom we conduct business. Generally, our practice has been and continues to be to cooperate with these bodies and to be responsive to any such requests.

The number of these inquiries and the volume of related information demands continue to increase and therefore continue to increase the time, costs and resources we must dedicate to timely respond to these requests and may, depending on their outcome, result in payments of restitution, fines and penalties.

Certain Cases

During the first quarter of 2016, Navient Corporation, certain Navient officers and directors, and the underwriters of certain Navient securities offerings were sued in three putative securities class action lawsuits filed on behalf of certain investors in Navient stock or Navient unsecured debt. These three cases, which were filed in the U.S. District Court for the District of Delaware, were consolidated by the District Court, with Lord Abbett Funds appointed as Lead Plaintiff. The caption of the consolidated case is Lord Abbett Affiliated Fund, Inc., et al. v. Navient Corporation, et al. The plaintiffs filed their amended and consolidated complaint in September 2016. In September 2017, the Court granted the Navient defendants’ motion and dismissed the complaint in its entirety with leave to amend. The plaintiffs filed a second amended complaint with the court in November 2017 and the Navient defendants filed a motion to dismiss the second amended complaint in January 2018. In January 2019, the Court granted-in-part and denied-in-part the Navient defendants’ motion to dismiss. The Navient defendants deny the allegations and intend to vigorously defend against the allegation in this lawsuit. Additionally, two putative class actions have been filed in the U.S. District Court for the District of New Jersey captioned Eli Pope v. Navient Corporation, John F. Remondi, Somsak Chivavibul and Christian Lown, and Melvin Gross v. Navient Corporation, John F. Remondi, Somsak Chivavibul and Christian M. Lown, both of which allege violations of the federal securities laws under Sections 10(b) and 20(a) of the Securities Exchange Act of 1934. These cases were consolidated by the Court in February 2018, the plaintiffs filed a consolidated amended complaint in April 2018 and the Company filed a motion to dismiss in June 2018. The Company has denied the allegations and intends to vigorously defend itself.

The Company has been named as defendant in a number of putative class action cases alleging violations of various state and federal consumer protection laws including the Telephone Consumer Protection Act (“TCPA”), the Consumer Financial Protection Act of 2010 (“CFPA”), the Fair Credit Reporting Act (“FCRA”), the Fair Debt Collection Practices Act (“FDCPA”) and various other state consumer protection laws. The Company has also been named as a defendant in putative class actions alleging violations of various state and federal consumer protection laws related to borrowers and the Public Service Loan Forgiveness program. The Company denies the allegations and intends to vigorously defend against the allegations.

In January 2017, the Consumer Financial Protection Bureau (the “CFPB”) and Attorneys General for the State of Illinois and the State of Washington initiated civil actions naming Navient Corporation and several of its subsidiaries as defendants alleging violations of certain Federal and State consumer protection statutes, including the CFPA, FCRA, FDCPA and various state consumer protection laws. In October 2017, the Attorney General for the Commonwealth of Pennsylvania initiated a civil action against Navient Corporation and Navient Solutions, LLC (“Solutions”), containing similar alleged violations of the CFPA and the Pennsylvania Unfair Trade Practices and Consumer Protection Law. Additionally, the Attorneys General for the States of California and Mississippi recently initiated similar actions against the Company and certain subsidiaries alleging violations of various state and federal consumer protection laws. In addition to these matters, a number of lawsuits have been filed by nongovernmental parties or, in the future, may be filed by additional governmental or nongovernmental parties seeking damages or other remedies related to similar issues raised by the CFPB and the State Attorneys General. As the Company has previously stated, we believe the suits improperly seek to impose penalties on Navient based on new, unannounced servicing standards applied retroactively only against one servicer, and that the allegations are false. We therefore have denied these allegations and intend to vigorously defend against the allegations in each of these cases. For additional information on these civil actions, please refer to section entitled “Regulatory Matters” below.

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payable in connection with these matters and reserves have not been established. It is possible that an adverse ruling or rulings may have a material adverse impact on the Company.

Regulatory Matters

As previously disclosed, the Company and various of its subsidiaries have been subject to the following investigations and inquiries:

•

In December 2013, Navient received Civil Investigative Demands (“CIDs”) issued by the Illinois Attorney General, the Washington Attorney General and multiple other State Attorneys General. According to the CIDs, the investigations were initiated to ascertain whether any practices declared to be unlawful under the Consumer Fraud and Deceptive Business Practices Act have occurred or are about to occur. The Company subsequently received separate but similar CIDs or subpoenas from the Attorneys General for the District of Columbia, Kansas, Oregon, Colorado, New Jersey and New York. We may receive additional CIDs or subpoenas from these or other Attorneys General with respect to similar or different matters.

•

In November 2014, Pioneer received a CID from the CFPB as part of an investigation regarding Pioneer’s activities relating to rehabilitation loans and collection of defaulted student debt. In May 2019, Pioneer received a similar CID from the New York Department of Financial Services (the “NY DFS”).

•

OIG Audit

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creating the SAP rules applicable to loans funded by certain types of debt obligations at issue. We have appealed the administrative law judge’s decision to the Secretary of Education given Navient’s adherence to ED-issued guidance and the potential impact on participants in any ED program student loan servicers if such guidance is deemed unreliable and may not be relied upon. We continue to believe that our SAP billing practices were proper, considering then-existing ED guidance and lack of applicable regulations. The Company established a reserve for this matter in 2014 and does not believe, at this time, that an adverse ruling would have a material effect on the Company as a whole.

Item 1A. Risk Factors

There have been no material changes from the risk factors previously disclosed in our 2018 Form 10-K.

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

Share Repurchases

The following table provides information relating to our purchase of shares of our common stock in the three months ended June 30, 2019.

(In millions, except per share data)	Total Number of Shares Purchased⁽¹⁾		Average Price Paid per Share		Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs⁽²⁾		Approximate Dollar Value of Shares That May Yet Be Purchased Under Publicly Announced Plans or Programs⁽²⁾
Period:
April 1 — April 30, 2019		3.0	$	12.40		3.0	$	296
May 1 — May 31, 2019		2.9		13.49		2.8	$	258
June 1 — June 30, 2019		3.8		13.25		3.8	$	207
Total second-quarter 2019		9.7	$	13.06		9.6

⁽¹⁾

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

⁽²⁾	In September 2018, the board authorized a new $500 million share repurchase program.

The closing price of our common stock on the NASDAQ Global Select Market on June 28, 2019 was $13.65.

Item 3. Defaults upon Senior Securities

Nothing to report.

Item 4. Mine Safety Disclosures

Nothing to report.

Item 5. Other Information

Nothing to report.

Item 6. Exhibits

The following exhibits are furnished or filed, as applicable:

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

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

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

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

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

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

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101.SCH*		XBRL Taxonomy Extension Schema Document.

101.CAL*		XBRL Taxonomy Extension Calculation Linkbase Document.

101.DEF*		XBRL Taxonomy Extension Definition Linkbase Document.

101.LAB*		XBRL Taxonomy Extension Label Linkbase Document.

101.PRE*		XBRL Taxonomy Extension Presentation Linkbase Document.

^†	Management Contract or Compensatory Plan or Arrangement

*	Filed herewith

**	Furnished herewith

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SIGNATURES

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


	NAVIENT CORPORATION (Registrant)
	By:	/s/ CHRISTIAN M. LOWN
		Christian M. Lown
		Chief Financial Officer
		(Principal Financial Officer)

Date: August 2, 2019